This Agreement - NACCO INDUSTRIES INC - 8-14-1995

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This  Agreement - NACCO INDUSTRIES INC - 8-14-1995 Powered By Docstoc
					Exhibit 10(clxxv) MASTERTRUSTAGREEMENT THIS AGREEMENT OF TRUST (the "Agreement") effective the 30th day of June, 1995, by and between NACCO INDUSTRIES, INC., a Delaware corporation (the "Company"), and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the "Trustee"), WITNESSETH WHEREAS, certain wholly-owned subsidiaries of the Company (the "Subsidiaries") maintain the tax-qualified employee benefit plans identified on Exhibit A hereto for the exclusive benefit of certain employees (such plans being referred to herein individually as a "Plan" and collectively as the "Plans"); WHEREAS, the authority to conduct the general operation and administration of each of the Plans is vested in the Administrative Committee (or Committees) appointed under each such Plan, which Committees shall have the authorities specified in the applicable Plan (or portion thereof, as applicable) and in this Trust Agreement; WHEREAS, each such Administrative Committee (collectively, the "Plan Administrator") shall only have authority with respect to the Plan (or portion thereof, as applicable) under which it has been appointed; WHEREAS, the Company previously established the Master Trust between NACCO INDUSTRIES, INC. and STATE STREET BANK AND TRUST COMPANY (dated October 1, 1992) (the "State Street Trust") as the funding medium and governing trust instrument for the Plans; WHEREAS, the Company and the Trustee desire to amend and restate the State Street Trust into the form of this written agreement of trust, which agreement shall also constitute a master trust. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree and declare as follows: ARTICLE I ESTABLISHMENT OF THE TRUST Section 1.1. The Company and the Trustee hereby agree to the establishment of a trust consisting of such sums of money and other property as shall from time to time be paid to the Trustee under the Plans and such earnings, income and appreciation as may accrue thereon, which, less losses, taxes, compensation and expenses paid in accordance with Article VI and any payments made by the Trustee to carry out the purposes of the Plans, are referred to herein as the "Fund". The Trustee shall carry out the duties and responsibilities herein specified, but shall be under no duty to determine whether the amount of any contribution by the Company or the Subsidiaries (collectively, the "Employers") is in accordance with the terms of the Plans nor shall the Trustee be responsible for the collection of any contributions required under the Plans. Section 1.2. The Fund shall be held, invested, reinvested and administered by the Trustee in accordance with the terms of the Plans and this Agreement solely in the interest of Participants and their Beneficiaries and for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plans. Except as provided in Section 4.2, no assets of the Plans shall inure to the benefit of the Employers. Section 1.3. The Trustee shall pay benefits and expenses from the Fund only upon the written direction of the Plan Administrator. The Trustee shall be fully entitled to rely on such directions furnished by the Plan Administrator, and shall be under no duty to ascertain whether the directions are in accordance with the provisions of the Plans. Section 1.4. The Fund is a master trust fund which holds the assets of more than one qualified plan of the Employers. The Fund shall be subdivided into sub-trusts to account for each Plan's interest in the Fund. In

furtherance thereof, all transfers to, withdrawals from, and other transactions regarding the Fund shall be conducted in such a way that the proportionate interest in the Fund of each Plan and the fair market value of that interest may be determined at any time. Whenever the assets of more than one Plan are commingled in the Fund or in any Investment Fund (as defined in Article II), the undivided interest therein of that Plan shall be debited or credited (as the case may be) (i) for the entire amount of every contribution received on behalf of that plan, every benefit payment or other expense attributable solely to that Plan; and (ii) for its proportionate share of every item collected or accrued income, gain or loss, and general expense, and other transactions attributable to the Fund or that Investment Fund as a whole. As of each date when the fair market value of the investments held in the Fund or an Investment Fund are determined, the Trustee shall adjust the value of each Plan's interest therein the reflect the net increase or decrease in such values since such last day. ARTICLE II INVESTMENT OF THE FUND Section 2.1. The NACCO Industries, Inc. Retirement Funds Investment Committee (the "Investment Committee") shall direct the Trustee to establish one or more separate investment accounts within the Fund, each separate account being hereinafter referred to as an "Investment Fund". In accordance with Section 1.4 hereof, each Plan's interest in each Investment Fund shall be separately accounted for. In the absence of the existence of an Investment Committee, all Investment Committee actions under this Agreement shall be taken by the Company. The Trustee shall transfer to each such Investment Fund such portion of the assets of the Fund as the Plan Administrator directs in accordance with the specific provisions of each Plan. All interest, dividends and other income received with respect to, and any proceeds received from the sale or other disposition of, securities or other property held in an Investment Fund shall be credited to and reinvested in such Investment Fund. All expenses of the Fund which are allocable to a particular Investment fund shall be so allocated and charged. The Investment Committee shall notify the Trustee in writing of the selection of the Investment Funds currently available for investment under the Plans, and any changes thereto. Section 2.2. Each Participant shall have the exclusive right, in accordance with the provisions of the Plans, to direct the investment by the Trustee of all amounts allocated to the separate accounts of the Participant under the Plans among any one or more of the available Investment Funds. All investment directions by Participants shall be timely furnished to the Trustee by the Plan Administrator, except to the extent such directions are transmitted telephonically or otherwise by Participants directly to the Trustee or its delegate in accordance with rules and procedures established and approved by the Plan Administrator and communicated to the Trustee. Section 2.3. In making any investment of the assets of the Fund, the Trustee shall be fully entitled to rely on such directions furnished to it by the Plan Administrator or by Participants in accordance with the Plan Administrator's approved rules and procedures, and shall be under no duty to make any inquiry or investigation with respect thereto. If the Trustee receives any contribution under a Plan that is not accompanied by instructions directing its investment, the Trustee shall immediately notify the appropriate Plan Administrator of that fact, and the Trustee may, in its discretion, hold or return all or a portion of the contribution uninvested without liability for loss of income or appreciation pending receipt of proper investment directions. Otherwise, it is specifically intended under the Plans and this Agreement that the Trustee shall have no discretionary authority to determine the investment of the assets of the Fund. Section 2.4. To the extent specifically authorized by the Plans, the Investment Committee may direct the Trustee to establish one or more Investment Funds all of the assets of which shall be invested in securities which constitute "qualifying employer securities" or "qualifying employer real property" within the meaning of Section 407 of ERISA. It shall be the duty of the Investment Committee to determine that such investment is not prohibited by Section 406 or 407 of ERISA. Section 2.5. Investment Manager Appointment. The Investment committee, from time to time and in accordance with the provisions of the Plans, may appoint one or more independent Investment Managers, pursuant to a written investment management agreement describing the powers and duties of the Investment Manager, to direct the investment and reinvestment of all or a portion of the Trust Fund or an Investment fund (hereinafter referred to as an "Investment Account"). The Investment Committee shall be responsible for ascertaining that while each Investment Manager is acting in

