Senior Long-term Incentive Compensation Plan - NACCO INDUSTRIES INC - 3-26-2002

Document Sample
Senior Long-term Incentive Compensation Plan - NACCO INDUSTRIES INC - 3-26-2002 Powered By Docstoc
					EXHIBIT 10(lxvi) AMENDMENT NO. 1 TO THE NACCO MATERIALS HANDLING GROUP, INC. SENIOR LONG-TERM INCENTIVE COMPENSATION PLAN (EFFECTIVE AS OF JANUARY 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 1 to the NACCO Materials Handling Group, Inc. Senior Long-Term Incentive Compensation Plan (Effective as of January 1, 2000) (the "Plan") effective as of July 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 Section 9(c) of the Plan is hereby amended (i) by deleting the phrase "Liability for Payment/Expenses" therefrom and replacing it with the phrase "Expenses" therein and (ii) by deleting the first sentence thereof. Section 2 Section 9(d) of the Plan is hereby amended (1) by identifying the current provisions as clause "(i)" thereof and (2) by adding the following new clause (ii) to the end thereof, to read as follows: "(ii) Except as provided in Article 11 hereof, neither the Company nor any Subsidiary shall be required to make any payment hereunder to any Participant or Beneficiary if the Company or Subsidiary is "Insolvent" at the time such payment is due to be made. For purposes of the Plan, the Company or Subsidiary shall be considered Insolvent at such time as it (1) is unable to pay its debts as they mature or (2) is subject to a pending voluntary or involuntary proceeding as a debtor under the United States Bankruptcy Code (or similar foreign law)." Section 3 A new Article 11 is hereby added to the Plan, immediately following Article 10, to read as follows: "11. Liability of Employers, Transfers and Guarantees. (a) In general. The provisions of this Article shall apply notwithstanding any other provision of the Plan to the contrary. (b) Liability for Payment/Transfers of Employment. (i) Subject to the provisions of clauses (i) and (ii) hereof, the Company and each Subsidiary (the "Employers") shall each be liable for the payment of the Awards which are payable hereunder to or on behalf of the Participants who are its employees. (ii) Notwithstanding the foregoing, if the Awards hereunder which are payable to or on behalf of a Participant are based on the Participant's employment with more than one Employer, the following provisions shall apply: (1) Each Award shall be granted by the Employer for whom the Participant was performing services during the Award Year. In the event that a Participant performed services for more than one Employer during the Award Year, the Award shall be divided so that the Participant shall receive a pro-rata number of Book Value Units from each Employer, based on the Participant's service with, and compensation from, each such Employer (as determined by the Committee in its sole and absolute discretion). (2) Each Employer shall be liable for the payment of the Awards it granted to its employees and, to the extent permitted by applicable law, shall receive an income tax deduction for the amount of those payments.

2 (c) Notwithstanding the foregoing, in the event that NMHG Oregon, Inc. is unable or refuses to satisfy its obligations hereunder with respect to the payment of Awards to or on behalf of its employees, the Company (unless it is Insolvent) shall guarantee and be responsible for the payment thereof." EXECUTED this 8th day of June, 2001. NACCO MATERIALS HANDLING GROUP, INC.
By: /s/ Charles A. Bittenbender ------------------------------------Title: Assistant Secretary

EXHIBIT 10(lxvii) AMENDMENT NO. 1 TO THE NACCO MATERIALS HANDLING GROUP, INC. LONG-TERM INCENTIVE COMPENSATION PLAN (EFFECTIVE AS OF JANUARY 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 1 to the NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Effective as of January 1, 2000) (the "Plan") effective as of July 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 Section 9(c) of the Plan is hereby amended (i) by deleting the phrase "Liability for Payment/Expenses" therefrom and replacing it with the phrase "Expenses" therein and (ii) by deleting the first sentence thereof. Section 2 Section 9(d) of the Plan is hereby amended (1) by identifying the current provisions as clause "(i)" thereof and (2) by adding the following new clause (ii) to the end thereof, to read as follows: "(ii) Except as provided in Article 11 hereof, neither the Company nor any Subsidiary shall be required to make any payment hereunder to any Participant or Beneficiary if the Company or Subsidiary is "Insolvent" at the time such payment is due to be made. For purposes of the Plan, the Company or Subsidiary shall be considered Insolvent at such time as it (1) is unable to pay its debts as they mature or (2) is subject to a pending voluntary or involuntary proceeding as a debtor under the United States Bankruptcy Code (or similar foreign law)." Section 3 A new Article 11 is hereby added to the Plan, immediately following Article 10, to read as follows: "11. Liability of Employers, Transfers and Guarantees. (a) In general. The provisions of this Article shall apply notwithstanding any other provision of the Plan to the contrary. (b) Liability for Payment/Transfers of Employment. (i) Subject to the provisions of clauses (i) and (ii) hereof, the Company and each Subsidiary (the "Employers") shall each be liable for the payment of the Awards which are payable hereunder to or on behalf of the

2 (c) Notwithstanding the foregoing, in the event that NMHG Oregon, Inc. is unable or refuses to satisfy its obligations hereunder with respect to the payment of Awards to or on behalf of its employees, the Company (unless it is Insolvent) shall guarantee and be responsible for the payment thereof." EXECUTED this 8th day of June, 2001. NACCO MATERIALS HANDLING GROUP, INC.
By: /s/ Charles A. Bittenbender ------------------------------------Title: Assistant Secretary

EXHIBIT 10(lxvii) AMENDMENT NO. 1 TO THE NACCO MATERIALS HANDLING GROUP, INC. LONG-TERM INCENTIVE COMPENSATION PLAN (EFFECTIVE AS OF JANUARY 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 1 to the NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Effective as of January 1, 2000) (the "Plan") effective as of July 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 Section 9(c) of the Plan is hereby amended (i) by deleting the phrase "Liability for Payment/Expenses" therefrom and replacing it with the phrase "Expenses" therein and (ii) by deleting the first sentence thereof. Section 2 Section 9(d) of the Plan is hereby amended (1) by identifying the current provisions as clause "(i)" thereof and (2) by adding the following new clause (ii) to the end thereof, to read as follows: "(ii) Except as provided in Article 11 hereof, neither the Company nor any Subsidiary shall be required to make any payment hereunder to any Participant or Beneficiary if the Company or Subsidiary is "Insolvent" at the time such payment is due to be made. For purposes of the Plan, the Company or Subsidiary shall be considered Insolvent at such time as it (1) is unable to pay its debts as they mature or (2) is subject to a pending voluntary or involuntary proceeding as a debtor under the United States Bankruptcy Code (or similar foreign law)." Section 3 A new Article 11 is hereby added to the Plan, immediately following Article 10, to read as follows: "11. Liability of Employers, Transfers and Guarantees. (a) In general. The provisions of this Article shall apply notwithstanding any other provision of the Plan to the contrary. (b) Liability for Payment/Transfers of Employment. (i) Subject to the provisions of clauses (i) and (ii) hereof, the Company and each Subsidiary (the "Employers") shall each be liable for the payment of the Awards which are payable hereunder to or on behalf of the

EXHIBIT 10(lxvii) AMENDMENT NO. 1 TO THE NACCO MATERIALS HANDLING GROUP, INC. LONG-TERM INCENTIVE COMPENSATION PLAN (EFFECTIVE AS OF JANUARY 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 1 to the NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Effective as of January 1, 2000) (the "Plan") effective as of July 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 Section 9(c) of the Plan is hereby amended (i) by deleting the phrase "Liability for Payment/Expenses" therefrom and replacing it with the phrase "Expenses" therein and (ii) by deleting the first sentence thereof. Section 2 Section 9(d) of the Plan is hereby amended (1) by identifying the current provisions as clause "(i)" thereof and (2) by adding the following new clause (ii) to the end thereof, to read as follows: "(ii) Except as provided in Article 11 hereof, neither the Company nor any Subsidiary shall be required to make any payment hereunder to any Participant or Beneficiary if the Company or Subsidiary is "Insolvent" at the time such payment is due to be made. For purposes of the Plan, the Company or Subsidiary shall be considered Insolvent at such time as it (1) is unable to pay its debts as they mature or (2) is subject to a pending voluntary or involuntary proceeding as a debtor under the United States Bankruptcy Code (or similar foreign law)." Section 3 A new Article 11 is hereby added to the Plan, immediately following Article 10, to read as follows: "11. Liability of Employers, Transfers and Guarantees. (a) In general. The provisions of this Article shall apply notwithstanding any other provision of the Plan to the contrary. (b) Liability for Payment/Transfers of Employment. (i) Subject to the provisions of clauses (i) and (ii) hereof, the Company and each Subsidiary (the "Employers") shall each be liable for the payment of the Awards which are payable hereunder to or on behalf of the Participants who are its employees. (ii) Notwithstanding the foregoing, if the Awards hereunder which are payable to or on behalf of a Participant are based on the Participant's employment with more than one Employer, the following provisions shall apply: (1) Each Award shall be granted by the Employer for whom the Participant was performing services during the Award Year. In the event that a Participant performed services for more than one Employer during the Award Year, the Award shall be divided so that the Participant shall receive a pro-rata number of Book Value Units from each Employer, based on the Participant's service with, and compensation from, each such Employer (as determined by the Committee in its sole and absolute discretion). (2) Each Employer shall be liable for the payment of the Awards it granted to its employees and, to the extent permitted by applicable law, shall receive an income tax deduction for the amount of those payments.

2

2 (c) Notwithstanding the foregoing, in the event that NMHG Oregon, Inc. is unable or refuses to satisfy its obligations hereunder with respect to the payment of Awards to or on behalf of its employees, the Company (unless it is Insolvent) shall guarantee and be responsible for the payment thereof." EXECUTED this 8th day of June, 2001. NACCO MATERIALS HANDLING GROUP, INC.
By: /s/ Charles A. Bittenbender ------------------------------------Title: Assistant Secretary

EXHIBIT 10(lxviii) AMENDMENT NO. 1 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. adopts this Amendment No. 1 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan"), effective as of October 1, 2000. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. SECTION 1 Sections 2.12(a), 2.12(b), 2.12(c) and 2.12(d) of the Plan are hereby amended in their entirety to read as follows: "(a) For purposes of Section 3.1 of the Plan, the term "Participant" means an Employee of the Company who is a Participant in the profit sharing portion of the Profit Sharing Plan (i) whose profit sharing benefit for a Plan Year is limited by the application of Section 401(a)(17) or 415 of the Code and (ii) whose base salary or annual base rate of pay for such Plan Year was at least $115,000. (b) For purposes of Section 3.2 of the Plan, the term "Participant" means (i) any Employee of the Company who made Excess Deferrals under the Plan prior to January 1, 1996 and (ii) any Employee of the Company whose base salary or annual base rate of pay for the Plan Year in which a deferral election is required is at least $115,000, who is listed on Exhibit A hereto and who is eligible to make Excess Deferrals on or after January 1, 2000. (c) For purposes of Sections 3.3 and 3.4 of the Plan, the term "Participant" means a 401(k) Employee (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Profit Sharing Plan, or is unable to receive the maximum amount of Matching Contributions under the Profit Sharing Plan due to the limitations of Section 402(g), 401(a)(17), 401(k)(3) or 401(m) of the Code and (ii) whose base salary or annual base rate of pay for the Plan Year in which a deferral election is required is at least $115,000. (d) For purposes of Section 3.5 of the Plan, the term "Participant" means an Employee of the Company (i) who is a participant in the LTIP Plan, (ii) who, both at the time the deferral election is required and the time the deferral becomes effective, is either a U.S. citizen, a nonresident alien who is covered on a U.S. payroll or a citizen or resident of the United Kingdom (referred to herein as "UK Participants"), Brazil, Italy or Mexico and (iii) whose base salary or annual base rate of pay for the Plan Year in which a deferral election is required was at least $115,000 (U.S.). In addition, the Employee must either be an active Employee at the time the deferral becomes effective or must have "Retired" as

EXHIBIT 10(lxviii) AMENDMENT NO. 1 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. adopts this Amendment No. 1 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan"), effective as of October 1, 2000. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. SECTION 1 Sections 2.12(a), 2.12(b), 2.12(c) and 2.12(d) of the Plan are hereby amended in their entirety to read as follows: "(a) For purposes of Section 3.1 of the Plan, the term "Participant" means an Employee of the Company who is a Participant in the profit sharing portion of the Profit Sharing Plan (i) whose profit sharing benefit for a Plan Year is limited by the application of Section 401(a)(17) or 415 of the Code and (ii) whose base salary or annual base rate of pay for such Plan Year was at least $115,000. (b) For purposes of Section 3.2 of the Plan, the term "Participant" means (i) any Employee of the Company who made Excess Deferrals under the Plan prior to January 1, 1996 and (ii) any Employee of the Company whose base salary or annual base rate of pay for the Plan Year in which a deferral election is required is at least $115,000, who is listed on Exhibit A hereto and who is eligible to make Excess Deferrals on or after January 1, 2000. (c) For purposes of Sections 3.3 and 3.4 of the Plan, the term "Participant" means a 401(k) Employee (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Profit Sharing Plan, or is unable to receive the maximum amount of Matching Contributions under the Profit Sharing Plan due to the limitations of Section 402(g), 401(a)(17), 401(k)(3) or 401(m) of the Code and (ii) whose base salary or annual base rate of pay for the Plan Year in which a deferral election is required is at least $115,000. (d) For purposes of Section 3.5 of the Plan, the term "Participant" means an Employee of the Company (i) who is a participant in the LTIP Plan, (ii) who, both at the time the deferral election is required and the time the deferral becomes effective, is either a U.S. citizen, a nonresident alien who is covered on a U.S. payroll or a citizen or resident of the United Kingdom (referred to herein as "UK Participants"), Brazil, Italy or Mexico and (iii) whose base salary or annual base rate of pay for the Plan Year in which a deferral election is required was at least $115,000 (U.S.). In addition, the Employee must either be an active Employee at the time the deferral becomes effective or must have "Retired" as such term is defined in the LTIP Plan." SECTION 2 Section 2.12(f) of the Plan is hereby amended by adding the following new sentence to the end thereof:

"Notwithstanding the change in eligibility requirements which became effective as of October 1, 2000, any Employee of the Company who (i) was eligible to participate in the Plan as of September 30, 2000 and (ii) actually had amounts allocated to an Account under the Plan as of such date, shall remain as an eligible Participant in the Plan on and after October 1, 2000; provided that his total compensation is at least equal to the compensation limit specified in Code Section 414(q) relating to Highly Compensated Employees." NACCO MATERIALS HANDLING GROUP, INC.

