CERTIFICATE
                                       OF
                       AMENDED ARTICLES OF INCORPORATION
                                       OF
                             DIEBOLD, INCORPORATED
 
         Robert W. Mahoney, Chairman of the Board and Chief Executive Officer,
and Charee Francis-Vogelsang, Secretary of Diebold, Incorporated, an Ohio
Corporation, do hereby certify that at a meeting of the Board of Directors of
said Corporation duly called and held on February 10, 1989, at which a quorum
was present, the following resolution to adopt Amended and Restated Articles of
Incorporation to consolidate the existing Amended Articles of Incorporation and
all previously adopted amendments thereto was duly adopted by the directors
acting pursuant to the provisions of Section 1701.72 of the Ohio Revised Code:
 
         RESOLVED, That the Chairman of the Board, the President or any Vice
         President and the Secretary or any Assistant Secretary of the
         Corporation be, and each of them hereby is, authorized, in the name
         and on behalf of the Corporation, to execute and file with the
         Secretary of State of Ohio a revision of the Amended Articles of
         Incorporation as follows:
 
 
 
                                    - 39 -
<PAGE>   2
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                             DIEBOLD, INCORPORATED
 
         FIRST:   The name of the Corporation is Diebold, Incorporated.
 
         SECOND:   The place in the State of Ohio where its principal office is
located is the City of Canton, in Stark County.
 
         THIRD:   The purpose or purposes of the Corporation are as follows,
to-wit: to carry on a general manufacturing business, including, but not
limited to, the manufacture, sale, erection, disposal of and dealing in and
with all kinds of safes, locks, vaults, office equipment and systems,
burglar-resisting, fire-resisting and protective materials, equipment and
devices, structural materials, metal houses and all manner of steel and other
metal products; to carry on any of said kinds of business, or any other, either
as a manufacturer or as a wholesale or retail dealer; to acquire, by purchase,
lease or in any other manner, and to construct, equip, maintain, use and
operate stores, storehouses, offices, shops, factories or other works or places
of business, or any property, real or personal, necessary or convenient for any
purpose or business of the Corporation, and freely to dispose of any thereof in
any lawful manner; to apply for, acquire, register, adopt, own, hold, control
and operate under, and to sell, grant or assign, or grant, lease or assign
licenses or rights under, any patents, patent rights, licenses, shop rights,
trademarks, trade names, copyrights, formulas, or any other rights of like
nature, in connection with or for the purposes of any business of the
Corporation; to acquire, hold and freely dispose of, or otherwise use or deal
with, shares or securities of other corporations; to make payment for any
property, real or personal, or any estates or interests, therein, acquired in
any manner, either with cash or with shares, bonds, or other securities of this
Corporation, or with other property, or with any or all thereof; to render
financial assistance to any other corporation in which this Corporation is
interested, or which is interested in this Corporation, and in connection
therewith, to any extent not expressly prohibited by law to guarantee or become
surety or indemnitor for or of the performance or payment of any obligation or
undertaking or the discharge of any liability of any such affiliated
corporation; to act as agent, factor, jobber or broker for the manufacture or
sale of any goods, merchandise or products of any kind whatsoever, of others;
and generally to do any and all things, properly incident to or convenient for
or in connection with any of the businesses, purposes or activities hereinabove
enumerated or any other business in which the Corporation may engage.  However,
neither the foregoing enumeration of purposes and powers, nor any other
enumeration of powers elsewhere in these Amended Articles contained, shall be
deemed exclusive, nor in any wise a limitation of the powers which may be
possessed or exercised by this Corporation, nor shall any of the particular
purposes or powers herein enumerated and expressed be deemed to limit,
restrain, restrict or exclude any other purposes or powers, whether or not
particularly enumerated or expressed, which the Corporation might otherwise
have, possess or exercise; but this Corporation shall have and possess, and may
exercise, all powers that a Corporation may lawfully have, possess and exercise
under the laws of the State of Ohio, and, to the extent now or at any time
hereafter authorized or permitted by said laws, shall have and possess, and may
exercise, all capacity and powers possessed by natural persons to carry on
business and perform all acts, within or without the State of Ohio.
 
         FOURTH:   The number of shares which the Corporation is authorized to
have outstanding is 26,000,000 consisting of 1,000,000 Serial Preferred Shares
without par value
<PAGE>   3
                                                                               2
 
 
 
(hereinafter called "Serial Preferred Shares") and 25,000,000 Common Shares of
the par value of $1.25 each (hereinafter called "Common Shares").
 
                                   DIVISION A
 
                  Express Terms of the Serial Preferred Shares
 
         Section 1.  The Serial Preferred Shares may be issued from time to
time in one or more series.  All Serial Preferred Shares shall be of equal rank
and shall be identical, except in respect of the matters that may be fixed by
the Board of Directors as hereinafter provided, and each share of each series
shall be identical with all other shares of such series, except as to the date
from which dividends are cumulative.  Subject to the provisions of Sections 2
to 8, both inclusive, of this Division, which provisions shall apply to all
Serial Preferred Shares, the Board of Directors hereby is authorized to cause
such shares to be issued in one or more series and with respect to each such
series prior to the issuance thereof to fix:
 
        (a)  The designation of the series, which may be by distinguishing
number, letter or title.  
 