that capacity hereunder, the following requirements are satisfied: (a) The Investment Manager is either (I) registered as an investment adviser under the Investment Advisers Act of 1940, as amended, (ii) a bank as defined in that Act or (iii) an insurance company qualified to perform the services described in (b) below under the laws or more than one state. (b) The Investment Manager has the power to manage, acquire or dispose of any assets of the Plans for which it is responsible hereunder. (c) The Investment Manager has acknowledged in writing to the Investment Committee, the Administrator and the Trustee that he or it is a fiduciary with respect to the Plans within the meaning of Section 3(21)(A) of ERISA. The Investment Committee shall furnish the Trustee with written notice of the appointment of each Investment Manager hereunder, and of the termination of any such appointment. Such notice shall specify the assets which shall constitute the Investment Account. The Trustee shall be fully protected in relying upon the effectiveness of such appointment and the Investment Manager's continuing satisfaction of the requirements set forth above until it receives written notice from the Investment Committee to the contrary. The Trustee shall conclusively presume that each Investment Manager, under its investment management agreement, is entitled to act, in directing the investment and reinvestment of the Investment Account for which it is responsible, in its sole and independent discretion and without limitation, except for any limitations which from time to time the Investment Committee and the Trustee agree (in writing) shall modify the scope of such authority. The Trustee shall have no liability (i) for the acts or omissions of any Investment Manager; (ii) for following directions, including investment directions of an Investment Manager, an Administrator or the Investment Committee, which are given in accordance with this Trust Agreement; or (iii) for any loss of any kind which may result by reason of the manner of division of the Trust Fund or Investment Fund into Investment Accounts. An Investment Manager shall certify, at the request of the Trustee, the value of any securities or other property held in any Investment Account managed by such Investment Manager, and such certification shall be regarded as a direction with regard to such valuation. The Trustee shall be entitled to conclusively rely upon such valuation for all purposes under this Trust Agreement. Section 2.6. Subject to the foregoing provisions of this Article the Trustee shall have the authority, in addition to any authority given by law, to exercise the following powers in the administration of the Trust: (a) to invest and reinvest all or a part of the Fund in accordance with Participants' investment directions in any available Investment Fund selected by the Investment Committee without restriction to investments authorized for fiduciaries, including, without limitation on the amount that may be invested therein, any common, collective or commingled trust fund maintained by the Trustee. Any investment in, and any terms and conditions of, any common, collective or commingled trust fund available only to employee trusts which meets the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or corresponding provisions of subsequent income tax laws of the United States, shall constitute an integral part of this Agreement and each of the Plans, and is hereby incorporated by reference. The commingling of the assets of this Fund with the assets of all other qualified participating trusts in such common collective of commingled trust funds is specifically authorized. (b) to dispose of all or any part of the investments, securities, or other property which may from time to time or at any time constitute the Fund in accordance with the investment directions by the Investment Committee or Participants furnished to it pursuant to Sections 2.1 and 2.2 respectively or the written directions by the Plan Administrator furnished to it pursuant to Section 1.3, and to make, execute and deliver to the purchasers thereof good and sufficient deeds of conveyance therefor, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership thereto, free and discharged of all trusts and without liability on the part of such purchasers to see to the application of the purchase money; (c) to hold cash uninvested to the extent necessary to pay benefits or expenses of the Plans; (d) to cause any investment of the Fund to be registered in the name of the Trustee or the name of its nominee or nominees or to retain such investment unregistered or in a form permitting transfer by delivery; provided that the books and records of the Trustee shall at all times show that all such investments are part of the Fund;