"Notwithstanding the change in eligibility requirements which became effective as of October 1, 2000, any Employee of the Company who (i) was eligible to participate in the Plan as of September 30, 2000 and (ii) actually had amounts allocated to an Account under the Plan as of such date, shall remain as an eligible Participant in the Plan on and after October 1, 2000; provided that his total compensation is at least equal to the compensation limit specified in Code Section 414(q) relating to Highly Compensated Employees." NACCO MATERIALS HANDLING GROUP, INC.
Date: 2/19/01 -----------By: /s/ James M. Phillips -------------------------------Title: Vice President-Human Resources

2

EXHIBIT 10(lxxix) AMENDMENT NO. 2 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 2 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan") effective as of July 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 The heading of Section 3.7 of the Plan is hereby amended in its entirety to read as follows: "SECTION 3.7. Rules Relating to Deferral Elections/Excess Profit Sharing Payments." Section 2 Section 3.7(a)(1) of the Plan is hereby amended in its entirety to read as follows: "(i) Selecting a Payment Date. The initial deferral elections made by a Participant under Sections 3.2, 3.3 and 3.5 above shall also contain such Participant's irrevocable election regarding the time of the commencement of payment of the Participant's entire Excess Deferral Sub-Account, Excess 401(k) Sub-Account and LTIP Deferral Sub-Account hereunder. In addition, no later than thirty (30) days after the initial Excess Profit Sharing Contribution is contributed to a Participant's Excess Profit Sharing Sub-Account hereunder, the Participant shall make an irrevocable election regarding the time of the commencement of payment of his entire Excess Profit Sharing Sub-Account. (ii) Available Payment Dates. The Participant may elect to commence payment of the Excess Deferral SubAccount, the Excess 401(k) Sub-Account and the LTIP Deferral Sub-Account, with separate elections being made for each such Sub-Account as soon as practicable following (A) the date on which he ceases to be an Employee of the Controlled Group, (B) the date on which he attains an age specified in the deferral/payment election form or (C) the earlier or later of such dates. The Participant may elect to commence payment of the Excess Profit Sharing Sub-Account (a) as soon as practicable after his termination of employment , or (b) at the same time as he had elected for payment of his Excess 401(k) Sub-Account. Notwithstanding the foregoing, (X) payment of the Participant's Excess Matching SubAccount shall be made at the same time as the payment of the Participant's Excess 401(k) Sub-Account, (Y) payment of Excess Profit Sharing Benefits shall not occur until the date on which all amounts allocable to the

EXHIBIT 10(lxxix) AMENDMENT NO. 2 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 2 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan") effective as of July 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 The heading of Section 3.7 of the Plan is hereby amended in its entirety to read as follows: "SECTION 3.7. Rules Relating to Deferral Elections/Excess Profit Sharing Payments." Section 2 Section 3.7(a)(1) of the Plan is hereby amended in its entirety to read as follows: "(i) Selecting a Payment Date. The initial deferral elections made by a Participant under Sections 3.2, 3.3 and 3.5 above shall also contain such Participant's irrevocable election regarding the time of the commencement of payment of the Participant's entire Excess Deferral Sub-Account, Excess 401(k) Sub-Account and LTIP Deferral Sub-Account hereunder. In addition, no later than thirty (30) days after the initial Excess Profit Sharing Contribution is contributed to a Participant's Excess Profit Sharing Sub-Account hereunder, the Participant shall make an irrevocable election regarding the time of the commencement of payment of his entire Excess Profit Sharing Sub-Account. (ii) Available Payment Dates. The Participant may elect to commence payment of the Excess Deferral SubAccount, the Excess 401(k) Sub-Account and the LTIP Deferral Sub-Account, with separate elections being made for each such Sub-Account as soon as practicable following (A) the date on which he ceases to be an Employee of the Controlled Group, (B) the date on which he attains an age specified in the deferral/payment election form or (C) the earlier or later of such dates. The Participant may elect to commence payment of the Excess Profit Sharing Sub-Account (a) as soon as practicable after his termination of employment , or (b) at the same time as he had elected for payment of his Excess 401(k) Sub-Account. Notwithstanding the foregoing, (X) payment of the Participant's Excess Matching SubAccount shall be made at the same time as the payment of the Participant's Excess 401(k) Sub-Account, (Y) payment of Excess Profit Sharing Benefits shall not occur until the date on which all amounts allocable to the Participant's Excess Profit Sharing Sub-Account for the year of termination of employment have been credited to such Sub-Account, and (Z) a Participant who does not timely and properly file such an election form shall be deemed to have elected to receive his Excess Deferral, Excess 401(k), Excess Matching, Excess Profit Sharing and LTIP Deferral Sub-Accounts as soon as practicable following the date on which the Participant ceases to be an Employee of the Controlled Group.

(iii) Special One-Time Election. Notwithstanding the foregoing, Participants who are actively employed on July 1, 2001 shall be given, for the first and only time, a one-time irrevocable election to determine the payment date of their Excess Profit Sharing Benefits by filing a written election with the Plan Administrator during a 45-day period specified by the Company. A Participant who does not timely and properly file such an election form shall be deemed to have elected to receive his Excess Profit Sharing Benefits as soon as practicable following the later of (A) the date on which he ceases to be an Employee of the Controlled Group or (B) date on which all amounts allocable to the Participant's Excess Profit Sharing Sub-Account for the year of termination of employment have been credited to such Sub-Account."

(iii) Special One-Time Election. Notwithstanding the foregoing, Participants who are actively employed on July 1, 2001 shall be given, for the first and only time, a one-time irrevocable election to determine the payment date of their Excess Profit Sharing Benefits by filing a written election with the Plan Administrator during a 45-day period specified by the Company. A Participant who does not timely and properly file such an election form shall be deemed to have elected to receive his Excess Profit Sharing Benefits as soon as practicable following the later of (A) the date on which he ceases to be an Employee of the Controlled Group or (B) date on which all amounts allocable to the Participant's Excess Profit Sharing Sub-Account for the year of termination of employment have been credited to such Sub-Account." Section 3 Section 7.1(a) of the Plan is hereby amended in its entirety to read as follows: "(a) Excess Profit Sharing Benefits. The Excess Profit Sharing Benefits payable to a Participant shall be paid (or commence to be paid) to the Participant at the time specified in the election form applicable to the Excess Profit Sharing Sub-Account (as provided in Section 3.7). If a Participant has elected (or is deemed to have elected) to receive his Excess Profit Sharing Benefits upon termination of employment, such Benefits shall automatically be paid in the form of a lump sum payment. If a Participant has elected to receive his Excess Profit Sharing Benefits at the same time as his Excess 401(k) Benefits, his Excess Profit Sharing Benefits shall automatically be paid in the same form as he had elected for his Excess 401(k) Benefits." Section 4 Section 7.1(b)(iv) of the Plan is hereby amended by adding the following sentence to the end thereof to read as follows: "Notwithstanding the foregoing, the Excess Matching Sub-Account shall automatically be paid in the same form as the Excess 401(k) Sub-Account." EXECUTED this 6th day of August, 2001. NACCO MATERIALS HANDLING GROUP, INC.
By: /s/ James M. Phillips --------------------------------Title: Vice President-Human Resources

EXHIBIT 10(1xxx) AMENDMENT NO. 3 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 3 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan") effective as of July 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 Section 2.6 of the Plan is hereby amended by adding the following words at the end thereof: "and NMHG Oregon, Inc."

EXHIBIT 10(1xxx) AMENDMENT NO. 3 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 3 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan") effective as of July 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 Section 2.6 of the Plan is hereby amended by adding the following words at the end thereof: "and NMHG Oregon, Inc." Section 2 Sections 2.12 and 3.2(b) of the Plan are hereby amended by deleting the phrase "the Company" and replacing it with the phrase "an Employer" each time it appears therein. Section 3 Section 3.2(b) of the Plan is hereby amended by deleting the phrase "Section 2.14(c)(ii)" and replacing it with the phrase "Section 2.12(b)(ii)" therein. Section 4 Sections 7.2 and 10.7 of the Plan are hereby deleted in their entirety from the Plan. Section 5 Section 9.2(b) of the Plan is hereby amended by adding the following new clause to the beginning thereof: "Except as provided in Article XI hereof,." Section 6 A new Article XI is hereby added to the Plan, immediately following Article X, to read as follows: "ARTICLE XI ADOPTION BY OTHER EMPLOYERS, TRANSFERS AND GUARANTEES SECTION 11.1. In general. The provisions of this Article shall apply notwithstanding any other provision of the Plan to the contrary. SECTION 11.2. Adoption of Plan by other Employers/Withdrawal. (a) Any Controlled Group Member may adopt the Plan with the written consent of the Company (on the authorization of the NACCO Industries, Inc. Benefits Committee). Any such adopting employer must (i) execute an instrument evidencing such adoption and (ii) file a copy of such Instrument with the Plan Administrator. Such adoption may be subject to such terms and conditions as the Company requires or approves. By this adoption of the Plan, Employers other than the Company shall be deemed to authorize the Company to take any actions within the authority of the Company under the terms of the Plan.

(b) Notwithstanding the foregoing, in the case of any Employer that adopts the Plan and thereafter (i) ceases to exist, (ii) ceases to be a Controlled Group Member or (iii) withdraws or is eliminated from the Plan, it shall not thereafter be considered an Employer hereunder. (c) Any Employer (other than the Company) which adopts this Plan may elect separately to withdraw from the Plan and such withdrawal shall constitute a termination of the Plan as to it; provided, however, that (i) such terminating Employer shall continue to be an Employer for the purposes hereof as to Participants or Beneficiaries to whom it owes obligations hereunder, and (ii) such termination shall be subject to the limitations and other conditions described in Section 10.6, treating the Employer as if it were the Company. SECTION 11.3. Expenses. The expenses of administering the Plan shall be paid by the Employers, as directed by the Company. SECTION 11.4. Liability for Payment/Transfers of Employment. (a) Subject to the provisions of Subsections (b) and (c) hereof, each Employer shall be liable for the payment of the Excess Retirement Benefits which are payable hereunder to or on behalf of its Employees. (b) Notwithstanding the foregoing, if an Excess Retirement Benefit payable to or on behalf of a Participant is based on the Participant's employment with more than one Employer the following provisions shall apply: (i) Upon a transfer of employment, new Sub-Accounts shall be established for the transferred Participant. Excess Retirement Benefits which accrue following the transfer (along with earnings thereon) shall be credited to the new Sub-Accounts. Earning shall also continue to be credited to the Participant's Sub-Accounts which were established by the prior Employer. (ii) Upon distribution, each Employer shall be liable for the payment of the amounts credited to its respective Sub-Accounts and each Employer shall (to the extent permitted by applicable law) receive an income tax deduction for the amount of those payments. (c) Notwithstanding the foregoing, in the event that NMHG Oregon, Inc. is unable or refuses to satisfy its obligations hereunder with respect to the payment of Excess Retirement Benefits to its Employees, the Company (unless it is Insolvent) shall guarantee and be responsible for the payment thereof." EXECUTED this 8th day of June, 2001. NACCO MATERIALS HANDLING GROUP, INC.
By: /s/ Charles A. Bittenbender ---------------------------------Title: Assistant Secretary

2

EXHIBIT 10(lxxxi) AMENDMENT NO. 4 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 4 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan") effective as of October 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined.

EXHIBIT 10(lxxxi) AMENDMENT NO. 4 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 4 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan") effective as of October 1, 2001. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 Section 7.1(f)(iii) of the Plan is hereby amended in its entirety to read as follows: "(iii) Participants who have who ceased to be Employees of the Controlled Group and who have not received a distribution of all of their Sub-Accounts hereunder, may also elect in writing to receive a withdrawal from one or more of the following Sub-Accounts (in addition to withdrawing amounts from the Sub-Accounts specified in Subsection (f)(ii) above): (A) the Basic Excess Deferral Sub-Account; (B) the Basic Excess 401(k) Sub-Account; (C) the Basic Excess Matching Sub-Account; and (D) the Excess Profit Sharing Sub-Account." EXECUTED this 1st day of November, 2001. NACCO MATERIALS HANDLING GROUP, INC.
By: /s/ James M. Phillips --------------------------------Title: Vice President - Human Resources

EXHIBIT 10(lxxxii) AMENDMENT NO. 5 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 5 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan") effective as of January 1, 2002. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 Section 3.3(a) of the Plan is hereby amended in its entirety to read as follows:

EXHIBIT 10(lxxxii) AMENDMENT NO. 5 TO THE NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000) NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 5 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective September 1, 2000) (the "Plan") effective as of January 1, 2002. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 Section 3.3(a) of the Plan is hereby amended in its entirety to read as follows: "(a) Amount of Excess 401(k) Benefits. Each 401(k) Employee who is a Participant, may, prior to the first day of any Plan Year, by completing an approved deferral election form, direct his Employer to reduce his Compensation for such Plan Year by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Profit Sharing Plan for such Plan Year by reason of the application of the limitations under Sections 402(g), 401(a)(17), and 401(k)(3) of the Code (which amounts shall be referred to as the "Excess 401(k) Benefits")." EXECUTED this 21st day of December, 2001. NACCO MATERIALS HANDLING GROUP, INC.
By: /s/ Charles A. Bittenbender -------------------------------Title: Assistant Secretary

EXHIBIT 10(cxx) HAMILTON BEACH/PROCTOR-SILEX ANNUAL INCENTIVE COMPENSATION PLAN - 2002 GENERAL Hamilton Beach/Proctor-Silex, Inc. (the "Company") has established an Annual Incentive Compensation Plan (the "Plan") as part of a competitive compensation program for the Officers and key management employees of the Company and its Subsidiaries. This Plan is also referred to as the Short Term Incentive Compensation Plan. PLAN OBJECTIVE The Company desires to attract and retain talented employees to enable the Company to meet its financial and business objectives. The objective of the Plan is to provide an opportunity to earn annual incentive compensation to those employees whose performance has a significant impact on the Company's short-term and long-term profitability. ADMINISTRATION AND PARTICIPATION The Plan is administered by the Nominating, Organization and Compensation Committee of the Board of Directors of the Company (the "Committee"). The Committee:

EXHIBIT 10(cxx) HAMILTON BEACH/PROCTOR-SILEX ANNUAL INCENTIVE COMPENSATION PLAN - 2002 GENERAL Hamilton Beach/Proctor-Silex, Inc. (the "Company") has established an Annual Incentive Compensation Plan (the "Plan") as part of a competitive compensation program for the Officers and key management employees of the Company and its Subsidiaries. This Plan is also referred to as the Short Term Incentive Compensation Plan. PLAN OBJECTIVE The Company desires to attract and retain talented employees to enable the Company to meet its financial and business objectives. The objective of the Plan is to provide an opportunity to earn annual incentive compensation to those employees whose performance has a significant impact on the Company's short-term and long-term profitability. ADMINISTRATION AND PARTICIPATION The Plan is administered by the Nominating, Organization and Compensation Committee of the Board of Directors of the Company (the "Committee"). The Committee: a. May amend, modify, or discontinue the Plan. b. Will approve participation in the Plan. Generally, participants will include all employees in Hay Salary Job Grades 14 and above. Employees who voluntarily terminate their employment prior to year-end are not entitled to an award, and employees joining the Company after August (31) of any year will not be entitled to an award. Existing employees who were hired prior to September 1 and who are subsequently promoted into Grade 14 or above are allowed to enter after August. However, the Committee may select any employee who has contributed significantly to the Company's profitability to participate in the Plan and receive an annual incentive compensation award. c. Will determine the annual performance criteria which generates the incentive compensation pool. d. Will determine the total amount of both the target and actual annual incentive compensation pool. e. Will approve individual incentive compensation awards to Officers and employees above Hay Salary Job Grade 17. f. May delegate to the Chief Executive Officer of the Company the power to approve incentive compensation awards to employees in and below Hay Salary Job Grade 17. g. May consider at the end of each year the award of a discretionary bonus amount to non- participants as an addition to the regular incentive compensation pool on a special one-time basis to motivate individuals not eligible to participate in the Plan, h. May approve a pro rata incentive compensation award for participants, provided those participants were actively at work for 90 days in the year of termination, whose employment is terminated (1) due to death, disability, retirement or facility closure or partial closure, such award to be determined pursuant to the provisions of subparagraphs e. and f. above or (2) under other circumstances at the recommendation of the Chief Executive Officer of the Company. i. Pursuant to item h., retirement is defined as participants who are 55 years of age or older with five years or more of service at the time of termination. Disability is defined as an approved application for disability benefits under the Company's long term disability plan, or under the applicable government program. Facility closure or partial closure is defined as any layoff which requires WARN Act notice in the United States. In Mexico, facility closure or partial closure is defined as any layoff of 50 or more employees.

Determination of Corporate Incentive Compensation Pool Each participant in the Plan will have an individual target incentive compensation percentage which is determined by the participant's Hay Salary Job Grade. This percentage is multiplied by the midpoint of the participant's Hay Salary Job Grade to determine his/her individual target incentive compensation award.