        (b)  The number of shares of the series, which number the Board of
Directors may (except where otherwise provided in the creation of the series)
increase or decrease (but not below the number of shares thereof then
outstanding).  
 
        (c)  The dividend rate of the series.  
        
        (d)  The dates at which dividends, if declared, shall be payable, and
the dates from which dividends shall be cumulative.  
 
        (e)  The redemption rights and price or prices, if any, for shares of 
the series.  
 
        (f)  The terms and amount of any sinking fund provided for the 
purchase of redemption of shares of the series.  
 
        (g)  The liquidation price payable on shares of the series in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation.  
 
        (h)  Whether the share of the series shall be convertible into
Common Shares, and, if so, the conversion price or prices, any adjustments
thereof, and all other terms and conditions upon which such conversion may be
made.  
 
        (i)  Restrictions (in addition to those set forth in Sections 6(b) and
6(c) of this Division) on the issuance of shares of the same series or of any
other class or series.  
 
        The Board of Directors is authorized to adopt from time to time 
amendments to the Articles of Incorporation fixing, with respect to each 
series, the matters described in clauses (a) to (i), both inclusive, of this 
Section 1.
<PAGE>   4
                                                                               3
 
 
 
 
 
         Section 2.  The holders of Serial Preferred Shares of each series, in
preference to the holders of Common Shares and of any other class of shares
ranking junior to the Serial Preferred Shares, shall be entitled to receive out
of any funds legally available and when and as declared by the Board of
Directors dividends in cash at the rate for such series fixed in accordance
with the provisions of Section 1 of this Division and no more, payable on the
dates fixed for such series.  Such dividends shall be cumulative, in the case
of shares of each particular series, from and after the date or dates fixed
with respect to such series.  No dividends may be paid upon or declared or set
apart for any of the Serial Preferred Shares for any dividend period unless at
the same time a like proportionate dividend for the same dividend period,
ratably in proportion to the respective annual dividend rates fixed therefor,
shall be paid upon or declared or set apart for all Serial Preferred Shares of
all series then issued and outstanding and entitled to receive such dividend.
 
        Section 3.  In no event so long as any Serial Preferred Shares shall be
outstanding shall any dividends, except a dividend payable in Common Shares or
other shares ranking junior to the Serial Preferred Shares, be paid or declared
or any distribution be made on the Common Shares or any other shares ranking
junior to the Serial Preferred Shares, nor shall any Common Shares or any other
shares ranking junior to the Serial Preferred Shares be purchased, retired or
otherwise acquired by the Corporation (except out of the proceeds of the sale
of Common Shares or other shares ranking junior to the Serial Preferred Shares
received by the Corporation subsequent to the date on which the Serial
Preferred Shares are first issued): 
 
        (a)  Unless all accrued and unpaid dividends on Serial Preferred
Shares, including the full dividends for the current dividend period, shall
have been declared and paid or a sum sufficient for payment thereof set apart;
and 
 
        (b)  Unless there shall be no arrearages with respect to the redemption
of Serial Preferred Shares of any series from any sinking fund provided for
shares of such series in accordance with the provisions of Section 1 of this
Division.  
 
        Section 4.  (a)  Subject to the express terms of each series and to the
provisions of Section 6(b) (iii), the Corporation may from time to time redeem
all or any part of the Serial Preferred Shares of any series at the time
outstanding (i) at the option of the Board of Directors at the applicable
redemption price for such series fixed in accordance with the provisions of
Section 1 or (ii) in fulfillment of the requirements of any sinking fund
provided for shares of such series at the applicable sinking fund redemption
price, fixed in accordance with provisions of Section 1, together in each case
with accrued and unpaid dividends to the redemption date.  
 
        (b)  Notice of every such redemption shall be mailed, postage
prepaid, to the holders of record of the Serial Preferred Shares to be redeemed
at their respective addresses then appearing on the books of the Corporation,
not less than thirty (30) days nor more than sixty (60) days prior to the date
fixed for such redemption.  At any time before or after notice has been given
as above provided, the Corporation may deposit the aggregate redemption price
of the Serial Preferred Shares to be redeemed with any bank or trust company
named in such notice, directed to be paid to the respective holders of the
Serial Preferred Shares so to be redeemed, in amounts equal to the redemption
price of all Serial Preferred Shares so to be redeemed, on surrender of the
stock certificate or certificates held by such holders, and upon the making of
such deposit
<PAGE>   5
                                                                               4
 
 
 
such holders shall cease to be shareholders with respect to such shares, and
after such notice shall have been given and such deposit shall have been made
such holders shall have no interest in or claim against the Corporation with
respect to such shares except only to receive such money from such bank or
trust company without interest or the right to exercise, before the redemption
date, any unexpired privileges of conversion.  In case less than all of the
outstanding Serial Preferred Shares of any series are to be redeemed, the
Corporation shall select by lot the shares so to be redeemed in such manner as
shall be prescribed by its Board of Directors.  
 