(e) to vote in person or by proxy with respect to all shares of the mutual funds offered by The Vanguard Group, Inc. (the "Vanguard Funds") which are held by the Plan solely in accordance with directions furnished to it by the Investment Committee, and to vote in person or by proxy with respect to all other securities credited to a Participant's separate accounts under the Plan solely in accordance with directions furnished to it by the Participant in accordance with the terms of the Plans; (f) upon the written direction of the Plan Administrator, to apply for, purchase, hold or transfer any life insurance, retirement income, endowment or annuity contract; (g) to consult and employ any suitable agent to act on behalf of the Trustee and to contract for legal, accounting, clerical and other services deemed necessary by the Trustee to manage and administer the Fund according to the terms of the Plans and this Agreement; (h) upon the written direction of the Plan Administrator, to make loans from the Fund to Participants in amounts and on terms approved by the Plan Administrator in accordance with the provisions of the Plans; provided that the Plan Administrator shall have the responsibility for collecting all loan repayments required to be made under the Plans and for furnishing the Trustee with copies of all promissory notes evidencing such loans; and (i) to pay from the Fund all taxes imposed or levied with respect to the Fund or any part thereof under existing or future laws, and to contest the validity or amount of any tax, assessment, claim or demand respecting the Fund or any part thereof. Section 2.7. Except as may be authorized by regulations promulgated by the Secretary of Labor, the Trustee shall not maintain the indicia of ownership in any assets of the Fund outside of the jurisdiction of the district courts of the United States. ARTICLE III DUTIES AND RESPONSIBILITIES Section 3.1. The Trustee, the Employers, the Investment Committee and the Plan Administrator shall each discharge their assigned duties and responsibilities under this Agreement and the Plan solely in the interest of Participants and their Beneficiaries in the following manner: (a) for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plans; (b) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; (c) by diversifying the available investments under the Plans so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; and (d) in accordance with the provisions of the Plans and this Trust Agreement insofar as they are consistent with the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Section 3.2. The Trustee shall keep full and accurate accounts of all receipts, investments, disbursements and other transactions hereunder, including such specific records as may be agreed upon in writing between the Plan Administrators and the Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable times by any authorized representative of an Employer, or the Plan Administrator, or the Investment Committee. A Participant may examine only those individual account records pertaining directly to him. Section 3.3. Within 120 days after the end of each Plan Year or within 120 days after its removal or resignation, the Trustee shall file with the Company and each Plan Administrator a written account of the administration of the Fund showing all transactions effected by the Trustee subsequent to the period covered by the last preceding account to the end of such Plan Year or date of removal or resignation and all property held at its fair market value at the end of the accounting period. Upon approval of such accounting by the Company and each Plan Administrator, neither the Employers nor the Plan Administrators shall be entitled to any further accounting by the Trustee. The Company and each Plan Administrator may approve such accounting by written notice of approval

delivered to the Trustee or by failure to express objection to such accounting in writing delivered to the Trustee within 90 days from the date on which the accounting is delivered to the Company and each Plan Administrator. Section 3.4. In accordance with the terms of the Plans, the Trustee shall open and maintain separate accounts in the name of each Participant in order to record all contributions by or on behalf of the Participant under each Plan and any earnings, losses and expenses attributable thereto. The Plan Administrator shall furnish the Trustee with written instructions enabling the Trustee to allocate properly all contributions and other amounts under each Plan to the separate accounts of Participants. In making such allocation, the Trustee shall be fully entitled to rely on the instructions furnished by the Plan Administrators and shall be under no duty to make any inquiry or investigation with respect thereto. Section 3.5. The Trustee shall furnish each Participant with statements at least annually, or more frequently as may be agreed upon with the Plan Administrators, reflecting the current fair market value of the Participant's separate accounts under each Plan. Section 3.6. The Employers, the Plan Administrators and the Trustee shall furnish to the other(s) any documents, reports, returns, statements, or other information that the other(s) reasonably deem necessary to perform their duties imposed under the Plans or this Agreement or otherwise imposed by law. Section 3.7. The Trustee shall withhold any tax which by any present or future law is required to be withheld from any payment under the Plans, provided that the Plan Administrator provides the information reasonable requested by the Trustee to enable the Trustee to so withhold. Section 3.8. The Trustee shall not be required to determine the facts concerning the eligibility of any Participant to participate in a Plan, the amount of benefits payable to any Participant or Beneficiary under a Plan, or the date or method of payment or disbursement. The Trustee shall be fully entitled to rely solely upon the written advice and directions of the Plan Administrator as to any such question of fact. Section 3.9. Unless resulting from the Trustee's negligence, willful misconduct, lack of good faith, or breach of its fiduciary duties under this Agreement or ERISA, the Employers shall indemnify and save harmless the Trustee from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney's fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Trustee in connection with the Plan or this Agreement. ARTICLE IV PROHIBITION OF DIVERSION Section 4.1. Except as provided in Sections 2.6(i), 4.2 and 6.1, at no time prior to the satisfaction of all liabilities with respect to Participants and their Beneficiaries under the Plans shall any part of the corpus or income of the Fund be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries, or for defraying reasonable expenses of administering the Plans. Section 4.2. The provisions of Section 4.1 notwithstanding, contributions made by the Employers under the Plans may be returned to an Employer under the following conditions: (a) If a contribution is made by mistake of fact, such contribution shall be returned to the affected Employer, upon written request of such Employer, within one year after the date of the payment of such contribution; (b) Contributions to the Plan are specifically conditioned upon their deductibility under the Code. To the extent a deduction is disallowed for any such contribution, it may be returned to the affected Employer, upon written request of such Employer, within one year after the disallowance of the deduction. Contributions which are not deductible in the taxable year in which made but are deductible in subsequent taxable years shall not be considered to be disallowed for purposes of this subsection; and (c) If a contribution is conditioned upon the qualification of the Plans and Trust under Section 401 and 501 of the Code, the contributions of the affected Employers to the Trust for all Plan Years, with the gains and losses thereon, shall be returned by the Trustee to the affected Employer, within one year in the event that the Commissioner of the Internal Revenue fails to rule that the Plans and Trust were as of such date qualified and tax-