The total of the target incentive compensation awards of all participants equals the target corporate incentive compensation pool (the "Target Pool"). The Target Pool is approved each year by the Committee. The actual corporate incentive compensation pool (the " Actual Pool") is determined at the end of each year based on the Company's actual performance against specific criteria established in the beginning of the year by the Committee. The Target Pool is adjusted upwards or downwards by corporate performance adjustment factors to determine the Actual Pool. In no event will the actual Pool exceed 150% of the Target Pool, except to the extent that the Committee elects to increase the Actual Pool by up to 10%, as described below. It is the intent of the Plan that the Actual Pool, as determined above, will be the final total corporate incentive compensation pool. However, the Committee, in its sole discretion, may increase or decrease by up to 10% the Actual Pool or may approve an incentive compensation pool where there would normally be no pool due to Company performance which is below the criteria established for the year. The Actual and Target Pools exclude commission personnel such as salespersons, regional general managers, and manufacturers representatives. DETERMINATION OR INDIVIDUAL INCENTIVE COMPENSATION AWARDS Hay Salary Job Grades and the corresponding target incentive percentage for each participant in the Plan will be established at the beginning of each year and approved by the Committee. Individual target incentive compensation will then be adjusted by the appropriate pool factor. Such adjusted individual incentive compensation will then be further modified based on a participant's performance as compared to his individual goals for the year. The total of all individual incentive compensation awards must not exceed the Actual Pool for the year. 2002 PERFORMANCE TARGETS The performance targets for the Hamilton Beach/Proctor-Silex Annual Incentive Compensation Plan are as follows: INTENTIONALLY OMITTED

EXHIBIT 10(cxxvi) AMENDMENT NO. 7 AMENDMENT NO. 7 dated as of December 19, 2001 to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 11, 1990 and amended and restated as of April 18, 1995 among Hamilton Beach/Proctor-Silex, Inc. (the "Company"), Proctor-Silex Canada Inc. ("PSC") and Proctor-Silex S.A. de C.V. ("PSM", and together with the Company and PSC, the "Obligors"); each of the Banks signatory thereto; and KeyBank National Association, as U.S. Agent (in such capacity, the "U.S. Agent") and The Bank of Nova Scotia, as Canadian Agent (in such capacity, the "Canadian Agent", and together with the U.S. Agent, the "Agents"). The Obligors, the Banks and the Agents are parties to the Second Amended and Restated Credit Agreement

The total of the target incentive compensation awards of all participants equals the target corporate incentive compensation pool (the "Target Pool"). The Target Pool is approved each year by the Committee. The actual corporate incentive compensation pool (the " Actual Pool") is determined at the end of each year based on the Company's actual performance against specific criteria established in the beginning of the year by the Committee. The Target Pool is adjusted upwards or downwards by corporate performance adjustment factors to determine the Actual Pool. In no event will the actual Pool exceed 150% of the Target Pool, except to the extent that the Committee elects to increase the Actual Pool by up to 10%, as described below. It is the intent of the Plan that the Actual Pool, as determined above, will be the final total corporate incentive compensation pool. However, the Committee, in its sole discretion, may increase or decrease by up to 10% the Actual Pool or may approve an incentive compensation pool where there would normally be no pool due to Company performance which is below the criteria established for the year. The Actual and Target Pools exclude commission personnel such as salespersons, regional general managers, and manufacturers representatives. DETERMINATION OR INDIVIDUAL INCENTIVE COMPENSATION AWARDS Hay Salary Job Grades and the corresponding target incentive percentage for each participant in the Plan will be established at the beginning of each year and approved by the Committee. Individual target incentive compensation will then be adjusted by the appropriate pool factor. Such adjusted individual incentive compensation will then be further modified based on a participant's performance as compared to his individual goals for the year. The total of all individual incentive compensation awards must not exceed the Actual Pool for the year. 2002 PERFORMANCE TARGETS The performance targets for the Hamilton Beach/Proctor-Silex Annual Incentive Compensation Plan are as follows: INTENTIONALLY OMITTED

EXHIBIT 10(cxxvi) AMENDMENT NO. 7 AMENDMENT NO. 7 dated as of December 19, 2001 to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 11, 1990 and amended and restated as of April 18, 1995 among Hamilton Beach/Proctor-Silex, Inc. (the "Company"), Proctor-Silex Canada Inc. ("PSC") and Proctor-Silex S.A. de C.V. ("PSM", and together with the Company and PSC, the "Obligors"); each of the Banks signatory thereto; and KeyBank National Association, as U.S. Agent (in such capacity, the "U.S. Agent") and The Bank of Nova Scotia, as Canadian Agent (in such capacity, the "Canadian Agent", and together with the U.S. Agent, the "Agents"). The Obligors, the Banks and the Agents are parties to the Second Amended and Restated Credit Agreement referred to above, as amended and modified by (i) Amendment No. 1 dated as of March 29, 1996, (ii) Amendment No. 2 dated as of October 4, 1996, (iii) Amendment No. 3 dated as of April 14, 1997, (iv) Amendment No. 4 dated as of April 22, 1998, (v) Amendment No. 5 dated as of June 10, 1998, and (vi) Amendment No. 6 dated as of December 8, 1998 (as so amended and modified and in effect on the date hereof, the "Credit Agreement"). The Obligors, the Banks and the Agents wish to amend the Credit Agreement in certain respects and, accordingly, the parties hereto agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment No. 7, terms defined in the Credit Agreement are used herein as defined therein.

EXHIBIT 10(cxxvi) AMENDMENT NO. 7 AMENDMENT NO. 7 dated as of December 19, 2001 to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 11, 1990 and amended and restated as of April 18, 1995 among Hamilton Beach/Proctor-Silex, Inc. (the "Company"), Proctor-Silex Canada Inc. ("PSC") and Proctor-Silex S.A. de C.V. ("PSM", and together with the Company and PSC, the "Obligors"); each of the Banks signatory thereto; and KeyBank National Association, as U.S. Agent (in such capacity, the "U.S. Agent") and The Bank of Nova Scotia, as Canadian Agent (in such capacity, the "Canadian Agent", and together with the U.S. Agent, the "Agents"). The Obligors, the Banks and the Agents are parties to the Second Amended and Restated Credit Agreement referred to above, as amended and modified by (i) Amendment No. 1 dated as of March 29, 1996, (ii) Amendment No. 2 dated as of October 4, 1996, (iii) Amendment No. 3 dated as of April 14, 1997, (iv) Amendment No. 4 dated as of April 22, 1998, (v) Amendment No. 5 dated as of June 10, 1998, and (vi) Amendment No. 6 dated as of December 8, 1998 (as so amended and modified and in effect on the date hereof, the "Credit Agreement"). The Obligors, the Banks and the Agents wish to amend the Credit Agreement in certain respects and, accordingly, the parties hereto agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment No. 7, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows: 2.01 Definitions. Section 1.01 of the Credit Agreement shall be amended by adding (to the extent not already included in said Section 1.01) or amending (to the extent already included in said Section 1.01) the following definitions to read in their entirety as follows: "Applicable Margin" shall mean, with respect to each type of Loan, letter of credit fees and facility fees, for the fiscal quarter commencing immediately following the delivery of a Compliance Certificate pursuant to the last sentence of Section 9.01 hereof, the percentage per annum set forth in the schedule immediately below opposite the EBITDA to Interest Expense Ratio as at the last day of the Computation Period of the Company covered by such Compliance Certificate.

I. Loans Applicable Margin
EBITDA to Interest Expense Ratio ------------Level I Period Level II Period Level III Period Level IV Period Level V Period Level VI Period Level VII Period Canadian Floating Rate Loans ---------Canadian Discount Rate Loans ----------

Base Rate Loans ---------

Eurodollar Loans ----------

Intentionally Omitted

II. Fees Applicable Margin

I. Loans Applicable Margin
EBITDA to Interest Expense Ratio ------------Level I Period Level II Period Level III Period Level IV Period Level V Period Level VI Period Level VII Period Canadian Floating Rate Loans ---------Canadian Discount Rate Loans ----------

Base Rate Loans ---------

Eurodollar Loans ----------

Intentionally Omitted

II. Fees Applicable Margin
EBITDA to Interest Expense Ratio ------------Level I Period Level II Period Level III Period Level IV Period Level V Period Level VI Period Level VII Period

Letter of Credit Fees -----------

Facility Fees -------------

Intentionally Omitted

provided that, if the Company shall fail to deliver the financial statements and the accompanying Compliance Certificate within the time periods specified in Section 9.01 hereof, the Applicable Margin shall be at the numerical Level one higher than the current Level (or, if the current Level is the Level VII Period, the Applicable Margin shall remain at the Level VII margin) for the fiscal quarter commencing immediately following the date by which such Compliance Certificate should have been so delivered. Notwithstanding anything in the foregoing to the contrary, for the fiscal quarters of the Company ending on March 31, 2002 and June 30, 2002, the Level for purposes of determining the Applicable Margin shall be not less than the Level IV Period. 2

"Cash Charges" shall mean, with respect to any period, cash charges for such period relating to Non-Cash Charges included in the computation of "Cash Flow" or "EBITDA," as the case may be, for any previous period. "Cash Flow" shall mean, for any period, the sum of the following for any Person and its Subsidiaries (if any) determined on a consolidated basis in accordance with GAAP: (i) income before taxes for such period minus (ii) equity earnings of unconsolidated Subsidiaries and Affiliates for such period (or plus equity losses of unconsolidated Subsidiaries and Affiliates for such period, as the case may be) plus (iii) Net Non-Cash Charges for such period plus (iv) Interest Expense for such period plus (v) depreciation and amortization for such period. "EBITDA" shall mean, for any period, the sum of the following for any Person and its Subsidiaries (if any) determined on a consolidated basis in accordance with GAAP: (a) the sum of (i) net income for such period, plus (ii) the aggregate amounts deducted in determining such net income in respect of (A) income taxes for such period, (B) Interest Expense for such period, (C) depreciation and amortization for such period, (D) Special Charges for such period, (E) Net Non-Cash Charges for such period, plus (iii) any contribution of capital made in accordance with clause (e) of Section 10 hereof, minus (b) any cash benefit received by the Company in any

"Cash Charges" shall mean, with respect to any period, cash charges for such period relating to Non-Cash Charges included in the computation of "Cash Flow" or "EBITDA," as the case may be, for any previous period. "Cash Flow" shall mean, for any period, the sum of the following for any Person and its Subsidiaries (if any) determined on a consolidated basis in accordance with GAAP: (i) income before taxes for such period minus (ii) equity earnings of unconsolidated Subsidiaries and Affiliates for such period (or plus equity losses of unconsolidated Subsidiaries and Affiliates for such period, as the case may be) plus (iii) Net Non-Cash Charges for such period plus (iv) Interest Expense for such period plus (v) depreciation and amortization for such period. "EBITDA" shall mean, for any period, the sum of the following for any Person and its Subsidiaries (if any) determined on a consolidated basis in accordance with GAAP: (a) the sum of (i) net income for such period, plus (ii) the aggregate amounts deducted in determining such net income in respect of (A) income taxes for such period, (B) Interest Expense for such period, (C) depreciation and amortization for such period, (D) Special Charges for such period, (E) Net Non-Cash Charges for such period, plus (iii) any contribution of capital made in accordance with clause (e) of Section 10 hereof, minus (b) any cash benefit received by the Company in any quarter of fiscal year 2002 arising as a result of actions or charges taken by the Company in the fourth quarter of fiscal year 2001 and included in the computation of Special Charges. Notwithstanding anything in the foregoing to the contrary, contributions of capital made in accordance with clause (e) of Section 10 hereof shall be included in EBITDA only for purposes of determining compliance with Section 9.07 hereof and for no other purpose in this Agreement, including, without limitation, for purposes of determining the Applicable Margin. "EBITDA to Interest Expense Ratio " shall mean, at any time, for the Company and its Subsidiaries, the ratio of (i) EBITDA for the current Computation Period to (ii) Interest Expense for the current Computation Period. "Interest Expense" shall mean, for any period, for the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP, the sum of (i) all interest accrued during such period on Indebtedness of the Company and its Subsidiaries (whether or not paid during such period) plus (ii) the net amounts payable by the Company and its Subsidiaries (or minus the net amounts receivable by the Company and its Subsidiaries) under Interest Rate Protection Agreements (whether or not actually paid or received in such period); provided that "Interest Expenses" shall exclude to the extent otherwise included (a) accrued facility fees payable under Section 2.04(a) hereof and accrued letter of credit fees payable under Section 2.01(II)(a)(4) hereof, in each case for the period of determination, (b) all interest accrued during such period on Loans made hereunder to the extent the proceeds of such Loans are used to fund Kitchen Advances permitted under Section 9.17(h) hereof, and (c) the fees and expenses of the U.S. Agent and the Company paid during such period in connection with Amendment No. 7 to the Credit Agreement. "Level" shall mean any of the Level I Period, Level II Period, Level III Period, Level IV Period, Level V Period, Level VI Period or Level VII Period, as the case may be. 3

"Level I Period" shall mean any period during which the EBITDA to Interest Expense Ratio is greater than or equal to 4.0 to 1. "Level II Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 4.0 to 1 but greater than or equal to 3.5 to 1. "Level III Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 3.5 to 1 but greater than or equal to 3.25 to 1. "Level IV Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 3.25 to 1 but greater than or equal to 3.0 to 1. "Level V Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 3.0 to 1 but greater than or equal to 2.75 to 1. "Level VI Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 2.75 to

"Level I Period" shall mean any period during which the EBITDA to Interest Expense Ratio is greater than or equal to 4.0 to 1. "Level II Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 4.0 to 1 but greater than or equal to 3.5 to 1. "Level III Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 3.5 to 1 but greater than or equal to 3.25 to 1. "Level IV Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 3.25 to 1 but greater than or equal to 3.0 to 1. "Level V Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 3.0 to 1 but greater than or equal to 2.75 to 1. "Level VI Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 2.75 to 1 but greater than or equal to 2.50 to 1. "Level VII Period" shall mean any period during which the EBITDA to Interest Expense Ratio is less than 2.50 to 1. "Net Non-Cash Charges" shall mean, with respect to any period, the amount (expressed as either a positive or negative number) obtained by subtracting Cash Charges for such period from Non-Cash Charges for such period. "Non-Cash Charges" shall mean, with respect to any period, non-cash charges in connection with transactions involving charges to income of $1,000,000 or more in any individual transaction for such period. "Special Charges" shall mean the nonrecurring charges and losses identified on Schedule XII hereto to be taken by the Company in accordance with GAAP in connection with the Company's restructuring and other corporate actions taken during the fiscal quarters of the Company ending December 31, 2001 and March 31, 2002, provided, however, that the aggregate amount of all such charges shall not exceed [ Intentionally Omitted]. 2.02 EBITDA to Interest Expense Ratio . Section 9.07 of the Credit Agreement shall be amended in its entirety as follows: 9.07 EBITDA to Interest Expense Ratio . The Company shall not permit the EBITDA to Interest Expense Ratio to be less than (a) for the fiscal quarter of the Company ending December 31, 2001, 2.75 to 1.00, (b) for the fiscal quarter of the Company ending March 31, 2002, 2.25 to 1.00, (c) for the fiscal quarter of the Company ending June 30, 2002, 2.25 to 1.00, (d) for the fiscal quarter of the Company ending September 30, 2002, 2.75 to 1.00, (e) for the fiscal quarter of the Company ending December 31, 2002, 4.00 to 1.00, and (f) for the fiscal quarter of the Company ending March 31, 2003 and each fiscal quarter of the Company thereafter, [intentionally omitted]. 4

2.03 Restricted Payments. The following sentence is hereby added to clause (b) of Section 9.12 of the Credit Agreement: "Notwithstanding the foregoing, (1) during the fourth quarter of the fiscal year of the Company ending December 31, 2002, the Company may pay Management Fees to NACCO for services actually rendered during such fiscal year in an aggregate amount not to exceed U.S.$2,400,000 provided that (I) such Management Fees shall not be paid until the Compliance Certificate for the third quarter of such fiscal year has been delivered, (II) the EBITDA to Interest Expense Ratio for the third quarter of such fiscal year is not less than 2.75 to 1.00, and (III) such Management Fees shall be included in the aggregate amount of all Restricted Payments that are authorized to be made during such fiscal year, and (2) the aggregate amount of Restricted Payments of the type described in clause (a) of the definition of "Restricted Payments" that may be made in any fiscal year of the Company in