        (c)  Any Serial Preferred Shares which are redeemed by the Corporation
pursuant to the provisions of this Section 4 and any Serial Preferred Shares
which are purchased and delivered in satisfaction of any sinking fund
requirements provided for shares of such series and any Serial Preferred Shares
which are converted in accordance with the express terms thereof shall be
canceled and not reissued.  Any Serial Preferred Shares otherwise acquired by
the Corporation shall resume the status of authorized and unissued Serial
Preferred Shares without serial designation.
 
        Section 5.  (a)  The holders of Serial Preferred Shares of any series
shall, in case of voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation, be entitled to receive in full out of the
assets of the Corporation, including its capital, before any amount shall be
paid or distributed among the holders of the Common Shares or any other shares
ranking junior to the Serial Preferred Shares, the amounts fixed with respect
to the shares of such series in accordance with Section 1 of this Division,
plus an amount equal to all dividends accrued and unpaid thereon to the date of
payment of the amount due pursuant to such liquidation, dissolution or winding
up of the affairs of the Corporation.  In case the net assets of the
Corporation legally available therefor are insufficient to permit the payment
upon all outstanding Serial Preferred Shares of the full preferential amount to
which they are respectively entitled, then such net assets shall be distributed
ratably upon outstanding Serial Preferred Shares in proportion to the full
preferential amount to which each such share is entitled.  
 
        After payment to holders of Serial Preferred Shares of the full
preferential amounts as aforesaid, holders of Serial Preferred Shares as such
shall have no right or claim to any of the remaining assets of the Corporation.
 
        (b)  The merger or consolidation of the Corporation into or with any
other corporation, or the merger of any other corporation into it, or the sale,
lease or conveyance of all or substantially all the property or business of the
Corporation, shall not be deemed to be a dissolution, liquidation or winding
up, voluntary or involuntary, for the purposes of this Section 5.  
 
        Section 6.  (a)  The holders of Serial Preferred Shares shall be
entitled to one vote for each share of such stock upon all matters presented to
the shareholders; and except as otherwise provided herein or required by law,
the holders of Serial Preferred Shares and the holders of Common Shares shall
vote together as one class on all matters.
 
        If, and so often as, the Corporation shall be in default in the payment
of six (6) full quarterly dividends (whether or not consecutive) on any series
of Serial Preferred Shares at the time outstanding, whether or not earned or
declared, the holders of Serial Preferred Shares of
<PAGE>   6
                                                                               5
 
 
 
all series, voting separately as a class and in addition to all other rights to
vote for directors, shall be entitled to elect, as herein provided, two (2)
members of the Board of Directors of the Corporation; provided, however, that
the holders of Serial Preferred Shares shall not have or exercise such special
class voting rights except at meetings of the shareholders for the election of
directors at which the holders of not less than fifty percent (50%) of the
outstanding Serial Preferred Shares of all series then outstanding are present
in person or by proxy; and provided further that the special class voting
rights provided for herein when the same shall have become vested shall remain
so vested until all accrued and unpaid dividends on the Serial Preferred Shares
of all series then outstanding shall have been paid,  whereupon the holders of
Serial Preferred Shares shall be divested of their special class voting rights
in respect of subsequent elections of directors, subject to the revesting of
such special class voting rights in the event hereinabove specified in this
paragraph.  
 
        In the event of default entitling the holders of Serial Preferred
Shares to elect two (2) directors as above specified, a special meeting of the
shareholders for the purpose of electing such directors shall be called by the
Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least ten percent (10%) of the Serial Preferred Shares
of all series at the time outstanding, and notice thereof shall be given in the
same manner as that required for the annual meeting of shareholders; provided,
however, that the Corporation shall not be required to call such special
meeting if the annual meeting of shareholders shall be held within ninety (90)
days after the date of receipt of the foregoing written request from the
holders of Serial Preferred Shares.  At any meeting at which the holders of
Serial Preferred Shares shall be entitled to elect directors, the holders of
fifty percent (50%) of the then outstanding shares of Serial Preferred Shares
of all series, present in person or by proxy, shall be sufficient to constitute
a quorum, and the vote of the holders of a majority of such shares so present
at any such meeting at which there shall be such a quorum shall be sufficient
to elect the members of the Board of Directors which the holders of Serial
Preferred Shares are entitled to elect as hereinabove provided.  The two
directors who may be elected by the holders of Serial Preferred Shares pursuant
to the foregoing provisions shall be in addition to any other directors then in
office or proposed to be elected otherwise than pursuant to such provisions,
and nothing in such provisions shall prevent any change otherwise permitted in
the total number of directors of the Corporation or require the resignation of
any director elected otherwise than pursuant to such provisions.
Notwithstanding any classification of the other directors of the Corporation,
the two directors elected by the holders of Serial Preferred Shares shall be
elected annually for terms expiring at the next succeeding annual meeting of
shareholders.  
 