exempt (within the meaning of Sections 401 and 501 of the Code); and (d) In the event that a Plan whose assets are held in the Fund is terminated, assets of such Pan may be returned to the affected Employer if all liabilities to participants and beneficiaries of such Plan have been satisfied. ARTICLE V COMMUNICATION WITH PLAN ADMINISTRATOR, INVESTMENT COMMITTEE AND EMPLOYERS Section 5.1. Whenever the Trustee is permitted or required to act upon the directions or instructions of the Investment Committee, or a Plan Administrator, the Trustee shall be entitled to act upon any written communication signed by any person or agent designated to act as or on behalf of the Investment Committee or Plan Administrator, as applicable. Such person or agent shall be so designated either under the provisions of the Plans or in writing by the Company and their authority shall continue until revoked in writing. The Trustee shall incur no liability for failure to act on such person's or agent's instructions or orders without written communication, and the Trustee shall be fully protected in all actions taken in good faith in reliance upon any instructions, directions, certifications and communications believed to be genuine and to have been signed or communicated by the proper person. Section 5.2. The Company shall notify the Trustee in writing as to the appointment, removal or resignation of any person designated to act as or on behalf of the Investment Committee or Plan Administrator. After such notification, the Trustee shall be fully protected in acting upon the directions of, or dealing with, any person designated to act as or on behalf of the Investment Committee or Plan Administrator until it receives notice to the contrary. The Trustee shall have no duty to inquire into the qualifications of any person designated to act as or on behalf of the Investment Committee or Plan Administrator. ARTICLE VI TRUSTEE'S COMPENSATION Section 6.1. The Trustee shall be entitled to reasonable compensation for its services as agreed upon with the Company. If approved by the applicable Plan Administrator, the Trustee shall also be entitled to reimbursement for all direct expenses properly and actually incurred on behalf of a Plan. Such compensation or reimbursement shall be paid to the Trustee out of the Fund; provided, however, that the Company, in its absolute discretion, may elect at any time to pay part or all thereof directly (or to direct the Employers to pay part or all thereof directly), but any such election shall not bind the Company as to its right to elect with respect to the same or other expenses at any other time to have such expenses reimbursed or paid from the Fund. In the event the Employers pay part or all of such compensation and/or expenses directly, the Employers may direct the Trustee in writing to reimburse the Employers for such expenses out of the Fund. ARTICLE VII RESIGNATION AND REMOVAL OF TRUSTEE Section 7.1. The Trustee may resign at any time by written notice to the Company which shall be effective 30 days after delivery unless prior thereto a successor Trustee shall have been appointed. Section 7.2. The Trustee may be removed by the Investment Committee at any time upon 30 days written notice to the Trustee; such notice, however, may be waived by the Trustee. Section 7.3. The appointment of a successor Trustee hereunder shall be accomplished by and shall take effect upon the delivery to the resigning or removed Trustee, as the case may be, of written notice of the Investment Committee appointing such successor Trustee, and an acceptance in writing of the office of successor Trustee hereunder executed by the successor so appointed. Any successor Trustee may be either a corporation authorized and empowered to exercise trust powers or one or more individuals. All of the provisions set forth herein with respect to the Trustee shall relate to each successor Trustee so appointed with the same force and effect as if such successor Trustee had been originally named herein as the Trustee hereunder. If within 30 days after notice of resignation shall have been given under the provisions of this Article a successor Trustee shall not have been appointed, the resigning Trustee or the Company may apply to any court of competent jurisdiction for the appointment of a successor Trustee.