2.03 Restricted Payments. The following sentence is hereby added to clause (b) of Section 9.12 of the Credit Agreement: "Notwithstanding the foregoing, (1) during the fourth quarter of the fiscal year of the Company ending December 31, 2002, the Company may pay Management Fees to NACCO for services actually rendered during such fiscal year in an aggregate amount not to exceed U.S.$2,400,000 provided that (I) such Management Fees shall not be paid until the Compliance Certificate for the third quarter of such fiscal year has been delivered, (II) the EBITDA to Interest Expense Ratio for the third quarter of such fiscal year is not less than 2.75 to 1.00, and (III) such Management Fees shall be included in the aggregate amount of all Restricted Payments that are authorized to be made during such fiscal year, and (2) the aggregate amount of Restricted Payments of the type described in clause (a) of the definition of "Restricted Payments" that may be made in any fiscal year of the Company in accordance with this clause (b) shall not exceed fifty percent (50%) of the amount that would otherwise be permitted by this clause (b) but for this sub-clause (2)." 2.04 Transactions with Affiliates. The following clause (x) is hereby added to Section 9.15 of the Credit Agreement: "and (x) the Company may pay Management Fees permitted by the last sentence of Section 9.12(b) hereof." 2.04 Events of Default. Clause (e) of Section 10 of the Credit Agreement shall be amended in its entirety as follows: (e) Any Obligor shall default in the performance of any of their respective obligations under Sections 9.01(h) or 9.07, 9.08, 9.09, 9.12, 9.13 or 9.14 (other than with respect to non-consensual Liens of the generic type described in Sections 9.14(b), (c), (d), (e), (f) and (g) hereof (the "Non-Consensual Liens")), 9.15 through 9.18 (inclusive), 9.21, 9.24 or 9.27 hereof and, with respect only to a default by the Company of its obligations under Sections 9.07, 9.08 or 9.09, neither NACCO nor any other Majority Interest Party shall have made a contribution of equity capital to the Company within 30 days after the Compliance Certificate for the Computation Period of the Company with respect to which default has occurred should have been delivered in accordance with Section 9.01 hereof in an amount sufficient to cure such default (which capital contribution shall not be returned to NACCO or such Majority Interest Party until the Revolving Credit Termination Date and shall not be included in the calculation of any financial covenant for any purpose hereunder other than for purposes of determining compliance with Sections 9.07, 9.08 or 9.09 and specifically shall be excluded from the determination of the EBITDA to Interest Expense Ratio for purposes of determining the Applicable Margin); or any Obligor shall default in the performance of any of their respective obligations under Section 9.14 (with respect to Non-Consensual Liens) hereof and such default in performance shall continue unremedied for a period of 10 days after the occurrence thereof or any Obligor shall default in the performance of any of its other covenants or agreements in this Agreement and such default shall continue unremedied for a period of 30 days after the occurrence thereof; or 5

2.05 Schedule XII. There is hereby added to the Credit Agreement the schedule identified as Schedule XII "Special Charges" attached to this Amendment No. 7. Section 3. Representations and Warranties. The Company represents and warrants to the Banks that on and as of the date hereof: (a) (i) the execution and delivery by the Obligors of this Amendment No. 7, and the performance by the Obligors of their obligations under the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action of the Obligors, and will not violate any provision of law, or any Obligor's charter or by-laws, or result in a breach of or constitute a default or require a consent under any indenture or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any Obligor or any of its Property may be bound or affected, and (ii) each of this Amendment No. 7 and the Credit Agreement, as amended hereby, constitutes the legal, valid and binding obligation of the Obligors, in each case enforceable against the Obligors in accordance with its terms;

2.05 Schedule XII. There is hereby added to the Credit Agreement the schedule identified as Schedule XII "Special Charges" attached to this Amendment No. 7. Section 3. Representations and Warranties. The Company represents and warrants to the Banks that on and as of the date hereof: (a) (i) the execution and delivery by the Obligors of this Amendment No. 7, and the performance by the Obligors of their obligations under the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action of the Obligors, and will not violate any provision of law, or any Obligor's charter or by-laws, or result in a breach of or constitute a default or require a consent under any indenture or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which any Obligor or any of its Property may be bound or affected, and (ii) each of this Amendment No. 7 and the Credit Agreement, as amended hereby, constitutes the legal, valid and binding obligation of the Obligors, in each case enforceable against the Obligors in accordance with its terms; (b) no Default or Event of Default has occurred and is continuing, and the representations and warranties set forth in Section 8 of the Credit Agreement are true and complete on the date hereof (or if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). It shall be an Event of Default for all purposes under the Credit Agreement, as amended hereby, if any representation or warranty made by the Company in this Amendment No. 7 shall prove to have been false or misleading as of the time made or furnished in any material respect. Section 4. Conditions Precedent. The amendments to the Credit Agreement set forth in said Section 2 shall become effective as of the date hereof, subject to the next succeeding sentence, upon the receipt by the Agents of this Amendment No. 7, duly executed and delivered by the Obligors, the Majority Banks and the Agents and payment by the Obligors to each of the Banks signing this Amendment No. 7 a fee equal to .20% of its Revolving Credit Commitment. Notwithstanding anything in the foregoing to the contrary, but subject to the conditions precedent set forth above, the amendment to the defined term "Applicable Margin" set forth in Section 2.01 hereof shall not be effective until the close of business on December 31, 2001. Section 5. Miscellaneous. The Obligors shall pay all of the fees and expenses of the U.S. Agent, including its reasonable legal fees and expenses, in connection with this Amendment No. 7. Except as amended by this Amendment No. 7, the Credit Agreement shall remain unchanged and in full force and effect. Reference in the Credit Agreement to "this Agreement" or words of similar import shall be deemed to be references to the Credit Agreement as amended hereby. This Amendment No. 7 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 7 by signing any such counterpart. This Amendment No. 7 shall be governed by, and construed in accordance with, the law of the State of New York. This Amendment No. 7 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7 to be duly executed and delivered as of the day and year first above written. OBLIGORS HAMILTON BEACH/PROCTOR-SILEX, INC.
By: /s/ James H. Taylor --------------------------------Title: Vice President and Treasurer

PROCTOR-SILEX CANADA INC.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7 to be duly executed and delivered as of the day and year first above written. OBLIGORS HAMILTON BEACH/PROCTOR-SILEX, INC.
By: /s/ James H. Taylor --------------------------------Title: Vice President and Treasurer

PROCTOR-SILEX CANADA INC.
By: /s/ James H. Taylor --------------------------------Title: Treasurer

PROCTOR-SILEX S.A. de C.V.
By: /s/ James H. Taylor --------------------------------Title: Vice President and Treasurer

BANKS KEYBANK NATIONAL ASSOCIATION, Individually and as U.S. Agent
By: /s/ Thomas J. Purcell -------------------------------Title: Senior Vice President

THE BANK OF NOVA SCOTIA, Individually and as Canadian Agent
By: /s/ Nadine Bell -------------------------------Title: Assistant Agent

7

BANK ONE, N.A. (formerly First Chicago NBD)
By: /s/ Glenn A. Currin --------------------------------Title: Director

ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA - INSTITUTO MOBILARE

BANK ONE, N.A. (formerly First Chicago NBD)
By: /s/ Glenn A. Currin --------------------------------Title: Director

ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA - INSTITUTO MOBILARE ITALIANO SPA
By: /s/ Carlo Persico --------------------------------Title: General Manager and /s/ Glen Binder --------------------------------Title: Vice President

CREDIT AGRICOLE INDOSUEZ By: Title: and Title: SUNTRUST BANK (formerly Crestar Bank)
By: /s/ Mark A. Flatin --------------------------------Title: Director

WACHOVIA BANK, N.A.
By: /s/ David J.C. Silander --------------------------------Title: Vice President

8

EXHIBIT 10(cxxvii) HAMILTON BEACH/PROCTOR-SILEX, INC. UNFUNDED BENEFIT PLAN Hamilton Beach/Proctor-Silex, Inc. (the "Company") does hereby amend and completely restate the Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan to read as follows, effective as of October 1, 2001. ARTICLE I PREFACE

EXHIBIT 10(cxxvii) HAMILTON BEACH/PROCTOR-SILEX, INC. UNFUNDED BENEFIT PLAN Hamilton Beach/Proctor-Silex, Inc. (the "Company") does hereby amend and completely restate the Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan to read as follows, effective as of October 1, 2001. ARTICLE I PREFACE SECTION 1.1 Effective Date. The original effective date of this Plan was March 10, 1993. The effective date of this amendment and restatement is October 1, 2001. SECTION 1.2 Purpose of the Plan. The purpose of this Plan is to (a) allow certain Employees to defer the receipt of certain long-term incentive compensation award payments, (b) provide for certain Employees the benefits they would have received under the Cash Balance Plan but for (i) the dollar limitation on Compensation taken into account as a result of Section 401(a)(17) of the Code, and (ii) the limitations imposed under Section 415 of the Code, and/or (c) provide for certain Employees the benefits they would have received under the Savings Plan but for the limitations imposed under Section 402(g), 401(m), 401(a)(17), 401(k)(3) or 415 of the Code. SECTION 1.3 Governing Law. This Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law. SECTION 1.4 Gender and Number. For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context. ARTICLE II DEFINITIONS Except as otherwise provided in this Plan, terms defined in the Qualified Plans as they may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly required by the context of this Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this Plan. SECTION 2.1 Account shall mean the record maintained by the Company in accordance with Section 3.6 as the sum of the Participant's Excess Profit Sharing Sub-Account, Basic Excess 401(k) Sub-Account, Basic Excess Matching Sub-Account, Additional Excess 401(k) Sub-Account, Additional Excess Matching Sub-Account and LTIP Deferral Sub-Account.

SECTION 2.2 Adjusted ROE. (a) For purposes of this Section, the following terms shall have the following meanings: (i) "Net Income (before extraordinary items)" is defined as consolidated net income, as defined by general accepted accounting principals ("GAAP"), for the Company for the subject year before extraordinary items, but including any extraordinary items related to refinancings (net of tax); (ii) "Amortization of Goodwill" is defined as the consolidated amortization expense related to the intangible asset goodwill for the Company for the subject year; (iii) "Weighted Average Stockholders' Equity" is calculated by adding the consolidated stockholders' equity for the Company, as defined by GAAP, at the beginning of the subject year and the end of each month of the subject year and dividing by thirteen;

SECTION 2.2 Adjusted ROE. (a) For purposes of this Section, the following terms shall have the following meanings: (i) "Net Income (before extraordinary items)" is defined as consolidated net income, as defined by general accepted accounting principals ("GAAP"), for the Company for the subject year before extraordinary items, but including any extraordinary items related to refinancings (net of tax); (ii) "Amortization of Goodwill" is defined as the consolidated amortization expense related to the intangible asset goodwill for the Company for the subject year; (iii) "Weighted Average Stockholders' Equity" is calculated by adding the consolidated stockholders' equity for the Company, as defined by GAAP, at the beginning of the subject year and the end of each month of the subject year and dividing by thirteen; (iv) "Weighted Average Accumulated Amortization of Goodwill" is calculated by adding consolidated accumulated amortization of goodwill, as defined by GAAP, at the beginning of the subject year and the end of each month of the subject year and dividing by thirteen. (b) "Adjusted ROE" shall mean the average return on equity of the Company calculated for the applicable time period, based on A divided by B, where: A = Net Income (before extraordinary items) + Amortization of Goodwill; and B = Weighted Average (Shareholders' Equity + Accumulated Amortization of Goodwill) Adjusted ROE shall be determined at least annually by the Company. SECTION 2.3 Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VII hereof. SECTION 2.4 Cash Balance Employee shall mean a participant in the Cash Balance Plan. SECTION 2.5 Cash Balance Plan shall mean Part II of the Combined Defined Benefit Plan for NACCO Industries, Inc. and Its Subsidiaries (commonly known as the "Hamilton Beach/Proctor-Silex, Inc. Profit Sharing Retirement Plan") (or any successor thereto), as the same may be amended from time to time. Benefits under the Cash Balance Plan were permanently frozen effective for Plan Years beginning on or after January 1, 1997. SECTION 2.6 Company shall mean Hamilton Beach/ Proctor-Silex, Inc. 2

SECTION 2.7 Compensation. For purposes of Sections 3.2 and 3.3 of the Plan, the term "Compensation" shall have the same meaning as under the Savings Plan, except that Compensation shall be deemed to include (a) the amount of compensation deferred by the Participant under this Plan and (b) amounts in excess of the limitation imposed by Code Section 401(a)(17). SECTION 2.8 Excess Retirement Benefit or Benefit shall mean an LTIP Deferral Benefit, an Excess Pension Benefit, an Excess Profit Sharing Benefit, a Basic or Additional Excess 401(k) Benefit or a Basic or Additional Excess Matching Benefit (as described in Article III) which is payable to or with respect to a Participant under this Plan. SECTION 2.9 Fixed Income Fund shall mean the Stable Asset Fund under the Savings Plan or any equivalent fixed income fund thereunder which is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor to the Stable Asset Fund. SECTION 2.10 401(k) Employee shall mean a participant in the Savings Plan who is eligible for Before-Tax and

SECTION 2.7 Compensation. For purposes of Sections 3.2 and 3.3 of the Plan, the term "Compensation" shall have the same meaning as under the Savings Plan, except that Compensation shall be deemed to include (a) the amount of compensation deferred by the Participant under this Plan and (b) amounts in excess of the limitation imposed by Code Section 401(a)(17). SECTION 2.8 Excess Retirement Benefit or Benefit shall mean an LTIP Deferral Benefit, an Excess Pension Benefit, an Excess Profit Sharing Benefit, a Basic or Additional Excess 401(k) Benefit or a Basic or Additional Excess Matching Benefit (as described in Article III) which is payable to or with respect to a Participant under this Plan. SECTION 2.9 Fixed Income Fund shall mean the Stable Asset Fund under the Savings Plan or any equivalent fixed income fund thereunder which is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor to the Stable Asset Fund. SECTION 2.10 401(k) Employee shall mean a participant in the Savings Plan who is eligible for Before-Tax and Matching Employer Contributions thereunder. SECTION 2.11 Insolvent. For purposes of this Plan, the Company shall be considered Insolvent at such time as it (a) is unable to pay its debts as they mature, or (b) is subject to a pending voluntary or involuntary proceeding as a debtor under the United States Bankruptcy Code. SECTION 2.12 LTIP Plan shall mean the Hamilton Beach/Proctor-Silex, Inc. Long-Term Incentive Compensation Plan, or any successor thereto. SECTION 2.13 Participant. (a) For purposes of Section 3.1 of the Plan, the term "Participant" shall mean a Cash Balance Employee whose benefit under the Cash Balance Plan is limited by the application of Section 401(a)(17) or 415 of the Code. (b) For purposes of Section 3.2 of the Plan, the term "Participant" shall mean a Profit Sharing Employee (i) whose Post-1996 Profit Sharing Contributions for a Plan Year are limited by the application of Section 401(a) (17) or 415 of the Code and (ii) who is classified in job grades 17 or above and, effective January 1, 2002, whose total compensation from the Controlled Group for the year of such Contribution is at least $115,000. (c) For purposes of Sections 3.3 and 3.4 of the Plan, the term "Participant" shall mean a 401(k) Employee (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Savings Plan, or who is unable to receive the maximum amount of Post-1994 Matching Employer Contributions under the Savings Plan, because of the limitations imposed under Section 402(g), 401(a)(17), 401(k)(3) or 401(m) of the Code and (ii) who is classified in job grades 17 or above and, effective January 1, 2002, whose total compensation from the Controlled Group for the year in which the deferral election is required is at least $115,000. 3

(d) For purposes of Section 3.5 of the Plan, the term "Participant" shall mean an Employee of the Company who is a participant in the LTIP Plan and who is classified in job grades 17 and above and, effective January 1, 2002, whose total compensation from the Controlled Group for the year in which the deferral election is required is at least $115,000. In addition, the Employee must be an active Employee (i.e., have not terminated employment or retired) at the time the LTIP Deferral Benefit is deferred hereunder. (e) The term "Participant" shall also include any other person who, as of September 30, 2001, was entitled to receive a Benefit under the Plan. (f) Notwithstanding the change in eligibility requirements which became effective January 1, 2002, any Employee of the Company who (i) was eligible to participate in the Plan on December 31, 2001, and (ii) actually had amounts allocated to an Account under the Plan as of such date, shall remain as an eligible Participant in the Plan on and after January 1, 2002.