        (b)  The affirmative vote of the holders of at least two-thirds
of the Serial Preferred Shares at the time outstanding, given in person or by
proxy at a meeting called for the purpose at which the holders of Serial
Preferred Shares shall vote separately as a class, shall be necessary to effect
any one or more of the following (but so far as the holders of Serial Preferred
Shares are concerned, such action may be effected with such vote): 
 
        (i) Any amendment, alteration or repeal of any of the provisions of the
    Articles of Incorporation or of the Regulations of the Corporation which
    affects adversely the voting powers, rights or preferences of the holders
    of Serial Preferred Shares; provided, however, that for the purpose of this
    clause (i) only, neither the amendment of the Articles of Incorporation so
    as to authorize or create, or to increase the authorized or
<PAGE>   7
                                                                               6
 
 
 
         outstanding amount of, Serial Preferred Shares or of any shares
         of any class ranking on a parity with or junior to the Serial
         Preferred Shares, nor the amendment of the provisions of the
         Regulations so as to increase the number of directors of the
         Corporation shall be deemed to affect adversely the voting powers,
         rights or preferences of the holders of Serial Preferred Shares; and
         provided further, that if such amendment, alteration or repeal affects
         adversely the rights or preferences of one or more but not all series
         of Serial Preferred Shares at the time outstanding, only the
         affirmative vote of the holders of at least two-thirds of the number
         of the shares at the time outstanding of the series so affected shall
         be required; 
        
                (ii)  The authorization or creation of, or the increase in the
         authorized amount of, any shares of any class, or any security
         convertible into shares of any class, ranking prior to the Serial
         Preferred Shares; or 
        
                (iii)  The purchase or redemption (for sinking fund purposes or
         otherwise) of less than all of the Serial Preferred Shares then
         outstanding except in accordance with a stock purchase offer made to
         all holders of record of Serial Preferred Shares, unless all    
         dividends upon all Serial Preferred Shares then outstanding for all
         previous quarterly dividend periods shall have been declared and paid
         or funds therefor set apart and all accrued sinking fund obligations 
         applicable thereto shall have been complied with.  
 
        (c)  The affirmative vote of the holders of at least a majority of the
Serial Preferred Shares at the time outstanding, given in person or by proxy at
a meeting called for the purpose at which the holders of Serial Preferred
Shares shall vote separately as a class, shall be necessary to effect any one
or more of the following (but so far as the holders of Serial Preferred Shares
are concerned, such action may be effected with such vote):
 
                (i)  The sale, lease or conveyance by the Corporation of all or
         substantially all of its property or business, or its consolidation
         with or merger into any other corporation unless the corporation
         resulting from such consolidation or merger will have after such
         consolidation or merger no class of shares either authorized or
         outstanding ranking prior to or on a parity with the Serial Preferred
         Shares except the same number of shares ranking prior to or on a
         parity with the Serial Preferred Shares and having the same rights and
         preferences as the shares of the Corporation authorized and
         outstanding immediately preceding such consolidation or merger, or
         each holder of Serial Preferred Shares immediately preceding such
         consolidation or merger shall receive the same number of shares, with
         the same rights and preferences, of the resulting corporation; or
 
                (ii) The authorization of any shares ranking on a parity with
         the Serial Preferred Shares or an increase in the authorized number of
         shares of Serial Preferred Shares.  
 
        Section 7.  The holders of Serial Preferred Shares shall have no
preemptive right to purchase or have offered to them for purchase any shares or
other securities of the Corporation, whether now or hereafter authorized.
<PAGE>   8
                                                                               7
 
 
 
 
         Section 8.  For the purpose of this Division A: 
 
        Whenever reference is made to shares "ranking prior to the Serial
Preferred Shares" or "on a parity with the Serial Preferred Shares," such
reference shall mean and include all shares of the Corporation in respect of
which the rights of the holders thereof as to the payment of dividends or as to
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation are given
preference over, or rank on an equality with (as the case may be) the rights of
the holders of Serial Preferred Shares; and whenever reference is made to
shares "ranking junior to the Serial Preferred Shares," such reference shall
mean and include all shares of the Corporation in respect of which the rights
of the holders thereof as to the payment of dividends and as to distributions
in the event of a voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation are junior and subordinate to the rights
of the holders of Serial Preferred Shares.
 
                                  DIVISION A-1
 
          Express Terms of the Cumulative Redeemable Preferred Shares
 
         There is hereby established a series of Serial Preferred Shares to
which the following provisions shall be applicable:
 
        Section 1.  DESIGNATION OF SERIES.  The series shall be designated
"Cumulative Redeemable Serial Preferred Shares" (hereinafter sometimes called
this "Series" or the "Cumulative Redeemable Preferred Shares").
 