Section 7.4. Upon the appointment of a successor Trustee, the resigning or removed Trustee shall transfer and deliver the Fund to such successor Trustee, and after the final account of the resigning or removed Trustee has been approved or settled, any Trustee so resigning or removed shall make no surrender charge with respect to the Fund. ARTICLE VIII INSURANCE COMPANIES Section 8.1. If any contract issued by an insurance company shall form a part of the Fund assets, the insurance company shall not be deemed a party to this Agreement. A certification in writing by the Trustee as to the occurrence of any event contemplated by this Agreement or the Plans shall be conclusive evidence thereof and the insurance company shall be protected in relying upon such certification and shall incur no liability for so doing. With respect to any action under any such contract, the insurance company may deal with the Trustee as the sole owner thereof and need not see that any action of the Trustee is authorized by this Agreement or the Plans. Any change made or action taken by an insurance company upon the direction of the Trustee shall fully discharge the insurance company from all liability with respect thereto, and it need not see to the distribution or further application of any moneys paid by it to the Trustee or paid in accordance with the direction of the Trustee. ARTICLE IX AMENDMENT AND TERMINATION OF THE TRUST Section 9.1. The Company may, by delivery to the Trustee of an instrument in writing, amend, terminate or partially terminate this Agreement at any time; provided, however, that no amendment shall increase the duties or liabilities of the Trustee without the Trustee's consent; and, provided further, that no amendment shall divert any part of the Fund to any purpose other than providing benefits to Participants and their Beneficiaries or defraying reasonable expenses of administering the Plans. In the event of a termination or partial termination of the Agreement, the Fund (or applicable portion thereof) shall be paid out by the Trustee after settlement of its final account in accordance with applicable law pursuant to instructions given by the Company. ARTICLE X MISCELLANEOUS PROVISIONS Section 10.1. Unless the context of this Agreement clearly indicates otherwise, the terms defined in the Plans shall, when used herein, have the same meaning as in the Plans. Section 10.2. Except as otherwise required in the case of any qualified domestic relations order within the meaning of Section 414(p) of the Code, the benefits or proceeds of any allocated or unallocated portion of the assets of the Fund and any interest of any Participant or Beneficiary arising out of or created by a Plan either before or after the Participant's retirement shall not be subject to execution, attachment, garnishment or other legal or judicial process whatsoever by any person, whether creditor or otherwise, claiming against such Participant or Beneficiary. No Participant or Beneficiary shall have the right to alienate, encumber or assign any of the payments or proceeds or any other interest arising out of or created by the Plan and any action purporting to do so shall be void. The provisions of this Section shall apply to all Participants and Beneficiaries, regardless of their citizenship or place of residence. Section 10.3. Nothing contained in this Agreement or in the Plans shall require the Employers to retain any Employee in its service. Section 10.4. Any person dealing with the Trustee may rely upon a copy of this Agreement and any amendments thereto certified to be true and correct by the Trustee. Section 10.5. The Trustee hereby acknowledges receipt of a copy of each of the Plans. The Plan Administrator will cause a copy of any amendment to a Plan to be delivered to the Trustee. Section 10.6. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall continue to be fully effective. Section 10.7. The construction, validity and administration of this Agreement and the Plans shall be governed by the laws of the Commonwealth of Pennsylvania, except to the extent that such laws have been specifically

superseded by ERISA. ARTICLE XI PARTICIPATION BY OTHER EMPLOYERS Section 11.1. Adoption by Other Employers; Withdrawals. The Fund is established by the Company for use as the funding vehicle for the Plans which it maintains for various groups of employees and for use as the funding vehicle for the Plans of any Employer. (a) Any Employer which has been certified to the Trustee by the company as being authorized and as having adopted this Trust with the consent of the Company as a funding vehicle for its own Plans may, at any time thereafter, become a party to this Trust Agreement. Such Employer must file with the Trustee a certified copy of a resolution of its Board of Directors (or its delegate) evidencing its election so to do; and (b) Any Employer which is a party to this Trust Agreement and which has been certified to the Trustee by the Company as having adopted one or more other Plans and as being authorized to adopt this Trust as the funding medium for such other Plan or Plans may, at any time thereafter, adopt this Trust for the purposes of such other Plan or Plans by filing with the Trustee a certified copy of a resolution of its Board of Directors (or its delegate) evidencing its election so to do. Thereafter, the Trustee shall receive and hold as a part of the Trust Fund, subject to the provisions of this Trust Agreement, any deposits made to it under such Plans by or at the direction of such Employer. Should this paragraph become operative: (i) In the event of the withdrawal of a Plan from the trust or in the event of the Company's or an Employer's election to terminate or to fund separately the benefits provided under any of its Plans, the Company shall require the Trustee to value the share of the Fund which is held for the benefit or persons having an interest therein under such Plans. The Trustee shall there upon segregate and dispose of such share in accordance with the written direction of the Company accompanied by its certification to the Trustee that such segregation and disposition is in accordance with the terms of the Plans and the requirements of the law. (ii) If the company or any Employer receives notice that one or more of the Plans is no longer qualified under the provisions of Section 401 of the Code or the corresponding provisions of any future Federal revenue act, the Company shall immediately require the Trustee to value the share of the Fund which is held for the benefit of such persons having an interest under such disqualified Plan or Plans. The Trustee shall thereupon segregate, withdraw from the Trust Fund, and dispose of such share as directed by the Company. (iii) In the event that any group of employees covered by a Plan is withdrawn from such Plan, the Company shall, if required by the terms of such Plan, require the Trustee to value the share of the Fund which is held for the benefit of such group of employees. The Trustee shall thereupon segregate and dispose of such share in accordance with the direction of the Company accompanied by its certification to the Trustee that such segregation and disposition is in accordance with the terms of such Plan and the requirements of the law. The Trustee shall have no duty to see that the valuation of any share in accordance with the provisions of this Section 11.1 is caused to be made by the Company, nor to segregate and dispose of any such share in the absence of the written direction of the Company to do so. Section 11.2. Powers and Authorities of Other Employers to be Exercised Excessively by Company. Each Employer, other than the Company, which is or shall become a party to this Trust Agreement, hereby irrevocably gives and grants to the Company full and exclusive power and authority to exercise all of the powers conferred upon it by the terms of this Trust Agreement and to take or refrain from taking any and all action which such Employer might otherwise take or refrain from taking with respect to this Trust Agreement, including the sole and exclusive power to exercise, enforce or waive any rights whatsoever which such Employer might otherwise have with respect to the Trust Fund, and each such Employer, by becoming a party to this Trust Agreement, irrevocably appoints the Company its agent for such purposes. The Trustee shall have no obligation to account to any such Employer or to follow the instructions of or otherwise deal with any such Employer, the intention being that the Trustee shall deal solely with the Company as if the Trustee and the Company were the only parties in this Trust Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Attest: NACCO INDUSTRIES, INC.

