FIRST AMENDMENT TO TRANSFER
AND ADMINISTRATION AGREEMENT

This FIRST AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of May__, 2001 (the "AMENDMENT"), is among DCC FUNDING LLC, a Delaware limited liability company (the "SPV"), DIEBOLD CREDIT CORPORATION, a Delaware corporation, individually (the "ORIGINATOR") and as initial Servicer (the "SERVICER"), DIEBOLD, INCORPORATED, an Ohio corporation, as Guarantor ("GUARANTOR"), RECEIVABLES CAPITAL CORPORATION, a Delaware corporation ("RCC"), as the Conduit Investor, BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association ("BANK OF AMERICA"), as the Agent for the Investors, as Administrator and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors.

BACKGROUND

1. The SPV, the Originator/Servicer, the Guarantor, RCC and Bank of America, as Agent, Administrator and an Alternate Investor, are parties to the Transfer and Administration Agreement, dated as of March 30, 2001 (the "AGREEMENT").

2. The parties hereto desire to amend the Agreement to establish certain hedge requirements and in certain other respects as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. DEFINITIONS.

Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

Section 2. PROJECTED REPAYMENT SCHEDULE.

SECTION 1.1 of the Agreement is hereby amended by inserting the following definition in alphabetical order in such Section:

"PROJECTED REPAYMENT SCHEDULE" means the projected repayment of the Net Investment to the Investors, as calculated by the Agent in consultation with the Servicer.

Section 3. HEDGE REQUIREMENTS.

SECTION 6.3 of the Agreement is hereby amended by deleting PARAGRAPH (a) thereof in its entirety and substituting therefor the following PARAGRAPH (a):

(a) On or prior to each Investment Date or Reinvestment Date, the SPV shall enter into one or more Hedge Transactions with respect to the related Investment or Reinvestment, PROVIDED that each such Hedge Transaction shall:

(i) be entered into with a Hedge Counterparty and be governed by a Hedging Agreement;

(ii) have a schedule of monthly payment periods the first of which commences on the Investment Date or Reinvestment Date of that Investment or Reinvestment and the last of which ends on the last Scheduled Payment due to occur under the Pool Receivables to which that Investment or Reinvestment relates;

(iii) have an amortizing notional amount such that the Hedge Notional Amount in effect during any monthly payment period shall be (A) not less than the amount equal to (I) the Net Investment minus (II)$15,000,000 and (B) not more than 110% of the Net Investment;

(iv) provide for two series of monthly payments to be netted against each other, one such series being payments to be made by the SPV to a Hedge Counterparty (solely on a net basis) by reference to the Hedge Rate to be used in computing the Sale Discount Rate for that Investment or Reinvestment, and the other such series being payments to be made by the Hedge Counterparty to the Agent (solely on a net basis) by reference to the one-month Offshore Rate as in effect on the first day of each monthly payment period, the net amount of which shall be paid into the Collection Account (if payable by the Hedge Counterparty) or from the Collection Account to the extent funds are available under SECTION 2.12 of this Agreement (if payable by the SPV); and

(v) shall otherwise be in a form acceptable to the Agent;

PROVIDED, FURTHER that the weighted average life all of the Hedging Agreements in effect at any time shall not be greater than 110% and not less than 90% of the weighted average life of the Projected Repayment Schedule; PROVIDED FURTHER, HOWEVER, that

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