        Section 2.  NUMBER OF SHARES.  The number of shares of this Series
shall be 250,000. 
 
        Section 3. DIVIDENDS.  (a) The holder of record of Cumulative
Redeemable Preferred Shares shall be entitled to receive, when and as declared
by the Board of Directors in accordance with the terms hereof, out of funds
legally available for the purpose, cumulative quarterly dividends payable in
cash on the first day of January, April, July and October in each year (each
such date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a Cumulative Redeemable Preferred Share or fraction of a Cumulative 
Redeemable Preferred Share in an amount per share (rounded to the nearest cent)
equal to the lessor of (i) $1,335 or (ii) subject to the provision for
adjustment hereinafter set forth, 100 times the aggregate per share amount of
all cash dividends, and 100 times the aggregate per share amount (payable in
cash) of all non-cash dividends or other distributions (other than a dividend
payable in Common Shares, or a subdivision of the outstanding Common Shares by
reclassification or otherwise), declared on the Common Shares since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any
Cumulative Redeemable Preferred Share or fraction of a Cumulative Redeemable
Preferred Share.  In the event the Corporation shall at any time declare or pay
any dividend on the Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common Shares
by reclassification or otherwise than by payment of a dividend in Common
Shares) into a greater or lesser number of Common Shares, then in each such
case the amount to which holders of Cumulative Redeemable Preferred Shares were
entitled immediately prior to such event under clause (ii) of the preceding
sentence shall
<PAGE>   9
                                                                               8
 
 
 
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were outstanding
immediately prior to such event.
 
        (b)  Dividends shall begin to accrue and be cumulative on outstanding
Cumulative Redeemable Preferred Shares from the Quarterly Dividend Payment Date
next preceding the date of issue of such Cumulative Redeemable Preferred
Shares, unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Cumulative Redeemable
Preferred Shares entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date. 
Accrued but unpaid dividends shall not bear interest.  No dividends shall be
paid upon or declared and set apart for any Cumulative Redeemable Preferred
Shares for any dividend period unless at the same time a dividend for the same
dividend period, ratably in proportion to the respective annual dividend rates
fixed therefor, shall be paid upon or declared and set apart for all Serial
Preferred Stock of all series then outstanding and entitled to receive such
dividend.  The Board of Directors may fix a record date for the determination
of holders of Cumulative Redeemable Preferred Shares entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be no more than 40 days prior to the date fixed for the payment thereof. 
 
        Section 4. REDEMPTIONS.  Subject to the provisions of Section 6(b)
(iii) of Paragraph 1 and in accordance with Section 4 of Paragraph 1, the
Cumulative Redeemable Preferred Shares shall be redeemable from time to time at
the option of the Board of Directors of the Corporation, as a whole or in part,
at any time at a redemption price per share equal to one hundred times the then
applicable Purchase Price as defined in that certain Rights Agreement, dated as
of February 10, 1989 between the Corporation and Ameritrust Company National
Association (The "Rights Agreement"), as the same may be from time to time
amended in accordance with its terms, which Purchase Price is $130 as of
February 10, 1989, subject to adjustment from time to time as provided in the
Rights Agreement.  Copies of the Rights Agreement are available from the
Corporation upon request.  In case less than all of the outstanding Cumulative
Redeemable Preferred Shares are to be redeemed, the Corporation shall select by
lot the shares so to be redeemed in such manner as shall be prescribed by its
Board of Directors.  
 
        Section 5.  LIQUIDATIONS.  (a)  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation (hereinafter referred to as a "Liquidation"), no distribution shall
be made to the holders of shares of stock ranking junior (either as to
dividends or upon Liquidation) to the Cumulative Redeemable Preferred Shares,
unless, prior thereto, the holders of Cumulative Redeemable Preferred Shares
shall have received at least an amount per share equal to one hundred times the
then applicable Purchase Price as defined in the Rights Agreement, as the same
may be from time to time amended in accordance with its terms (which purchase
Price is $130 as of February 10, 1989), subject to adjustment from time to time
as provided in the Rights Agreement, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not earned or declared, to the
date of such payment, provided that the holders of shares of Cumulative
Redeemable Preferred Shares
<PAGE>   10
                                                                               9
 
 
 
shall be entitled to receive at least an aggregate amount per share, subject to
the provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of Common Shares (the
"Cumulative Redeemable Preferred Shares Liquidation Preference").
 
        (b)  In the event, however, that the net assets of the Corporation are
not sufficient to pay in full the amount of the Cumulative Redeemable Preferred
Shares Liquidation Preference and the liquidation preferences of all other
series of Serial Preferred Stock, if any, which rank on a parity with the
Cumulative Redeemable Preferred Shares as to distribution of assets in
Liquidation, all shares of this Series and of such other series of Serial
Preferred Stock shall share ratably in the distribution of assets (or proceeds
thereof) in Liquidation in proportion to the full amounts to which they are
respectively entitled.  
 