Charles A. Bittenbender Attest:

By

Steven M. Billick

VANGUARD FIDUCIARY TRUST COMPANY

Nancy D. Higgs

By

R. Gregory Barton Vice President

EXHIBIT A 1. The North American Coal Corporation Retirement Savings Plan 2. The NACCO Materials Handling Group, Inc. Profit Sharing Plan 3. The Hamilton Beach/Proctor-Silex, Inc. Employees' Retirement Savings (401(k)) Plan 4. The Kitchen Collection, Inc. Retirement Income Plan

Exhibit 10(clxxvi) AMENDMENT NO. 1 TO THE HAMILTON BEACH/PROCTOR-SILEX, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN (401(k)) (As Amended and Restated Effective January 1, 1994) Hamilton Beach/Proctor-Silex, Inc. hereby adopts this Amendment No. 1 to the Hamilton Beach/Proctor-Silex, Inc. Employees' Retirement Savings Plan (401(k)) (the "Plan"). Except as otherwise provided herein, the provisions of this Amendment shall be effective July 1, 1995. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 A new Section 1.1(12A) is hereby added to the Plan, to read as follows: "(12A) Disability: The termination of an Employee's employment with the Controlled Group under circumstances which make him eligible for benefits under the long-term disability program sponsored by his Employer or the federal Social Security Act. An Employee who terminates his employment due to a Disability shall be referred to as being "Disabled" for as long as such Disability continues." Section 2 Section 1.1(16) of the Plan is hereby amended by adding the words ", Post-1994 Matching Employer Contributions provided for in Section 3.5A," after the words "prior to January 1, 1992". Section 3 Section 1.1(17) of the Plan is hereby amended in its entirety to read as follows: "(17) Entry Date: Each January 1, April 1, July 1 and October 1. In addition, there shall be a one-time special Entry Date effective and occurring on July 1, 1995."

EXHIBIT A 1. The North American Coal Corporation Retirement Savings Plan 2. The NACCO Materials Handling Group, Inc. Profit Sharing Plan 3. The Hamilton Beach/Proctor-Silex, Inc. Employees' Retirement Savings (401(k)) Plan 4. The Kitchen Collection, Inc. Retirement Income Plan

Exhibit 10(clxxvi) AMENDMENT NO. 1 TO THE HAMILTON BEACH/PROCTOR-SILEX, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN (401(k)) (As Amended and Restated Effective January 1, 1994) Hamilton Beach/Proctor-Silex, Inc. hereby adopts this Amendment No. 1 to the Hamilton Beach/Proctor-Silex, Inc. Employees' Retirement Savings Plan (401(k)) (the "Plan"). Except as otherwise provided herein, the provisions of this Amendment shall be effective July 1, 1995. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 A new Section 1.1(12A) is hereby added to the Plan, to read as follows: "(12A) Disability: The termination of an Employee's employment with the Controlled Group under circumstances which make him eligible for benefits under the long-term disability program sponsored by his Employer or the federal Social Security Act. An Employee who terminates his employment due to a Disability shall be referred to as being "Disabled" for as long as such Disability continues." Section 2 Section 1.1(16) of the Plan is hereby amended by adding the words ", Post-1994 Matching Employer Contributions provided for in Section 3.5A," after the words "prior to January 1, 1992". Section 3 Section 1.1(17) of the Plan is hereby amended in its entirety to read as follows: "(17) Entry Date: Each January 1, April 1, July 1 and October 1. In addition, there shall be a one-time special Entry Date effective and occurring on July 1, 1995." Section 4 Effective as of January 1, 1995, Section 1.1(20)(c) of the Plan is hereby amended by adding the phrase "and room and board expenses" after the phrase "related educational fees" therein. Section 5 A new Section 1.1(25A) is hereby added to the Plan, to read as follows: "(25A) Matching Employer Contributions: Mandatory Matching Employer Contributions and Additional Matching Employer Contributions made to the Plan prior to January 1, 1992 (together, "Pre-1992 Matching Employer Contributions") and Post-1994 Matching Employer Contributions made by an Employer pursuant to Section 3.5A."

