"The board strongly believes that UTC's proposal significantly undervalues the company and fails to reflect Diebold's strengths and significant upside potential. UTC's proposal is an opportunistic attempt to buy Diebold at a time when shareholders do not have sufficient data to evaluate the offer and as such, the board believes that it would be irresponsible to engage in discussions with UTC at this time. We are confident that executing on our strategy will create substantially greater value for shareholders than UTC's proposal, and we are working diligently to complete our filings and ensure that our investors can make a fully informed decision. We intend to make the value case to our shareholders directly as soon as we are able" said John N. Lauer, non-executive chairman of the board for Diebold.

"This transaction creates significant and immediate value for Diebold shareholders with no operational risk, while creating long term value for UTC shareholders. Diebold represents an excellent fit with UTC, with its strong market position, U.S. footprint, and balance between product and service revenues. In addition, Diebold will benefit from UTC's international presence and disciplined operating systems" said George David, chairman and CEO of United Technologies.

David added, "In view of the significance of this proposal to Diebold's shareholders and our own, we feel compelled to release this offer publicly. We are committed to working with Diebold's board of directors to enter quickly into a definitive agreement."

Recently, the full Diebold board completed a detailed strategic review of the company and its prospects. At least three times in the last month the board met to discuss UTC's interest in a potential business combination with the company. Given that Diebold has not filed financial statements since the company's 10-Q for the quarter ended March 31, 2007, as previously reported, and that the company is working to become current in its filings with the Securities and Exchange Commission (SEC), the board believes that now is not the right time -- and that it would not be in the best interests of the corporation or its shareholders -- to pursue discussions with UTC. The Diebold board therefore recommends that shareholders take no action at this time with respect to the nature of the proposal.

UTC is a diversified company, with UTC Fire & Security being one of the divisions. UTC Fire & Security has a number of major players on the international market for security equipment with business units such as Lenel, Chubb Security, Verex and Red Hawk.

Diebold, also a diversified company, has strong connections with the security industry with its integrated security solutions-business, as well as their physical security and facility products.

The mail conversation between John N. Lauer and George David can be found on the below link.