        (c)  In the event the Corporation shall at any time declare or pay
any dividend on the Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common Shares
(by reclassification or otherwise than by payment of a dividend in Common
Shares) into a greater or lesser number of Common Shares, then in each such
case the amount to which holders of Cumulative Redeemable Preferred Shares were
entitled immediately prior to such event pursuant to the proviso set forth in
paragraph (a) above, shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of Common Shares outstanding immediately
after such event and the denominator of which is the number of Common Shares
that were outstanding immediately prior to such event.  
 
        (d)  The merger or consolidation of the Corporation into or with any
other corporation, or the merger of any other corporation into it, or the sale,
lease or conveyance of all or substantially all the property or business of the
Corporation, shall not be deemed to be a Liquidation for the purposes of this
Section 5.  
 
        Section 6. CONVERSIONS.  The Cumulative Redeemable Preferred Shares
shall not be convertible into Common Shares.
 
                                   DIVISION B
 
                       Express Terms of the Common Shares
 
         The Common Shares shall be subject to the express terms of the Serial
Preferred Shares and any series thereof.  Each Common Share shall be equal to
every other Common Share.  The holders of Common Shares shall be entitled to
one vote for each share upon all matters presented to the shareholders.
 
        No holders of Common Shares of the Corporation shall be entitled to
preemptive rights therein with respect to any sale, exchange, offering or
issuance of shares or other securities of the Corporation now or hereafter
authorized.
 
        FIFTH:  In furtherance, and not in limitation, of the general powers
conferred upon this corporation by the laws of Ohio, and the general and
particular powers conferred by these Amended Articles, and only for the purpose
of defining, limiting and prescribing the manner in
<PAGE>   11
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which the authority and powers of the Corporation, in certain instances, may or
shall be exercised, and defining the powers of the directors and shareholders,
in certain instances, as among themselves, and to make certain other provisions
concerning the directors and shareholders, it is expressly provided: 
 
        (a) Meetings of directors or of shareholders may be held either within
or without the State of Ohio, subject to any conditions or restrictions that
may be prescribed by the Regulations; 
 
        (b)  Upon any reduction of stated capital of the Corporation, any
excess of assets resulting from any such reduction may be disposed of by the
Board of Directors, or may be distributed, or passed and added to the surplus
of the Corporation and thereafter disposed of or distributed, or held subject
to distribution, by order of the Board of Directors, in all respects as surplus
paid in by shareholders, without any other corporate action; 
 
        (c)  The Corporation shall have power, when authorized by resolution of
the Board of Directors, without any other corporate action, to purchase or to
redeem shares of the Corporation, of any class at any time issued by the
Corporation and upon any occasion outstanding, to any extent, for any purpose,
upon any occasion, in any manner and for any consideration determined by the
Board of Directors and permitted, or not expressly and specifically prohibited,
by law.  
 
        SIXTH:  The Corporation shall not, upon any occasion of the
declaration, issuance and distribution of a dividend payable in shares, or any
other occasion of issuance, exchange or transfer of shares, or certificates
thereof, issue any certificates for fractions of shares; but all such fractions
to which any shareholder might otherwise be entitled in connection with any
such declaration, issuance, distribution or exchange shall be eliminated and
disposed of by such method, authorized, permitted or not prohibited by law, as
may be determined by the Board of Directors.  
 
        SEVENTH: These Amended and Restated Articles of Incorporation supersede
and take the place of the existing Amended Articles of Incorporation, as
heretofore amended.
 
        IN WITNESS WHEREOF, Robert W. Mahoney, Chairman of the Board and Chief
Executive Officer, and Charee Francis-Vogelsang, Secretary of Diebold,
Incorporated, acting for and on behalf of said Corporation, have hereunto
subscribed their names this 28th day of February, 1989.
 
 
                                     ___________________________________________
                                     Robert W. Mahoney,
                                     Chairman of the Board and
                                     Chief Executive Officer
 
                                     ___________________________________________
                                     Charee Francis-Vogelsang,
                                     Secretary
 
 
 


                           CERTIFICATE OF AMENDMENT
             BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF
 
 
                            DIEBOLD, INCORPORATED
- -------------------------------------------------------------------------------
                            (Name of Corporation)
 
 
       Robert W. Mahoney       , who is:
- -------------------------------
[X] Chairman of the Board   [ ] President   [ ] Vice President (check one)
 
and
 
  Charee Francis-Vogelsang     , who is: [X] Secretary  [ ] Assistant Secretary
- -------------------------------
of the above named Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)
 
[X]  a meeting of the shareholders was duly called for the purpose of adopting
     this amendment and held on April 3, 1996 at which meeting a quorum of the
     shareholders was present in person or by proxy, and by the affirmative
     vote of the holders of shares entitling them to exercise 66-2/3% of the
     voting power of the corporation.
 