Exhibit 10(clxxvi) AMENDMENT NO. 1 TO THE HAMILTON BEACH/PROCTOR-SILEX, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN (401(k)) (As Amended and Restated Effective January 1, 1994) Hamilton Beach/Proctor-Silex, Inc. hereby adopts this Amendment No. 1 to the Hamilton Beach/Proctor-Silex, Inc. Employees' Retirement Savings Plan (401(k)) (the "Plan"). Except as otherwise provided herein, the provisions of this Amendment shall be effective July 1, 1995. Words and phrases used herein with initial capital letters which are defined in the Plan are used herein as so defined. Section 1 A new Section 1.1(12A) is hereby added to the Plan, to read as follows: "(12A) Disability: The termination of an Employee's employment with the Controlled Group under circumstances which make him eligible for benefits under the long-term disability program sponsored by his Employer or the federal Social Security Act. An Employee who terminates his employment due to a Disability shall be referred to as being "Disabled" for as long as such Disability continues." Section 2 Section 1.1(16) of the Plan is hereby amended by adding the words ", Post-1994 Matching Employer Contributions provided for in Section 3.5A," after the words "prior to January 1, 1992". Section 3 Section 1.1(17) of the Plan is hereby amended in its entirety to read as follows: "(17) Entry Date: Each January 1, April 1, July 1 and October 1. In addition, there shall be a one-time special Entry Date effective and occurring on July 1, 1995." Section 4 Effective as of January 1, 1995, Section 1.1(20)(c) of the Plan is hereby amended by adding the phrase "and room and board expenses" after the phrase "related educational fees" therein. Section 5 A new Section 1.1(25A) is hereby added to the Plan, to read as follows: "(25A) Matching Employer Contributions: Mandatory Matching Employer Contributions and Additional Matching Employer Contributions made to the Plan prior to January 1, 1992 (together, "Pre-1992 Matching Employer Contributions") and Post-1994 Matching Employer Contributions made by an Employer pursuant to Section 3.5A." Section 6 Section 1.1(40) of the Plan is hereby amended in its entirety to read as follows: "(40) Vested Interest: A Participant shall have a 100% Vested Interest in the portion of his Account which is derived from Participant Contributions, Qualified Nonelective Contributions, Rollover Contributions, Profit Sharing Contributions and Pre-1992 Matching Employer Contributions. A Participant shall have a 100% Vested Interest in the portion of his Account derived from Post-1994 Matching Employer Contributions upon completion of five (5) Years of Vesting Service.

Notwithstanding the foregoing, a Participant shall have a 100% Vested Interest in his entire Account when he attains his Normal Retirement Date or becomes Disabled or dies while employed by a Controlled Group Member. A Participant's Vested Interest shall be nonforfeitable at all times."

Section 7 A new Section 1.1(41) is hereby added to the Plan, to read as follows: "(41) Year of Vesting Service: Each Employee shall be credited with one Year of Vesting Service for each year of employment by the Controlled Group. For this purpose, periods of absence from work of less than 12 months shall be included in determining years of employment. Service of 6 months, or greater, in any employment year as measured from the date of hire (original or aggregated) shall be rounded to credit for one Year of Vesting Service. In no event, however, shall an Employee be credited with greater than one Year of Vesting Service for any employment year." Section 8 Section 2.1 of the Plan is hereby amended by deleting the phrase "age 20-1/2" and by replacing it with the phrase "age 21." Section 9 Section 2.3 of the Plan is hereby amended by adding the words "and Post-1994 Matching Employer Contributions" after the words "with respect to Participant Contributions" in the second and third lines thereof. Section 10 New Sections 3.5A and 3.5B are hereby added to the Plan, immediately following section 3.5, to read as follows: "3.5A Amount of Post-1994 Matching Employer Contributions. Each Employer shall contribute to the Trust Fund Post-1994 Matching Employer Contributions in an amount equal to 50% of the first 2% of Before-Tax Contributions made for each Participant who is an Employee of such Employer up to a total Post-1994 Matching Employer Contribution of 1% of each such Participant's Compensation. The Employer shall transmit its Post1994 Matching Employer Contributions on account of a payroll period to the Trustee at the same time that it transmits the Before-Tax Contributions to which such Post-1994 Matching Employer Contributions relate. 3.5B Allocation of Post-1994 Matching Employer Contributions. Each Employer's Post-1994 Matching Employer Contributions made for a payroll period shall be allocated and credited to the Account of each Participant for whom Before-Tax Contributions were made during such payroll period, with each such Participant being credited with a portion of the Employer's Post-1994 Matching Employer Contribution equal to 50% of the first 2% of his Before-Tax Contributions for such payroll period up to a total Post-1994 Matching Employer Contribution of 1% of his Compensation for such payroll period." Section 11 The first sentence of Section 3.6 of the Plan is hereby amended by adding the words ",Section 4.2A, or Section 4.2B" after the words "deem necessary to cause Section 4.2" therein. Section 12 A new Section 3.8 is hereby added to the Plan, immediately following section 3.7, to read as follows: "3.8 Reduction of Employer Contributions. The amount of Employer Contributions determined to be payable to the Trust Fund shall be reduced by amounts which have been forfeited or held in a suspense account in accordance with the terms of the Plan."