(d) For purposes of Section 3.5 of the Plan, the term "Participant" shall mean an Employee of the Company who is a participant in the LTIP Plan and who is classified in job grades 17 and above and, effective January 1, 2002, whose total compensation from the Controlled Group for the year in which the deferral election is required is at least $115,000. In addition, the Employee must be an active Employee (i.e., have not terminated employment or retired) at the time the LTIP Deferral Benefit is deferred hereunder. (e) The term "Participant" shall also include any other person who, as of September 30, 2001, was entitled to receive a Benefit under the Plan. (f) Notwithstanding the change in eligibility requirements which became effective January 1, 2002, any Employee of the Company who (i) was eligible to participate in the Plan on December 31, 2001, and (ii) actually had amounts allocated to an Account under the Plan as of such date, shall remain as an eligible Participant in the Plan on and after January 1, 2002. SECTION 2.14 Plan shall mean the Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan as herein set forth or as duly amended. SECTION 2.15 Plan Administrator shall mean the Company. SECTION 2.16 Plan Year shall mean the calendar year. SECTION 2.17 Profit Sharing Employee shall mean a participant in the Savings Plan who is eligible for Post1996 Profit Sharing Contributions. SECTION 2.18 Qualified Plan shall mean (a) for Cash Balance Employees, the Cash Balance Plan, (b) for Profit Sharing Employees, the profit-sharing portion of the Savings Plan and (c) for 401(k) Employees, the Before-Tax Contributions and Matching Employer Contributions portion of the Savings Plan. References throughout this Plan to a "Qualified Plan" shall be deemed to refer to the underlying Qualified Plan to which a particular Benefit relates. SECTION 2.19 Savings Plan shall mean the Hamilton Beach/Proctor-Silex, Inc. Employees' Retirement Savings Plan (401(k)), as the same may be amended from time to time, or any successor thereto. SECTION 2.20 Unforeseeable Emergency shall mean an event which results (or will result) in severe financial hardship to the Participant as a consequence of an unexpected illness or accident or loss of the Participant's property due to casualty or other similar extraordinary or unforeseen circumstances out of the control of the Participant. SECTION 2.21 Valuation Date shall mean the last business day of each Plan Year and any other date chosen by the Plan Administrator. 4

ARTICLE III EXCESS RETIREMENT BENEFITS SECTION 3.1 Excess Pension Benefits. The Excess Pension Benefit payable to a Participant who is a Cash Balance Employee shall be a monthly benefit equal to the excess, if any, of (a) the amount of the monthly benefit that would be payable to such Participant under the Cash Balance Plan (in the form actually paid) if such Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code and, effective as of January 1, 1995, the definition of Compensation under such Plan included any amounts deferred under Section 3.3 of this Plan, over (b) the amount of the monthly benefit that is actually payable to the Participant under the Cash Balance Plan. SECTION 3.2 Excess Profit Sharing Benefits. At the time described in Section 3.6(a), the Company shall credit to a Sub-Account (the "Excess Profit Sharing Sub-Account") established for each Participant who is a Profit Sharing Employee, an amount equal to the excess, if any, of (a) the amount of the Company's Post-1996 Profit Sharing Contribution which would have been made to the profit sharing portion of the Savings Plan on behalf of

ARTICLE III EXCESS RETIREMENT BENEFITS SECTION 3.1 Excess Pension Benefits. The Excess Pension Benefit payable to a Participant who is a Cash Balance Employee shall be a monthly benefit equal to the excess, if any, of (a) the amount of the monthly benefit that would be payable to such Participant under the Cash Balance Plan (in the form actually paid) if such Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code and, effective as of January 1, 1995, the definition of Compensation under such Plan included any amounts deferred under Section 3.3 of this Plan, over (b) the amount of the monthly benefit that is actually payable to the Participant under the Cash Balance Plan. SECTION 3.2 Excess Profit Sharing Benefits. At the time described in Section 3.6(a), the Company shall credit to a Sub-Account (the "Excess Profit Sharing Sub-Account") established for each Participant who is a Profit Sharing Employee, an amount equal to the excess, if any, of (a) the amount of the Company's Post-1996 Profit Sharing Contribution which would have been made to the profit sharing portion of the Savings Plan on behalf of the Participant if (i) such Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code and (ii) the term "Compensation" (as defined in Section 2.7 hereof) were used for purposes of determining the amount of profit sharing contributions under the Savings Plan, over (b) the amount of the Company's Post1996 Profit Sharing Contribution which is actually made to the Savings Plan on behalf of the Participant for such Plan Year (the "Excess Profit Sharing Benefits"). SECTION 3.3 Basic and Additional Excess 401(k) Benefits. (a) Amount of Excess 401(k) Benefits. Each 401(k) Employee who is a Participant, may, prior to the first day of any Plan Year, by completing an approved deferral election form direct the Company to reduce his Compensation for such Plan Year by the difference between (i) a specified percentage, in 1% increments, with a maximum of 17%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Savings Plan for such Plan Year by reason of the application of the limitations imposed under Sections 402(g), 401(a)(17), or 401 (k)(3) of the Code (which amounts shall be referred to as the "Excess 401(k) Benefits"). (b) Classification of Excess 401(k) Benefits. The Excess 401(k) Benefits for a particular Plan Year shall be calculated monthly and shall be further divided into the "Basic Excess 401(k) Benefits" and the "Additional Excess 401(k) Benefits" as follows: (i) The Basic Excess 401(k) Benefits shall be determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the 401(k) Deferral Election Form for such Plan Year or 7% and the denominator of which is the percentage of Compensation elected to be deferred; and (ii) The Additional Excess 401(k) Benefits (if any) shall be determined by multiplying such Excess 401(k) Benefit by a fraction, the numerator of which is the 5

difference between (1) the percentage of Compensation elected to be deferred in the 401(k) Deferral Election Form for such Plan Year and (2) 7%, and the denominator of which is the percentage of Compensation elected to be deferred. The Basic Excess 401(k) Benefits shall be credited to the Basic Excess 401(k) Sub-Account under this Plan and the Additional Excess 401(k) Benefits shall be credited to the Additional Excess 401(k) Sub-Account hereunder. The Basic and Additional Excess 401(k) Sub-Accounts shall be referred to collectively as the "Excess 401(k) Sub-Account." (c) Rules Relating to Excess 401(k) Deferral Elections. (i) Deferral Period/Payment Date. The initial deferral election made by a Participant shall also contain the

difference between (1) the percentage of Compensation elected to be deferred in the 401(k) Deferral Election Form for such Plan Year and (2) 7%, and the denominator of which is the percentage of Compensation elected to be deferred. The Basic Excess 401(k) Benefits shall be credited to the Basic Excess 401(k) Sub-Account under this Plan and the Additional Excess 401(k) Benefits shall be credited to the Additional Excess 401(k) Sub-Account hereunder. The Basic and Additional Excess 401(k) Sub-Accounts shall be referred to collectively as the "Excess 401(k) Sub-Account." (c) Rules Relating to Excess 401(k) Deferral Elections. (i) Deferral Period/Payment Date. The initial deferral election made by a Participant shall also contain the Participant's election regarding the time of the commencement of payment of the Participant's entire Excess 401 (k) Sub-Account hereunder. The Participant may elect to commence payment of his Excess 401(k) Sub-Account as soon as practicable following (1) the date on which he ceases to be an Employee of a Controlled Group Member, (2) January 1st of the year following the date on which he ceases to be an Employee of a Controlled Group Member, (3) the date on which he attains a specified age, or (4) the earlier or later of such dates. A Participant who does not timely and properly file such an election form shall be deemed to have elected to receive his Excess 401(k) Sub-Account as soon as practicable following the date on which he ceases to be an Employee of a Controlled Group Member. (ii) Change of Payment Date. Notwithstanding the foregoing, a Participant who is an Employee may elect to change the payment date selected (or deemed selected) for his Excess 401(k) Sub-Account to one of the other dates permitted under (i) above; provided, however that (1) the form electing such change is filed with the Plan Administrator at least two (2) years prior to the original payment date and while the Participant is an Employee, (2) the new payment date is at least two (2) years after the date the form is filed and (3) the Participant remains employed throughout such two (2) year period. Any election to change the payment date which does not meet all of the foregoing requirements shall not be valid and, in such case, payment shall be made in accordance with the Participant's last effective payment date election. (iii) Special Election. Due to administrative errors on the part of the Company, all payment date elections which were made by Participants who are actively employed by the Company on November 1, 2000 were deemed null and void as of such date. Such Participants were given new payment date election forms which had to be completed during a 45-day election period specified by the Company. Such elections superceded all prior elections. Any such Participant who did not timely and properly file such an election form is deemed to have elected to receive all amounts credited to his Excess 401(k) Sub-Account (whether before or after the Effective Date of this restatement of the Plan) as soon as practicable following the date on which he ceases to be an Employee of the Controlled Group; provided, however, that such a Participant may elect to change such deemed payment date in accordance with the requirements of (ii) above. 6

(d) Effect and Duration of Deferral Election. Any direction by a Participant to make deferrals of Excess 401(k) Benefits hereunder shall be effective with respect to Compensation otherwise payable to the Participant during the Plan Year for which the 401(k) Deferral Election Form is in effect, and the Participant shall not be eligible to receive such Excess 401(k) Benefits. Instead, such amounts shall be credited to the Participant's Basic and Additional Excess 401(k) Sub-Accounts (as applicable) as provided in Section 3.6(b). Any directions made in accordance with Subsection (a) above shall be irrevocable and shall remain in effect for subsequent Plan Years unless changed or terminated by the Participant for Plan Years commencing after such change or termination, on the appropriate form provided by the Plan Administrator, prior to the first day of such subsequent Plan Year. (e) Automatic Termination/Suspension of Deferral Election. (i) A Participant's direction to make deferrals of Excess 401(k) Benefits shall automatically terminate on the earlier of the date on which (1) the Participant ceases

(d) Effect and Duration of Deferral Election. Any direction by a Participant to make deferrals of Excess 401(k) Benefits hereunder shall be effective with respect to Compensation otherwise payable to the Participant during the Plan Year for which the 401(k) Deferral Election Form is in effect, and the Participant shall not be eligible to receive such Excess 401(k) Benefits. Instead, such amounts shall be credited to the Participant's Basic and Additional Excess 401(k) Sub-Accounts (as applicable) as provided in Section 3.6(b). Any directions made in accordance with Subsection (a) above shall be irrevocable and shall remain in effect for subsequent Plan Years unless changed or terminated by the Participant for Plan Years commencing after such change or termination, on the appropriate form provided by the Plan Administrator, prior to the first day of such subsequent Plan Year. (e) Automatic Termination/Suspension of Deferral Election. (i) A Participant's direction to make deferrals of Excess 401(k) Benefits shall automatically terminate on the earlier of the date on which (1) the Participant ceases employment with the Company, (2) the Company is deemed Insolvent, (3) the Participant is no longer eligible to make deferrals of Excess 401(k) Benefits hereunder, or (4) the Plan is terminated. (ii) Any Participant whose eligibility to make Before-Tax Contributions to the Savings Plan has been suspended because he has taken a hardship withdrawal from the Savings Plan shall not be eligible to make deferrals of Excess 401(k) Benefits under this Plan for the period of his suspension from the Savings Plan. (iii) The Plan Administrator may, in its sole and absolute discretion, pursuant to nondiscriminatory rules adopted by the Plan Administrator, reduce and/or cease the deferral of Excess 401(k) Benefits being made by one or more Participants, to the extent deemed necessary or desirable in order to satisfy the requirements of any applicable law (including, without limitation, federal securities laws). SECTION 3.4 Excess Matching Benefits. (a) Amount. A 401(k) Employee shall have credited to his Basic or Additional Excess Matching Sub-Account (as applicable) an amount equal to the Post-1994 Matching Employer Contributions attributable to the Basic or Additional Excess 401(k) Benefits that he is prevented from receiving under the Savings Plan because of the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3) and 401(m) (collectively, the "Excess Matching Benefits"). (b) Time of Payment. The Excess Matching Benefits shall be paid (or commence to be paid) at the same time as Participant's Excess 401(k) Benefits. SECTION 3.5 LTIP Deferral Benefits. (a) Amount. Each Participant (as defined in Section 2.13(d)) may, with the consent of the Company, by completing an approved election form, direct the Company to (i) reduce an Award (as that term is defined in the LTIP Plan) payable under the LTIP Plan by a 7

specified dollar amount or percentage and (ii) to credit the amount of the reduction (the "LTIP Deferral Benefit") to the LTIP Deferral Sub-Account hereunder. (b) Deferral Election. A Participant may elect to make a separate deferral election with respect to each Award under the LTIP Plan. Except as specifically permitted by the Company, each such election must be made no later than one year prior to the date such Award would otherwise be payable to the Participant under the LTIP Plan. (c) Deferral Period/Payment Date. The initial deferral election made by a Participant shall also contain the Participant's election regarding the time of the commencement of payment of the Participant's entire LTIP Deferral Sub-Account hereunder. The Participant may elect to commence payment of his LTIP Deferral SubAccount as soon as practicable following (1) the date on which he ceases to be an Employee of a Controlled

specified dollar amount or percentage and (ii) to credit the amount of the reduction (the "LTIP Deferral Benefit") to the LTIP Deferral Sub-Account hereunder. (b) Deferral Election. A Participant may elect to make a separate deferral election with respect to each Award under the LTIP Plan. Except as specifically permitted by the Company, each such election must be made no later than one year prior to the date such Award would otherwise be payable to the Participant under the LTIP Plan. (c) Deferral Period/Payment Date. The initial deferral election made by a Participant shall also contain the Participant's election regarding the time of the commencement of payment of the Participant's entire LTIP Deferral Sub-Account hereunder. The Participant may elect to commence payment of his LTIP Deferral SubAccount as soon as practicable following (1) the date on which he ceases to be an Employee of a Controlled Group Member, (2) January 1st of the year following the date on which he ceases to be an Employee of a Controlled Group Member, (3) the date on which he attains a specified age, or (4) the earlier or later of such dates. A Participant who does not timely and properly file such an election form shall be deemed to have elected to receive his LTIP Deferral Sub-Account as soon as practicable following the date on which he ceases to be an Employee of a Controlled Group Member. (d) Change of Payment Date. Notwithstanding the foregoing, a Participant who is an Employee may elect to change the payment date selected (or deemed selected) for his LTIP Deferral Sub-Account to one of the other dates permitted under (i) above; provided, however that (1) the form electing such change is filed with the Plan Administrator at least two (2) years prior to the original payment date and while the Participant is an Employee, (2) the new payment date is at least two (2) years after the date the form is filed and (3) the Participant remains employed throughout such two (2) year period. Any election to change the payment date which does not meet all of the foregoing requirements shall not be valid and, in such case, payment shall be made in accordance with the Participant's last effective payment date election. (e) Effect and Duration of LTIP Deferral Election. Any direction by a Participant to defer receipt of all or part of an Award under the LTIP Plan and to receive LTIP Deferral Benefits in lieu of such Award shall be irrevocable with respect to such Award. (f) Automatic Termination/Suspension of LTIP Deferral Election. (i) A Participant's direction to make deferrals of LTIP Deferral Benefits shall automatically terminate on the earlier of the date on which (1) the Participant ceases employment with the Company, (2) the Company is deemed Insolvent, (3) the Participant ceases to satisfy the requirements of Section 2.13(d) or (4) the Plan is terminated. (ii) The Plan Administrator may, in its sole and absolute discretion, pursuant to nondiscriminatory rules adopted by the Plan Administrator, reduce and/or cease the deferral of LTIP Deferral Benefits being made by one or more Participants, to the extent deemed necessary or desirable in order to satisfy the requirements of any applicable law (including, without limitation, federal securities laws). SECTION 3.6 Participant's Account. The Company shall establish and maintain on its books an Account for each Participant which shall contain the following entries: 8

(a) Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.2, which shall be credited to the Sub-Account at the time the Profit Sharing Contributions are otherwise credited to Participants' Accounts under the Savings Plan; (b) Credits to a Basic or Additional Excess 401(k) Sub-Account (as applicable) for the Basic and Additional Excess 401(k) Benefits described in Section 3.3, which shall be credited to the Sub-Account when a 401(k) Employee is prevented from making a Before-Tax Contribution under the Savings Plan; (c) Credits to a Basic or Additional Excess Matching Sub-Account (as applicable) for the Basic or Additional