[ ]  in a writing signed by all of the shareholders who would be entitled to
     notice of a meeting held for that purpose, the following resolution to
     amend the articles was adopted:
 
         RESOLVED, that Article Fourth of the Amended Articles of Incorporation
         be amended, effective April 3, 1996, to read as follows:
 
              "FOURTH:  The number of shares which the Corporation is
              authorized to have outstanding is 126,000,000 consisting of
              1,000,000 Serial Preferred Shares without par value (hereinafter
              called "Serial Preferrred Shares") and 125,000,000 Common Shares
              of the par value of $1.25 each (hereinafter called "Common
              Shares")."
 
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of
the corporation, have hereto subscribed their names this 23rd day of April,
1996.
 
                                   By  /s/ Robert W. Mahoney                   
                                       ----------------------------------------
                                        (Chairman, President, Vice President)  
 
                                   By  /s/ Charee Francis-Vogelsang
                                       ----------------------------------------
                                           (Secretary, Assistant Secretary)
 
     (OHIO - 613 - 3/4/91)
 
NOTE: Ohio law does not permit one officer to sign in two capacities.  Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.

 

 



                            CERTIFICATE OF ADOPTION

                                  OF AMENDMENT

                      TO AMENDED ARTICLES OF INCORPORATION

 

                                       OF

 

                             DIEBOLD, INCORPORATED

 

 

         We, Robert W. Mahoney, Chairman of the Board and Chief Executive

Officer, and Charee Francis-Vogelsang, Vice President and Secretary, of Diebold,

Incorporated, an Ohio corporation (the "Company"), do hereby certify that

pursuant to the authority conferred upon the Directors of the Company (the

"Directors") by the Articles of Incorporation of the Company, the Directors at a

meeting duly called and held on January 28, 1999, at which a quorum was present

and acting throughout, adopted the following resolution to amend the Amended

Articles of Incorporation of the Company pursuant to Section 1701.70(B)(1) of

the Ohio Revised Code to amend the Series of Stock currently designated as the

Cumulative Redeemable Serial Preferred Shares (to be now designated as the

Series A Junior Participating Preferred Stock):

 

         RESOLVED, that Article FOURTH of the Amended Articles of Incorporation

of this Company be, and it hereby is, amended by replacing the existing Division

A-1 after Division A of Article FOURTH of the Amended Articles of Incorporation

with a new Division A-1 as set forth below:

 

                                  DIVISION A-1

 

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

 

         Section 1. DESIGNATION OF SERIES. There is established hereby a series

of Serial Preferred Stock that shall be designated Series A Junior Participating

Preferred Stock (hereinafter sometimes called this "Series" or the "Series A

Junior Participating Preferred Shares") and that shall have the terms set forth

in this Division A-1.

 

         Section 2. NUMBER OF SHARES. The number of shares of this Series shall

be 125,000.

 

         Section 3. DIVIDEND RATE AND PAYMENT. (a) The holders of record of

Series A Junior Participating Preferred Shares shall be entitled to receive,

when and as declared by the Directors in accordance with the terms hereof out of

funds legally available for the purpose, cumulative quarterly dividends payable

in cash on the first day of January, April, July and October in each year (each

such date being referred to herein as a "Quarterly Dividend Payment Date"),

commencing on the first Quarterly Dividend Payment Date after the first issuance

of a Series A Junior Participating Preferred Share or fraction of a Series A

Junior Participating Preferred Share in an amount per share (rounded to the

nearest cent) equal to the greater of (i) $1.00 per share or (ii) subject to the

provision for adjustment hereinafter set forth, 1000 times the aggregate per

share amount of all cash dividends, and 1000 times the aggregate per share

amount

 

 

 

<PAGE>   4

 

(payable in kind) of all non-cash dividends or other distributions (other than a

dividend payable in shares or Common Stock, or a subdivision of the outstanding

Common Stock (by reclassification or otherwise)), declared on the Common Stock

since the immediately preceding Quarterly Dividend Payment Date, or, with

respect to the first Quarterly Dividend Payment Date, since the first issuance

of any Series A Junior Participating Preferred Share or fraction of a Series A

Junior Participating Preferred Share. In the event the Company shall at any time

declare or pay any dividend on the Common Stock payable in Common Stock, or

effect a subdivision or combination or consolidation of the outstanding shares

of Common Stock (by reclassification or otherwise than by payment of a dividend

in Common Stock) into a greater or lesser number of shares of Common Stock, then

in each such case the amount to which holders of Series A Junior Participating

Preferred Shares were entitled immediately prior to such event under clause (ii)

of the preceding sentence shall be adjusted by multiplying such amount by a

fraction the numerator of which is the number of shares of Common Stock

outstanding immediately after such event and the denominator of which is the

number of shares of Common Stock that were outstanding immediately prior to such

event.

 

         (b) Dividends shall begin to accrue and be cumulative on outstanding

Series A Junior Participating Preferred Shares from the Quarterly Dividend

Payment Date next preceding the date of issue of such Series A Junior

Participating Preferred Shares, unless the date of issue of such shares is prior

to the record date for the first Quarterly Dividend Payment Date, in which case

dividends on such shares shall begin to accrue from the date of issue of such

shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a

date after the record date for the determination of holders of shares of Series

A Junior Participating Preferred Shares entitled to receive a quarterly dividend

and before such Quarterly Dividend Payment Date, in either of which events such

dividends shall begin to accrue and be cumulative from such Quarterly Dividend

Payment Date. Accrued but unpaid dividends shall not bear interest. No dividends

shall be paid upon or declared and set apart for any Series A Junior

Participating Preferred Shares for any dividend period unless at the same time a

dividend for the same dividend period, ratably in proportion to the respective

annual dividend rates fixed therefor, shall be paid upon or declared and set

apart for all Serial Preferred Stock of all series then outstanding and entitled

to receive such dividend. The Directors may fix a record date for the

determination of holders of Series A Junior Participating Preferred Shares

entitled to receive payment of a dividend or distribution declared thereon,

which record date shall be no more than 40 days prior to the date fixed for the

payment thereof.

 

         Section 4. REDEMPTION. The Series A Junior Participating Preferred

Shares are not redeemable.

 

         Section 5. LIQUIDATION. (a) In the event of any voluntary or

involuntary liquidation, dissolution or winding up of the affairs of the Company

(hereinafter referred to as a "Liquidation"), no distribution shall be made to

the holders of shares of stock ranking junior (either as to dividends or upon

Liquidation) to the Series A Junior Participating Preferred Shares, unless,

prior thereto, the holders of Series A Junior Participating Preferred Shares

shall have received at least an amount per share equal to one thousand times the

then applicable Purchase Price as defined in the Rights Agreement, as the same

may be from time to time amended in accordance with its terms (which Purchase

Price is $150.00 as of February 11, 1999), subject to adjustment from time to

time as provided in the Rights Agreement, plus an amount equal to accrued and

unpaid dividends and distributions thereon, whether or not earned or declared,

to the

 

 

<PAGE>   5

 

date of such payment, provided that the holders of shares of Series A Junior

Participating Preferred Shares shall be entitled to receive at least an

aggregate amount per share, subject to the provision for adjustment hereinafter

set forth, equal to 1000 times the aggregate amount to be distributed per share

to holders of Common Stock (the "Series A Junior Participating Preferred Shares

Liquidation Preference").

 

         (b) In the event, however, that the net assets of the Company are not

sufficient to pay in full the amount of the Series A Junior Participating

Preferred Shares Liquidation Preference and the liquidation preferences of all

other series of Serial Preferred Stock, if any, which rank on a parity with the

Series A Junior Participating Preferred Shares as to distribution of assets in

Liquidation, all shares of this Series and of such other series of Serial

Preferred Stock shall share ratably in the distribution of assets (or proceeds

thereof) in Liquidation in proportion to the full amounts to which they are

respectively entitled.

 

         (c) In the event the Company shall at any time declare or pay any

dividend on the Common Stock payable in consolidation of the outstanding Common

Stock (by reclassification or otherwise than by payment of a dividend in Common

Stock) into a greater or lesser number of shares of Common Stock, then in each

such case the amount to which holders of Series A Junior Participating Preferred

Shares were entitled immediately prior to such event pursuant to the proviso set

forth in paragraph (a) above, shall be adjusted by multiplying such amount by a

fraction the numerator of which is the number of shares of Common Stock

outstanding immediately after such event and the denominator of which is the

number of shares of Common Stock that were outstanding immediately prior to such

event.

 

         (d) The merger or consolidation of the Company into or with any other

corporation, or the merger of any other corporation into it, or the sale, lease

or conveyance of all or substantially all the property or business of the

Company, shall not be deemed to be a Liquidation for the purpose of this Section

5.

 

         Section 6. CONVERSION RIGHTS. The Series A Junior Participating

Preferred Shares shall not be convertible into Common Stock.

<PAGE>   6

 

 

 

         IN WITNESS WHEREOF, Robert W. Mahoney, Chairman of the Board and Chief

Executive Officer, and Charee Francis-Vogelsang, Vice President and Secretary,

of Diebold, Incorporated, acting for and on behalf of the Company, have hereunto

subscribed their names this 2nd day of February, 1999.

 

 

 

                                         /s/ Robert W. Mahoney

                                         ----------------------------

                                         Robert W. Mahoney,

                                         Chairman of the Board and

                                         Chief Executive Officer

 

 

 

                                         /s/ Charee Francis-Vogelsang

                                         ----------------------------

                                         Charee Francis-Vogelsang

                                         Vice President and Secretary

 

[As Filed: 03-08-1999]