(a) Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.2, which shall be credited to the Sub-Account at the time the Profit Sharing Contributions are otherwise credited to Participants' Accounts under the Savings Plan; (b) Credits to a Basic or Additional Excess 401(k) Sub-Account (as applicable) for the Basic and Additional Excess 401(k) Benefits described in Section 3.3, which shall be credited to the Sub-Account when a 401(k) Employee is prevented from making a Before-Tax Contribution under the Savings Plan; (c) Credits to a Basic or Additional Excess Matching Sub-Account (as applicable) for the Basic or Additional Excess Matching Benefits described in Section 3.4, which shall be credited to the Sub-Account when a 401(k) Employee is prevented from receiving Post-1994 Matching Employer Contributions under the Savings Plan; (d) Credits to an LTIP Deferral Sub-Account for the LTIP Deferral Benefits described in Section 3.5, which shall be credited to the Sub-Account at the time the Award would otherwise be payable to the Participant under the LTIP Plan; (e) Credits to all such Sub-Accounts for the earnings described in Article IV, which shall continue until the SubAccounts have been distributed to the Participant or his Beneficiary; and (f) Debits for any distributions made from such Sub-Accounts and any amounts forfeited under Section 6.1(d). To the extent determined necessary by the Company, the Company may also establish a "notional account" in the name of each Cash Balance Employee to reflect the Excess Pension benefits payable to such Employees. SECTION 3.7 Effect on other Benefits. Benefits payable to or with respect to a Participant under the Qualified Plans or any other Company-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan. ARTICLE IV EARNINGS SECTION 4.1 Earnings on Basic 401(k) and Matching Sub-Accounts and Profit Sharing Sub-Accounts. (a) Subject to Subsection (b) and Section 4.4, at the end of each calendar month during a Plan Year, the Excess Profit Sharing Sub-Account, Basic Excess 401(k) Sub-Account and Basic Excess Matching Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant's average SubAccount balance during such month by the blended rate earned during such month by the Fixed Income Fund. Notwithstanding the foregoing, in the event that the Adjusted ROE determined for such Plan Year exceeds the rate credited to the Sub-Accounts under the preceding sentence, such Sub-Accounts shall retroactively be credited with the difference between (1) the amount determined 9

under the preceding sentence, and (2) the amount determined by multiplying the Participant's average SubAccount balance during each month of such Plan Year by the Adjusted ROE determined for such Plan Year, compounded monthly. (b) The Adjusted ROE calculation described in Subsection (a) shall be made during the month in which the Participant terminates employment and shall be based on the year-to-date Adjusted ROE for the month ending prior to the date the Participant terminated employment, as calculated by the Company. For any subsequent month, such Adjusted ROE calculation shall not apply. The Fixed Income Fund calculation described above for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund. SECTION 4.2 Earnings on Additional 401(k) and Matching Sub-Accounts. Subject to Section 4.3, at the end of

under the preceding sentence, and (2) the amount determined by multiplying the Participant's average SubAccount balance during each month of such Plan Year by the Adjusted ROE determined for such Plan Year, compounded monthly. (b) The Adjusted ROE calculation described in Subsection (a) shall be made during the month in which the Participant terminates employment and shall be based on the year-to-date Adjusted ROE for the month ending prior to the date the Participant terminated employment, as calculated by the Company. For any subsequent month, such Adjusted ROE calculation shall not apply. The Fixed Income Fund calculation described above for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund. SECTION 4.2 Earnings on Additional 401(k) and Matching Sub-Accounts. Subject to Section 4.3, at the end of each calendar month during a Plan Year, the Additional Excess 401(k) Sub-Account and Additional Excess Matching Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant's average Sub-Account balance during such month by the blended rate earning during such month by the Fixed Income Fund. The earnings calculation for the month in which the participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund. SECTION 4.3 Earnings on LTIP Deferral Sub-Accounts. Subject to Section 4.4, at the end of each calendar month during a Plan Year, the LTIP Deferral Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant's average Sub-Account balance during such month by the "10-Year U.S. Treasury Yield" plus 2.0%. For purposes hereof, the 10-Year U.S. Treasury Yield shall be the 10 year yield on US Treasury issues as listed in the Bond Market Data Bank for the last day of the preceding calendar quarter as printed in the Wall Street Journal. In the event that a yield is not listed for a maturity exactly 10 years from the calendar quarter end, the next preceding chronological treasury bond issue yield shall be used. SECTION 4.4 Changes in Limitations on Earnings Assumptions. (a) The NACCO Industries, Inc. Benefits Committee (the "Committee") may change (but not suspend) the earnings rate credited to Accounts hereunder at any time upon at least 30 days advance notice to Participants. (b) Notwithstanding any provision of the Plan to the contrary, in no event will earnings on Accounts for a Plan Year be credited at a rate which exceeds 14%. ARTICLE V VESTING SECTION 5.1 Vesting. A Participant shall always be 100% vested in all amounts credited to his Account hereunder and in his Excess Pension Benefits. 10

ARTICLE VI DISTRIBUTION OF BENEFITS TO PARTICIPANTS SECTION 6.1 Time and Manner of Payment. (a) Excess Pension Benefits. (i) Timing. A Participant who is a Cash Balance Employee is required to elect the time and manner of payment of his benefits under the Cash Balance Plan before he will be eligible to receive payment of his Excess Pension Benefit hereunder. The Excess Pension Benefit payable to a Participant shall be paid at the same time or times and in the same manner as the benefits payable to the Participant under the Cash Balance Plan. (ii) Form. Notwithstanding the foregoing, in the event that the monthly payments of the Excess Pension Benefits

ARTICLE VI DISTRIBUTION OF BENEFITS TO PARTICIPANTS SECTION 6.1 Time and Manner of Payment. (a) Excess Pension Benefits. (i) Timing. A Participant who is a Cash Balance Employee is required to elect the time and manner of payment of his benefits under the Cash Balance Plan before he will be eligible to receive payment of his Excess Pension Benefit hereunder. The Excess Pension Benefit payable to a Participant shall be paid at the same time or times and in the same manner as the benefits payable to the Participant under the Cash Balance Plan. (ii) Form. Notwithstanding the foregoing, in the event that the monthly payments of the Excess Pension Benefits payable to a Participant hereunder following the Participant's termination of the employment with the Controlled Group amount to less than Fifty Dollars ($50) per month, such Excess Pension Benefits shall be paid in the form of a single lump sum payment. Such lump sum amount shall be equal to the Actuarial Equivalent present value of such Excess Pension Benefits. (b) Excess Profit Sharing Benefits. The Excess Profit Sharing Benefit payable to a Participant shall be paid in the form of a single lump sum payment at the time the corresponding Post-1996 Profit Sharing Contributions payable to the Participant under the Savings Plan commence to be paid. (c) Excess 401(k) and Matching Benefits/LTIP Deferral Benefits. (i) Timing. A Participant's Excess 401(k) Sub-Account, Excess Matching Sub-Account and LTIP Deferral SubAccount shall be paid (or commence to be paid) to the Participant as soon as practicable after the date specified in the Participant's last valid election form (as provided in Section 3.3(c) or 3.5(c), as applicable). (ii) Normal Form of Payment. The Excess 401(k) Sub-Account , Excess Matching Sub-Account and LTIP Deferral Sub-Account shall each be distributed in the form of ten annual installments with each installment being based on the value of the applicable Sub-Account on the Valuation Date immediately preceding the date such installment is to be paid and being a fraction of such value in which the numerator is one and the denominator is the total number of remaining installments to be paid. (iii) Optional Forms of Payment. Notwithstanding the foregoing, the Participant may elect to receive the amounts credited to his Excess 401(k) Sub-Account and/or his Excess Matching Sub-Account and/or his LTIP Deferral Sub-Account in the form of a single lump sum payment or in annual installments for a period of less than 10 years by filing a notice in writing, signed by the Participant and filed with the Plan Administrator while the Participant is alive and at least one year prior to the time he had elected to commence receiving payment of such Sub-Account. Any such election of the form of payment may be changed at any time and from time to time, without the consent 11

of any other person, by filing a later election in writing that is signed by a Participant and filed with the Plan Administrator while such Participant is alive and at least one year prior to the time he had elected to commence receiving payment of such Sub-Account. (iv) Unforeseeable Emergency Distributions. Notwithstanding the foregoing, the Company may at any time, upon written request of the Participant cause to be paid to such Participant an amount equal to all or any part of the Participant's Excess 401(k) Sub-Account and/or Excess Matching Sub-Account and/or LTIP Deferral SubAccount if the Company determines, in its absolute discretion based on such reasonable evidence that it shall require, that such a payment or payments is necessary for the purpose of alleviating the consequences of an Unforeseeable Emergency occurring with respect to the Participant. Payments of amounts because of an Unforeseeable Emergency shall be permitted only to the extent reasonably necessary to satisfy the emergency need. (d) Withdrawals Subject to a 10% Penalty.

of any other person, by filing a later election in writing that is signed by a Participant and filed with the Plan Administrator while such Participant is alive and at least one year prior to the time he had elected to commence receiving payment of such Sub-Account. (iv) Unforeseeable Emergency Distributions. Notwithstanding the foregoing, the Company may at any time, upon written request of the Participant cause to be paid to such Participant an amount equal to all or any part of the Participant's Excess 401(k) Sub-Account and/or Excess Matching Sub-Account and/or LTIP Deferral SubAccount if the Company determines, in its absolute discretion based on such reasonable evidence that it shall require, that such a payment or payments is necessary for the purpose of alleviating the consequences of an Unforeseeable Emergency occurring with respect to the Participant. Payments of amounts because of an Unforeseeable Emergency shall be permitted only to the extent reasonably necessary to satisfy the emergency need. (d) Withdrawals Subject to a 10% Penalty. (i) The provisions of this Subsection shall apply notwithstanding any other provision of the Plan to the contrary. (ii) A Participant who is an Employee may, at any time (and from time to time) elect in writing to receive a withdrawal from one or more of the following Sub-Accounts: (A) the Additional Excess 401(k) Sub-Account; (B) the Additional Excess Matching Sub-Account; and (C) the LTIP Deferral Sub-Account. (iii) In addition to the amounts described in (ii) above, Participants who have ceased to be Employees of the Controlled Group may also elect in writing to receive a withdrawal from one or more of the following SubAccounts: (A) the Basic Excess 401(k) Sub-Account; (B) the Basic Excess Matching Sub-Account; and (C) the Excess Profit Sharing Sub-Account. (iv) Withdrawals under this Subsection shall be equal to the entire amount credited to any such Sub-Account, less 10%. Such 10% reduction shall be treated as a forfeiture hereunder and shall immediately be subtracted from the applicable Sub-Account, never to be restored. (e) Payment Restriction. Notwithstanding any provision of the Plan to the contrary, the payment of all or any portion of the amounts payable hereunder will be deferred to the extent that any amount payable, when added to any other compensation received or to be received by the Participant in the same calendar year, would not be deductible by the Company 12

by reason of Section 162(m) of the Code. The amount to be deferred will equal the amount that otherwise would not be deductible by the Company by reason of Section 162(m) of the Code, but in no event greater than the total amount otherwise payable hereunder. The deferred amount shall become payable on December 31 of the first succeeding calendar year in which such amount, when added to all other compensation received or to be received by the Participant in such calendar year, would not be non-deductible by the Company by reason of Section 162(m) of the Code. The Nominating, Organization and Compensation Committee of the Board of Directors, in its sole and absolute discretion, shall have the authority to waive this payment restriction (in whole or in part) upon the written request of the Participant.

by reason of Section 162(m) of the Code. The amount to be deferred will equal the amount that otherwise would not be deductible by the Company by reason of Section 162(m) of the Code, but in no event greater than the total amount otherwise payable hereunder. The deferred amount shall become payable on December 31 of the first succeeding calendar year in which such amount, when added to all other compensation received or to be received by the Participant in such calendar year, would not be non-deductible by the Company by reason of Section 162(m) of the Code. The Nominating, Organization and Compensation Committee of the Board of Directors, in its sole and absolute discretion, shall have the authority to waive this payment restriction (in whole or in part) upon the written request of the Participant. SECTION 6.2 Small Sub-Accounts. Notwithstanding the foregoing, in the event that the Participant's Account does not exceed $10,000 at the time of such Participant's termination of employment with the Controlled Group, such Account shall automatically be paid to him in a single lump sum payment as soon as practicable following his termination of employment. SECTION 6.3 Liability for Payment/Expenses. The Company shall be liable for the payment of the Excess Retirement Benefits which are payable hereunder to the Participants. Expenses of administering the Plan shall be paid by the Company. ARTICLE VII BENEFICIARIES SECTION 7.1 Beneficiary Designations. A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant's death. Separate Beneficiary designations may be made for each Benefit under the Plan. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, (a) the Beneficiary of a Participant for his Excess Pension Benefits shall be his beneficiary under the Cash Balance Plan and (b) the Beneficiary of a Participant for his Account shall be his Beneficiary under the Savings Plan. A person designated by a Participant as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant's Beneficiary unless the Participant's designation specifically provided to the contrary. If two or more persons designated as a Participant's Beneficiary are in existence with respect to a single Excess Retirement Benefit the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant's designation specifically provides for a different allocation. SECTION 7.2 Change in Beneficiary. (a) Anything herein or in the Qualified Plans to the contrary notwithstanding, a Participant may, at any time and from time to time, change a Beneficiary designation hereunder without the consent of any existing Beneficiary or any other person. A change in Beneficiary hereunder may be made regardless of whether such a change is also made under the applicable underlying Qualified Plan. In other words, the Beneficiary hereunder need not be the same as under the applicable underlying Qualified Plan. 13

(b) Any change in Beneficiary shall be made by giving written notice thereof to the Plan Administrator and any change shall be effective only if received by the Plan Administrator prior to the death of the Participant. SECTION 7.3 Distributions to Beneficiaries. (a) Amount of Benefits. (i) Amount of Excess Pension Benefit. The Excess Pension Benefit payable to a Beneficiary under this Plan shall be a monthly benefit equal to the excess, if any, of (A) the amount of the monthly benefit that would be payable to the Beneficiary last effectively designated by the Participant under the Cash Balance Plan (in the form actually paid) if such Plan did not contain the limitations imposed under Sections 401(a)(17) or 415 of the Code and the definition of Compensation under such Plan included any amounts deferred under this Plan over (B) the amount of the monthly benefit that is actually paid to such Beneficiary under such Plan.

(b) Any change in Beneficiary shall be made by giving written notice thereof to the Plan Administrator and any change shall be effective only if received by the Plan Administrator prior to the death of the Participant. SECTION 7.3 Distributions to Beneficiaries. (a) Amount of Benefits. (i) Amount of Excess Pension Benefit. The Excess Pension Benefit payable to a Beneficiary under this Plan shall be a monthly benefit equal to the excess, if any, of (A) the amount of the monthly benefit that would be payable to the Beneficiary last effectively designated by the Participant under the Cash Balance Plan (in the form actually paid) if such Plan did not contain the limitations imposed under Sections 401(a)(17) or 415 of the Code and the definition of Compensation under such Plan included any amounts deferred under this Plan over (B) the amount of the monthly benefit that is actually paid to such Beneficiary under such Plan. (ii) Amount of Excess Profit Sharing Benefit. The Excess Profit Sharing Benefit payable to a Participant's Beneficiary under this Plan shall be equal to such Participant's Excess Profit Sharing Sub-Account balance on the date of the distribution. (iii) Amount of Excess 401(k) and Excess Matching Benefits. The Excess 401(k) and Excess Matching Benefits payable to a Participant's Beneficiary under this Plan shall be equal to such Participant's Excess 401(k) and Excess Matching Sub-Account balances on the date of distribution. (iv) Amount of LTIP Deferral Benefit. The LTIP Deferral Benefits payable to a Participant's Beneficiary under this Plan shall be equal to such Participant's LTIP Deferral Sub-Account balance on the date of distribution. (b) Time and Manner of Payment. (i) Excess Pension Benefit. The Excess Pension Benefit payable to a Beneficiary under this Plan shall be paid at the same time or times and in the same manner as the benefits payable to the Beneficiary last effectively designated by the Participant under the Cash Balance Plan; provided however, that the provisions of Subsection 6.1(a)(ii) shall apply to such Benefit, treating the Beneficiary hereunder as if he were the Participant. (ii) Excess Profit Sharing Benefit/Excess 401(k) Benefit and Excess Matching Benefit/LTIP Deferral Benefit. The Excess Profit Sharing Benefit, Excess 401(k) Benefit and Excess Matching Benefit and LTIP Deferral Benefit payable to a Beneficiary under this Plan shall be paid as soon as practicable following the death of the Participant in the form of a lump sum payment. (c) Effect of Different Beneficiaries under this Plan and the Cash Balance Plan. In the event the Beneficiary designated hereunder for the Excess Pension Benefit is different than the Beneficiary under the Cash Balance Plan, (i) if the Beneficiary hereunder dies 14

after the Participant but while the Beneficiary under the Cash Balance Plan is still living, any remaining payments hereunder shall be payable, as they come due, to the estate of the Beneficiary hereunder and (ii) if the Beneficiary hereunder predeceases the Beneficiary under the Cash Balance Plan and the Participant, the Beneficiary hereunder shall revert to the Beneficiary last effectively designated under the Cash Balance Plan unless and until the Participant again makes a change of Beneficiary pursuant to Section 7.2. ARTICLE VIII MISCELLANEOUS SECTION 8.1 Liability of Company. Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company and any Participant, Beneficiary or any other person. SECTION 8.2 Limitation on Rights of Participants and Beneficiaries - No Lien. The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any

after the Participant but while the Beneficiary under the Cash Balance Plan is still living, any remaining payments hereunder shall be payable, as they come due, to the estate of the Beneficiary hereunder and (ii) if the Beneficiary hereunder predeceases the Beneficiary under the Cash Balance Plan and the Participant, the Beneficiary hereunder shall revert to the Beneficiary last effectively designated under the Cash Balance Plan unless and until the Participant again makes a change of Beneficiary pursuant to Section 7.2. ARTICLE VIII MISCELLANEOUS SECTION 8.1 Liability of Company. Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company and any Participant, Beneficiary or any other person. SECTION 8.2 Limitation on Rights of Participants and Beneficiaries - No Lien. The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Company. SECTION 8.3 No Guarantee of Employment. Nothing in this Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of the Company solely at the will of the Company subject to discharge at any time, with or without cause. SECTION 8.4 Payment to Guardian. If a Benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Plan Administrator may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such Benefit. SECTION 8.5 Assignment. No right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, the Plan Administrator shall honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all or a Participant's or Beneficiary's vested interest under this Plan to an "alternate payee" as defined in Code Section 414(p). SECTION 8.6 Severability. If any provision of this Plan or the application thereof to any circumstance(s) or person(s) is held to be invalid by a court of competent 15

jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby. ARTICLE IX ADMINISTRATION OF PLAN SECTION 9.1 Administration. (a) In general. The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting

jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby. ARTICLE IX ADMINISTRATION OF PLAN SECTION 9.1 Administration. (a) In general. The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular Employee is a Participant, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator's determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the provisions of Sections 9.3 and 9.4 hereof. (b) Delegation of Duties. The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator or administrators. SECTION 9.2 Regulations. The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, subject only to the provisions of Sections 9.3 and 9.4 hereof, be final and binding on all persons. SECTION 9.3 Claims Procedures. The Plan Administrator shall determine the rights of any person to any Excess Retirement Benefits hereunder. Any person who believes that he has not received the Excess Retirement Benefits to which he is entitled under the Plan may file a claim in writing with the Plan Administrator. The Plan Administrator shall, no later than 90 days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension of time is given to the claimant within the first 90 day period), either allow or deny the claim in writing. If a claimant does not receive written notice of the Plan Administrator's decision on his claim within the above-mentioned period, the claim shall be deemed to have been denied in full. A written denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include: (a) the specific reasons for the denial; 16

(b) specific reference to pertinent Plan provisions on which the denial is based; (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (d) an explanation of the claim review procedure. A claimant whose claim is denied (or his duly authorized representative) may within 60 days after receipt of denial of a claim file with the Plan Administrator a written request for a review of such claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, the Company (or its delegate) shall conduct a full and fair review of such claim. During such review, the claimant

(b) specific reference to pertinent Plan provisions on which the denial is based; (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (d) an explanation of the claim review procedure. A claimant whose claim is denied (or his duly authorized representative) may within 60 days after receipt of denial of a claim file with the Plan Administrator a written request for a review of such claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, the Company (or its delegate) shall conduct a full and fair review of such claim. During such review, the claimant shall be given the opportunity to review documents that are pertinent to his claim and to submit issues and comments in writing. For this purpose, the Company (or its delegate) shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 9.1(a) above. The Company shall mail or deliver to the claimant a written decision on the matter based on the facts and the pertinent provisions of the Plan within 60 days after the receipt of the request for review (unless special circumstances require an extension of up to 60 additional days, in which case written notice of such extension shall be given to the claimant prior to the commencement of such extension). Such decision shall be written in a manner calculated to be understood by the claimant, shall state the specific reasons for the decision and the specific Plan provisions on which the decision was based and shall, to the extent permitted by law, be final and binding on all interested persons. If the decision on review is not furnished to the claimant within the abovementioned time period, the claim shall be deemed to have been denied on review. SECTION 9.4 Revocability of Plan Administrator/ Company Action. Any action taken by the Plan Administrator or the Company with respect to the rights or benefits under the Plan of any person shall be revocable by the Plan Administrator or the Company as to payments not yet made to such person, and acceptance of any Excess Retirement Benefits under the Plan constitutes acceptance of and agreement to the Plan Administrator's or the Company's making any appropriate adjustments in future payments to such person (or to recover from such person) any excess payment or underpayment previously made to him. SECTION 9.5 Amendment. The Committee may at any time amend any or all of the provisions of this Plan, except that (a) no such amendment may adversely affect the amount of any Participant's Excess Retirement Benefit as of the date of such amendment and (b) no such amendment may suspend the crediting of earnings on the balance of a Participant's Account, until the entire balance of such Account has been distributed, in either case, without the prior written consent of the affected Participant. Any amendment shall be in the form of a written instrument executed by an officer of the Company on the order of the Committee. Subject to the 17

foregoing provisions of this Section, such amendment shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. SECTION 9.6 Termination. (a) The Company, in its sole discretion, may terminate this Plan at any time and for any reason whatsoever, except that, subject to Subsection (b) hereof, (i) no such termination may adversely affect the amount of any Participant's Excess Retirement Benefit as of the date of such termination and (ii) no such termination may suspend the crediting of earnings on the balance of a Participant's Account, until the entire balance of such Account has been distributed, in either case, without the prior written consent of the affected Participant. Any

foregoing provisions of this Section, such amendment shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. SECTION 9.6 Termination. (a) The Company, in its sole discretion, may terminate this Plan at any time and for any reason whatsoever, except that, subject to Subsection (b) hereof, (i) no such termination may adversely affect the amount of any Participant's Excess Retirement Benefit as of the date of such termination and (ii) no such termination may suspend the crediting of earnings on the balance of a Participant's Account, until the entire balance of such Account has been distributed, in either case, without the prior written consent of the affected Participant. Any such termination shall be expressed in the form of a written instrument executed by an officer of the Company on the order of the Nominating, Organization and Compensation Committee of the Board of Directors of the Company. Subject to the foregoing provisions of this Section, such termination shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice of any termination shall be given to the Participants as soon as practicable after the instrument is executed. (b) Notwithstanding anything in the Plan to the contrary, in the event of a termination of the Plan (or any portion thereof), the Company, in its sole and absolute discretion, shall have the right to change the time and form of distribution of Participants' Excess Retirement Benefits. Executed this 20th day of October, 2001. HAMILTON BEACH/PROCTOR-SILEX, INC.
By: /s/ Michael J. Morecroft -----------------------------Title: President and CEO

18

EXHIBIT 10(cxxviii) AMENDMENT NO. 1 TO THE HAMILTON BEACH/PROCTOR-SILEX, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF OCTOBER 1, 2001) Hamilton Beach/Proctor-Silex, Inc. hereby adopts this Amendment No. 1 to The Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan (As Amended and Restated Effective October 1, 2001) (the "Plan"), to be effective as of January 1, 2002. Words used herein with initial capital letters which are defined in the Plan are used herein as so defined. SECTION 1 Section 3.3(a) of the Plan is hereby amended in its entirety to read as follows: "(a) Amount of Excess 401(k) Benefits. Each 401(k) Employee who is a Participant, may, prior to the first day of any Plan Year, by completing an approved deferral election form direct the Company to reduce his Compensation for such Plan Year by the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum before-Tax Contributions actually permitted to be contributed for him to the Savings Plan for such Plan Year by reason of the application of the limitations imposed under Sections 402(g), 401(a)(17), or 401 (k)(3) of the Code (which amounts shall be referred to as the "Excess 401(k) Benefits")." EXECUTED this 21st day of December, 2001.

EXHIBIT 10(cxxviii) AMENDMENT NO. 1 TO THE HAMILTON BEACH/PROCTOR-SILEX, INC. UNFUNDED BENEFIT PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF OCTOBER 1, 2001) Hamilton Beach/Proctor-Silex, Inc. hereby adopts this Amendment No. 1 to The Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan (As Amended and Restated Effective October 1, 2001) (the "Plan"), to be effective as of January 1, 2002. Words used herein with initial capital letters which are defined in the Plan are used herein as so defined. SECTION 1 Section 3.3(a) of the Plan is hereby amended in its entirety to read as follows: "(a) Amount of Excess 401(k) Benefits. Each 401(k) Employee who is a Participant, may, prior to the first day of any Plan Year, by completing an approved deferral election form direct the Company to reduce his Compensation for such Plan Year by the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum before-Tax Contributions actually permitted to be contributed for him to the Savings Plan for such Plan Year by reason of the application of the limitations imposed under Sections 402(g), 401(a)(17), or 401 (k)(3) of the Code (which amounts shall be referred to as the "Excess 401(k) Benefits")." EXECUTED this 21st day of December, 2001. HAMILTON BEACH/PROCTOR-SILEX, INC.
By: /s/ Charles A. Bittenbender --------------------------Title: Assistant Secretary

EXHIBIT 21 SUBSIDIARIES OF NACCO INDUSTRIES, INC. As of the date of the Annual Report on Form 10-K to which this is an Exhibit, the subsidiaries of NACCO Industries, Inc. were as follows:
NAME ---Bellaire Corporation The Coteau Properties Company The Falkirk Mining Company Hamilton Beach/Proctor-Silex, Inc. Hamilton Beach/Proctor-Silex de Mexico, S.A. de C.V. Housewares Holding Company HB-PS Holding Company, Inc. Hyster-Yale Materials Handling, Inc. The Kitchen Collection, Inc. Mississippi Lignite Mining Company NACCO Materials Handling Group, Inc. NACCO Materials Handling Group, Ltd. NACCO Materials Handling Group, Pty., Ltd. NACCO Materials Handling, B.V. NACCO Materials Handling, S.r.l. NACCO Materials Handling Limited NMH Holding, B.V. NMHG Distribution B.V. INCORPORATION ------------Ohio Ohio Ohio Delaware Mexico Delaware Delaware Delaware Delaware Texas Delaware England Australia Netherlands Italy England Netherlands Netherlands

EXHIBIT 21 SUBSIDIARIES OF NACCO INDUSTRIES, INC. As of the date of the Annual Report on Form 10-K to which this is an Exhibit, the subsidiaries of NACCO Industries, Inc. were as follows:
NAME ---Bellaire Corporation The Coteau Properties Company The Falkirk Mining Company Hamilton Beach/Proctor-Silex, Inc. Hamilton Beach/Proctor-Silex de Mexico, S.A. de C.V. Housewares Holding Company HB-PS Holding Company, Inc. Hyster-Yale Materials Handling, Inc. The Kitchen Collection, Inc. Mississippi Lignite Mining Company NACCO Materials Handling Group, Inc. NACCO Materials Handling Group, Ltd. NACCO Materials Handling Group, Pty., Ltd. NACCO Materials Handling, B.V. NACCO Materials Handling, S.r.l. NACCO Materials Handling Limited NMH Holding, B.V. NMHG Distribution B.V. NMHG Distribution Co. NMHG Distribution Pty. Limited NMHG Holding Co. NMHG Mexico S.A. de C.V. The North American Coal Corporation North American Coal Royalty Company Oxbow Property Company L.L.C. Powhatan Corporation Proctor-Silex Canada, Inc. Proctor-Silex, S.A. de C.V. Red Hills Property Company L.L.C. Red River Mining Company The Sabine Mining Company INCORPORATION ------------Ohio Ohio Ohio Delaware Mexico Delaware Delaware Delaware Delaware Texas Delaware England Australia Netherlands Italy England Netherlands Netherlands Delaware Australia Delaware Mexico Delaware Delaware Louisiana Delaware Ontario (Canada) Mexico Mississippi Texas Nevada

The Company has omitted the names of its subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a "significant subsidiary" within the meaning of Rule 1-02 contained in Regulation S-X.

EXHIBIT 23(i) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated February 12, 2002 included in this Form 10-K, into the Company's previously filed Registration Statement (No. 33-3422) on Form S-4 and Registration Statement (No. 33-52660) on Form S-8.
/s/ Arthur Andersen LLP Cleveland, Ohio March 22, 2002

EXHIBIT 24(i)

EXHIBIT 23(i) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated February 12, 2002 included in this Form 10-K, into the Company's previously filed Registration Statement (No. 33-3422) on Form S-4 and Registration Statement (No. 33-52660) on Form S-8.
/s/ Arthur Andersen LLP Cleveland, Ohio March 22, 2002

EXHIBIT 24(i) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Owsley Brown II --------------------------Owsley Brown II

Date: February 13, 2002 -----------------

EXHIBIT 24(ii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or

EXHIBIT 24(i) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Owsley Brown II --------------------------Owsley Brown II

Date: February 13, 2002 -----------------

EXHIBIT 24(ii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Robert M. Gates --------------------------Robert M. Gates

Date: February 12, 2002 -----------------

EXHIBIT 24(iii) POWER OF ATTORNEY

EXHIBIT 24(ii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Robert M. Gates --------------------------Robert M. Gates

Date: February 12, 2002 -----------------

EXHIBIT 24(iii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Leon J. Hendrix, Jr. -------------------------Leon J. Hendrix, Jr.

Date: February 13, 2002 -----------------

EXHIBIT 24(iv) POWER OF ATTORNEY

EXHIBIT 24(iii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Leon J. Hendrix, Jr. -------------------------Leon J. Hendrix, Jr.

Date: February 13, 2002 -----------------

EXHIBIT 24(iv) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ David H. Hoag -------------------------David H. Hoag

Date: February 12, 2002 -----------------

EXHIBIT 24(v) POWER OF ATTORNEY

EXHIBIT 24(iv) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ David H. Hoag -------------------------David H. Hoag

Date: February 12, 2002 -----------------

EXHIBIT 24(v) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Dennis W. LaBarre -------------------------Dennis W. LaBarre

Date: February 12, 2002 -----------------

EXHIBIT 24(vi) POWER OF ATTORNEY

EXHIBIT 24(v) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Dennis W. LaBarre -------------------------Dennis W. LaBarre

Date: February 12, 2002 -----------------

EXHIBIT 24(vi) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Richard de J. Osborne -------------------------Richard de J. Osborne

Date: February 13, 2002 -----------------

EXHIBIT 24(vii) POWER OF ATTORNEY

EXHIBIT 24(vi) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Richard de J. Osborne -------------------------Richard de J. Osborne

Date: February 13, 2002 -----------------

EXHIBIT 24(vii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Ian M. Ross -------------------------Ian M. Ross

Date: February 12, 2002 -----------------

EXHIBIT 24(viii) POWER OF ATTORNEY

EXHIBIT 24(vii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Ian M. Ross -------------------------Ian M. Ross

Date: February 12, 2002 -----------------

EXHIBIT 24(viii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Britton T. Taplin -------------------------Britton T. Taplin

Date: February 13, 2002 -----------------

EXHIBIT 24(ix) POWER OF ATTORNEY

EXHIBIT 24(viii) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Britton T. Taplin -------------------------Britton T. Taplin

Date: February 13, 2002 -----------------

EXHIBIT 24(ix) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ David F. Taplin -------------------------David F. Taplin

Date: February 13, 2002 -----------------

EXHIBIT 24(x) POWER OF ATTORNEY

EXHIBIT 24(ix) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ David F. Taplin -------------------------David F. Taplin

Date: February 13, 2002 -----------------

EXHIBIT 24(x) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ John F. Turben -------------------------John F. Turben

Date: February 12, 2002 -----------------

EXHIBIT 99(i) NACCO Industries, Inc.

EXHIBIT 24(x) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of NACCO Industries, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Constantine E. Tsipis, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of NACCO Industries, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001, and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-infact, and each of them, full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ John F. Turben -------------------------John F. Turben

Date: February 12, 2002 -----------------

EXHIBIT 99(i) NACCO Industries, Inc. Unaudited Consolidating Statement of Operations and Comprehensive Income (Loss) For the Year Ended December 31, 2001

(In millions)
NMHG -----------------------------------------------Wholesale Retail Elims Consolidate --------------------------------$1,463.3 $ 298.8 $ (89.7) $1,672.4 --------------------------------1,463.3 298.8 (89.7) 1,672.4 1,273.4 244.0 (94.6) 1,422.8 ----------------------------189.9 54.8 4.9 249.6 173.1 84.7 (2.2) 255.6 4.1 4.7 -8.8 -10.4 -10.4 11.4 1.5 -12.9 ----------------------------1.3 (46.5) 7.1 (38.1) (12.9) -8.0 (10.6) -------(15.5) -------(14.2) (0.6) (5.0) --0.4 -------(4.6) -------(51.1) (14.6) (5.2) ----------(5.2) -------1.9 0.7 (23.1) -8.0 (10.2) -------(25.3) -------(63.4) (14.5)

Net sales Other revenues Revenues Cost of sales Gross profit Selling, general and administrative expenses Restructuring charges Loss on sale of dealers Amortization of goodwill Operating profit (loss) Other income (expense) Interest expense Closed mine obligations Insurance recovery Other-net

Income (loss) before income taxes, minority interest and cumulative effect of accounting changes Income tax provision (benefit)

EXHIBIT 99(i) NACCO Industries, Inc. Unaudited Consolidating Statement of Operations and Comprehensive Income (Loss) For the Year Ended December 31, 2001

(In millions)
NMHG -----------------------------------------------Wholesale Retail Elims Consolidate --------------------------------$1,463.3 $ 298.8 $ (89.7) $1,672.4 --------------------------------1,463.3 298.8 (89.7) 1,672.4 1,273.4 244.0 (94.6) 1,422.8 ----------------------------189.9 54.8 4.9 249.6 173.1 84.7 (2.2) 255.6 4.1 4.7 -8.8 -10.4 -10.4 11.4 1.5 -12.9 ----------------------------1.3 (46.5) 7.1 (38.1) (12.9) -8.0 (10.6) -------(15.5) -------(14.2) (0.6) -------(13.6) 0.8 -------(12.8) (1.3) -------$ (14.1) ======== (27.6) -------$ (41.7) ======== (5.0) --0.4 -------(4.6) -------(51.1) (14.6) -------(36.5) --------(36.5) --------$ (36.5) ======== 1.0 -------$ (35.5) ======== (5.2) ----------(5.2) -------1.9 0.7 -------1.2 --------1.2 --------$ 1.2 ======== --------$ 1.2 ======== (23.1) -8.0 (10.2) -------(25.3) -------(63.4) (14.5) -------(48.9) 0.8 -------(48.1) (1.3) -------$ (49.4) ======== (26.6) -------$ (76.0) ========

Net sales Other revenues Revenues Cost of sales Gross profit Selling, general and administrative expenses Restructuring charges Loss on sale of dealers Amortization of goodwill Operating profit (loss) Other income (expense) Interest expense Closed mine obligations Insurance recovery Other-net

Income (loss) before income taxes, minority interest and cumulative effect of accounting changes Income tax provision (benefit) Income (loss) before minority interest and cumulative effect of accounting changes Minority interest income (expense) Income (loss) before cumulative effect of accounting changes Cumulative effect of accounting changes Net income (loss) Change in comprehensive income (loss) Comprehensive income (loss)

Net sales Other revenues Revenues Cost of sales Gross profit Selling, general and administrative expenses Restructuring charges Loss on sale of dealers Amortization of goodwill Operating profit (loss) Other income (expense) Interest expense

NACoal -----------------------------------Project NACoal Mining excl Proj Subsidiaries Mines Consolidated ------------ --------- -----------$ 260.9 $ 47.6 $ 308.5 -24.8 24.8 ---------------------260.9 72.4 333.3 215.2 43.0 258.2 ---------------------45.7 29.4 75.1 3.7 9.5 13.2 ------------------------------42.0 19.9 61.9 (16.4) (10.0) (26.4)

NACCO & Other -------$ 0.1 --------0.1 0.3 -------(0.2) 9.5 ----------(9.7) (0.2)

Closed mine obligations Insurance recovery Other-net

--0.2 -------(16.2) -------25.8 5.8 -------20.0 --------20.0 --------$ 20.0 ======== 2.2 -------$ 22.2 ========

--(1.1) -------(11.1) -------8.8 3.2 -------5.6 --------5.6 --------$ 5.6 ======== (7.1) -------$ (1.5) ========

--(0.9) -------(27.3) -------34.6 9.0 -------25.6 --------25.6 --------$ 25.6 ======== (4.9) -------$ 20.7 ========

(1.3) -10.8 -------9.3 -------(0.4) (0.4) -------------------------$ -======== --------$ -========

Income (loss) before income taxes, minority interest and cumulative effect of accounting changes Income tax provision (benefit) Income (loss) before minority interest and cumulative effect of accounting changes Minority interest income (expense) Income (loss) before cumulative effect of accounting changes Cumulative effect of accounting changes Net income (loss) Change in comprehensive income (loss) Comprehensive income (loss)

EXHIBIT 99(ii) NACCO Industries, Inc. Unaudited Consolidating Balance Sheet December 31, 2001 (In millions)
NACoa --------------------Project NACoal Mining excl Pr Subsidiaries Mines ------------ -------

NMHG ---------Current Assets Cash and cash equivalents Accounts receivable, net Intercompany accounts receivable Intercompany notes receivable Inventories Deferred income taxes Prepaid expenses and other

Housewares ----------

59.6 165.7 23.0 -234.5 32.9 12.2 ---------527.9 280.5

$

8.0 74.9 2.8 -84.8 6.3 7.3 ---------184.1 55.1

$

2.6 15.9 4.9 10.6 31.0 0.9 0.8 ---------66.7 257.9

$

$

(1 1

------1 13

Property, Plant and Equipment, net Deferred Charges Goodwill, net Coal supply agreements, net Deferred costs and other Deferred income taxes

344.2 -1.9 15.7 ---------361.8 34.9 ---------$ 1,205.1 ==========

83.7 -3.1 15.2 ---------102.0 6.3 ---------$ 347.5 ==========

--35.9 ----------35.9 22.6 ---------$ 383.1 ==========

8

------9

Other Assets

------$ 25 =======

Total Assets

Current Liabilities Accounts payable Intercompany accounts payable Revolving credit agreements Revolving credit agreement expected to be refinanced Current maturities of long-term debt

$

176.6 0.1 36.2 265.0 25.5

$

39.0 1.5 23.5 ---

$

14.6 0.6 ----

$

1

EXHIBIT 99(ii) NACCO Industries, Inc. Unaudited Consolidating Balance Sheet December 31, 2001 (In millions)
NACoa --------------------Project NACoal Mining excl Pr Subsidiaries Mines ------------ -------

NMHG ---------Current Assets Cash and cash equivalents Accounts receivable, net Intercompany accounts receivable Intercompany notes receivable Inventories Deferred income taxes Prepaid expenses and other

Housewares ----------

59.6 165.7 23.0 -234.5 32.9 12.2 ---------527.9 280.5

$

8.0 74.9 2.8 -84.8 6.3 7.3 ---------184.1 55.1

$

2.6 15.9 4.9 10.6 31.0 0.9 0.8 ---------66.7 257.9

$

$

(1 1

------1 13

Property, Plant and Equipment, net Deferred Charges Goodwill, net Coal supply agreements, net Deferred costs and other Deferred income taxes

344.2 -1.9 15.7 ---------361.8 34.9 ---------$ 1,205.1 ==========

83.7 -3.1 15.2 ---------102.0 6.3 ---------$ 347.5 ==========

--35.9 ----------35.9 22.6 ---------$ 383.1 ==========

8

------9

Other Assets

------$ 25 =======

Total Assets

Current Liabilities Accounts payable Intercompany accounts payable Revolving credit agreements Revolving credit agreement expected to be refinanced Current maturities of long-term debt Current obligations of project mining subsidiaries Accrued payroll Accrued warranty obligations Intercompany notes payable Other current liabilities

176.6 0.1 36.2 265.0 25.5 -20.0 34.3 8.0 112.2 ---------677.9 27.7 -115.2 2.3 382.0 ---------$ 1,205.1 ==========

$

39.0 1.5 23.5 ---9.2 0.2 3.0 33.0 ---------109.4 80.3 -12.2 -145.6 ---------$ 347.5 ==========

$

14.6 0.6 ---37.9 4.2 --5.1 ---------62.4 -271.3 44.5 -4.9 ---------$ 383.1 ==========

$

$

1

1 ------4 14

Long-term Debt Obligations of Project Mining Subsidiaries Self-insurance Reserves and Other Minority Interest Stockholders' Equity Total Liabilities and Stockholders' Equity

2

4 ------$ 25 =======

NACCO & Other ---------Current Assets Cash and cash equivalents

NACCO Elims ----------

NACCO Consolidated ------------

$

--

$

--

$

71.9

Accounts receivable, net Intercompany accounts receivable Intercompany notes receivable Inventories Deferred income taxes Prepaid expenses and other

0.1 3.8 69.3 --12.0 ---------85.2 2.5

-(38.1) (69.3) --(0.1) ---------(107.5) --

264.5 --360.6 40.2 32.8 ---------770.0 732.0

Property, Plant and Equipment, net Deferred Charges Goodwill, net Coal supply agreements, net Deferred costs and other Deferred income taxes

---18.4 ---------18.4 590.1 ---------$ 696.2 ==========

--0.1 (23.2) ---------(23.1) (589.7) ---------$ (720.3) ==========

427.9 85.2 50.7 26.1 ---------589.9 70.0 ---------$ 2,161.9 ==========

Other Assets

Total Assets

Current Liabilities Accounts payable Intercompany accounts payable Revolving credit agreements Revolving credit agreement expected to be refinanced Current maturities of long-term debt Current obligations of project mining subsidiaries Accrued payroll Accrued warranty obligations Intercompany notes payable Other current liabilities

0.6 34.5 ----3.0 -46.0 4.3 ---------88.4 --65.2 -542.6 ---------$ 696.2 ==========

$

(0.2) (37.8) ------(69.3) (0.1) ---------(107.4) --(23.1) -(589.8) ---------$ (720.3) ==========

$

235.3 -59.7 265.0 41.9 37.9 38.5 34.5 -161.5 ---------874.3 248.1 271.3 235.5 3.4 529.3 ---------$ 2,161.9 ==========

$

Long-term Debt Obligations of Project Mining Subsidiaries Self-insurance Reserves and Other Minority Interest Stockholders' Equity Total Liabilities and Stockholders' Equity

EXHIBIT 99(iii) NACCO Industries, Inc. Unaudited Consolidating Statement of Cash Flows For the Year Ended December 31, 2001

(In millions)
NMHG ------Operating Activities Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion and amortization Deferred income taxes Minority interest (income) expense Cumulative effect of accounting changes $(49.4) Housewares ---------$(12.2) NACoal -----$ 25.6

60.4 (8.5) (0.8) 1.3

21.2 (6.5) ---

35.7 7.9 ---

EXHIBIT 99(iii) NACCO Industries, Inc. Unaudited Consolidating Statement of Cash Flows For the Year Ended December 31, 2001

(In millions)
NMHG ------Operating Activities Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion and amortization Deferred income taxes Minority interest (income) expense Cumulative effect of accounting changes Restructuring charges Loss on sale of assets Other non-cash items Working capital changes, excluding the effect of business acquisitions: Intercompany receivable/payable Accounts receivable Inventories Other current assets Accounts payable and other liabilities Net cash provided by operating activities $(49.4) Housewares ---------$(12.2) NACoal -----$ 25.6

60.4 (8.5) (0.8) 1.3 8.8 10.5 1.6

21.2 (6.5) --12.7 -(3.6)

35.7 7.9 ----4.1

(17.4) 30.6 38.2 1.3 (45.6) -----31.0 ------

(6.8) 15.1 8.3 (0.9) 1.2 -----28.5 ------

1.0 (2.9) (5.1) (0.2) 3.4 -----69.5 ------

Investing Activities Expenditures for property, plant and equipment Proceeds from the sale of property, plant, and equipment Acquisitions of businesses, net of cash acquired Investments in unconsolidated affiliates Intercompany loans Other - net Net cash used for investing activities

(53.5) 13.0 (3.9) (0.3) 11.0 (2.5) -----(36.2) ------

(13.4) ---3.0 ------(10.4) ------

(37.2) 4.9 --3.8 (1.5) -----(30.0) ------

Financing Activities Additions to long-term debt and revolving credit agreements Reductions to long-term debt and revolving credit agreements Additions to obligations of project mining subsidiaries Reductions of obligations of project mining subsidiaries Deferred financing fees Cash dividends paid Capital grants Other - net Net cash provided by (used for) financing activities

68.9 (22.0) --(0.7) (5.0) 0.1 ------41.3 -----(0.9) ------

-(7.2) --(0.3) (10.0) -------(17.5) -----(0.2) ------

-(14.6) 76.4 (95.0) -(3.0) -(0.7) -----(36.9) ------------

Effect of exchange rate changes on cash

Cash and Cash Equivalents Increase for the year Balance at the beginning of the year Balance at the end of the year

35.2 24.4 -----$ 59.6 ======

0.4 7.6 -----$ 8.0 ======

2.6 1.7 -----$ 4.3 ======

EXHIBIT 99(iv)

EXHIBIT 99(iv) NACCO Industries, Inc. Unaudited Consolidating Statement of Stockholders' Equity For the Year Ended December 31, 2001

(In millions)
NMHG -----$ ------------198.2 ------198.2 283.9 (49.4) (5.0) -----229.5 (19.1) (9.2) (0.7) (13.4) -(3.3) -----(45.7) -----$382.0 ====== Housewares ---------$ ------------160.6 ------160.6 12.4 (12.2) (10.0) -----(9.8) (2.1) (0.2) (0.9) -0.9 (2.9) -----(5.2) -----$145.6 ====== NACoal -----$ ------------15.1 ------15.1 16.1 25.6 (3.0) -----38.7 --(1.8) --(3.1) -----(4.9) -----$ 48.9 ====== NACCO & Other ------$ 6.5 -----1.6 -----3.6 1.1 -----4.7 507.4 -(7.6) -----499.8 -----------------$512.6 ======

Class A Common Stock Class B Common Stock Capital In Excess of Par Value Beginning balance Shares issued under stock option and compensation plans

Retained Earnings Beginning balance Net income (loss) Cash dividends

Accumulated Other Comprehensive Income (Loss) Beginning balance Foreign currency translation adjustment Cumulative effect of change in accounting for derivatives and hedging Minimum pension liability adjustment Reclassification of hedging activity into earnings Current period cash flow hedging activity

Total Stockholders' Equity

EXHIBIT 99(v) NACCO INDUSTRIES, INC. March 26, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: Arthur Andersen LLP ("Arthur Andersen"), the independent public accountant for NACCO Industries, Inc. during 2001, has represented to us by letter dated March 22, 2002 that its audit of the consolidated financial statements of NACCO Industries, Inc. and subsidiaries as of December 31, 2001 and for the year then ended was subject to Arthur Andersen's quality control system for the U.S. accounting and auditing practice so as to provide reasonable assurance that the engagement was conducted in compliance with professional standards, that there was appropriate continuity of Arthur Andersen personnel working on the audit, availability of national office consultation, and availability of personnel at foreign affiliates of Arthur Andersen to conduct the relevant portions of the audit.

EXHIBIT 99(v) NACCO INDUSTRIES, INC. March 26, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: Arthur Andersen LLP ("Arthur Andersen"), the independent public accountant for NACCO Industries, Inc. during 2001, has represented to us by letter dated March 22, 2002 that its audit of the consolidated financial statements of NACCO Industries, Inc. and subsidiaries as of December 31, 2001 and for the year then ended was subject to Arthur Andersen's quality control system for the U.S. accounting and auditing practice so as to provide reasonable assurance that the engagement was conducted in compliance with professional standards, that there was appropriate continuity of Arthur Andersen personnel working on the audit, availability of national office consultation, and availability of personnel at foreign affiliates of Arthur Andersen to conduct the relevant portions of the audit. Very truly yours,
/s/ Kenneth C. Schilling Kenneth C. Schilling Vice President and Controller