Section 7 A new Section 1.1(41) is hereby added to the Plan, to read as follows: "(41) Year of Vesting Service: Each Employee shall be credited with one Year of Vesting Service for each year of employment by the Controlled Group. For this purpose, periods of absence from work of less than 12 months shall be included in determining years of employment. Service of 6 months, or greater, in any employment year as measured from the date of hire (original or aggregated) shall be rounded to credit for one Year of Vesting Service. In no event, however, shall an Employee be credited with greater than one Year of Vesting Service for any employment year." Section 8 Section 2.1 of the Plan is hereby amended by deleting the phrase "age 20-1/2" and by replacing it with the phrase "age 21." Section 9 Section 2.3 of the Plan is hereby amended by adding the words "and Post-1994 Matching Employer Contributions" after the words "with respect to Participant Contributions" in the second and third lines thereof. Section 10 New Sections 3.5A and 3.5B are hereby added to the Plan, immediately following section 3.5, to read as follows: "3.5A Amount of Post-1994 Matching Employer Contributions. Each Employer shall contribute to the Trust Fund Post-1994 Matching Employer Contributions in an amount equal to 50% of the first 2% of Before-Tax Contributions made for each Participant who is an Employee of such Employer up to a total Post-1994 Matching Employer Contribution of 1% of each such Participant's Compensation. The Employer shall transmit its Post1994 Matching Employer Contributions on account of a payroll period to the Trustee at the same time that it transmits the Before-Tax Contributions to which such Post-1994 Matching Employer Contributions relate. 3.5B Allocation of Post-1994 Matching Employer Contributions. Each Employer's Post-1994 Matching Employer Contributions made for a payroll period shall be allocated and credited to the Account of each Participant for whom Before-Tax Contributions were made during such payroll period, with each such Participant being credited with a portion of the Employer's Post-1994 Matching Employer Contribution equal to 50% of the first 2% of his Before-Tax Contributions for such payroll period up to a total Post-1994 Matching Employer Contribution of 1% of his Compensation for such payroll period." Section 11 The first sentence of Section 3.6 of the Plan is hereby amended by adding the words ",Section 4.2A, or Section 4.2B" after the words "deem necessary to cause Section 4.2" therein. Section 12 A new Section 3.8 is hereby added to the Plan, immediately following section 3.7, to read as follows: "3.8 Reduction of Employer Contributions. The amount of Employer Contributions determined to be payable to the Trust Fund shall be reduced by amounts which have been forfeited or held in a suspense account in accordance with the terms of the Plan." Section 13 Section 4.1 of the Plan is amended by adding a new Subsection (3) thereto, to read as follows: (3) In the event that a Participant's Before-Tax Contributions under this Plan exceed the amount described in

Subsection (1) of this Section, or in the event that a Participant's Before-Tax Contributions made under this Plan do not exceed such amount but he allocates a portion of his excess deferrals to his Before-Tax Contributions made to this Plan, Post-1994 Matching Employer Contributions, if any, made with respect to such Before-Tax Contributions (and any income allocable thereto) shall be forfeited and applied to reduce subsequent Post-1994 Matching Employer Contributions required under the Plan." Section 14 Section 4.2 of the Plan is hereby amended by (a) adding the words "and Section 4.2A" after the words "For purposes of this Section" in the second and fourth sentences of Subsection (2) thereof, (b) adding the words "and Section 4.2A" after the words "For purposes of this Section" in Subsection (3) thereof, and (c) adding a new Subsection (5) thereto, to read as follows: "(5) Post-1994 Matching Employer Contributions made with respect to a Participant's excess contributions (and any income allocable thereto) shall be forfeited and applied to reduce subsequent Post-1994 Matching Employer Contributions required under the Plan as well as administrative expenses of the Plan.". Section 15 New Sections 4.2A and 4.2B are hereby added to the Plan, immediately following Section 4.2, to read as follows: "4.2A ACP Test. (1) Notwithstanding any provision of the Plan to the contrary, for any Plan Year the contribution percentage (as defined in Subsection (2) of this Section) for the group of Highly Compensated Eligible Employees (as defined in Section 4.2(3)) for such Plan Year shall not exceed the greater of 125 percent of the contribution percentage for all other Eligible Employees or the lesser of 200 percent of the contribution percentage for all other Eligible Employees, or the contribution percentage for all other Eligible Employees plus 2 percentage points. If two or more plans of the Controlled Group to which matching contributions, employee after-tax contributions or beforetax contributions (as defined in Section 4.1(1)) are made are treated as one plan for purposes of Code Section 410(b), such plans shall be treated as one plan for purposes of this Subsection; and if a Highly Compensated Eligible Employee participates in two or more plans of the Controlled Group to which such contributions are made, all such contributions shall be aggregated for purposes of this Subsection. (2) For the purposes of this Section, the contribution percentage for a specified group of Eligible Employees for a Plan Year shall be the average of the ratios (calculated separately for each Eligible Employee in such group) of the sum of the Post-1994 Matching Employer Contributions and, at the election of an Employer, any Before-Tax Contributions or Qualified Nonelective Contributions paid under the Plan by or on behalf of each such Eligible Employee for such Plan Year and not taken into account for such Plan Year under Section 4.2(2) to the Eligible Employee's compensation (as defined in Section 4.2(2)) for such Plan Year. In the case of a Highly Compensated Eligible Employee who is either a 5percent owner (as defined in Code Section 416(i)(1)) or one of the ten most Highly Compensated Employees, the combined contribution ratio for the family group (as such term is defined in Section 4.2(2)), which shall be treated as one Highly Compensated Employee, shall be determined by combining the Post-1994 Matching Employer Contributions (and, at the election of an Employer, Before-Tax Contributions or Qualified Nonelective Contributions) and compensation of all members of the family group who are Eligible Employees. For the purposes of determining "the contribution percentage for all other Eligible Employees" as referred to in Subsection (1) of this Section, the contributions described in the preceding paragraph for and the compensation of all members of the family group shall be disregarded. (3) In the event that excess aggregate contributions (as such term is hereinafter defined) are made to the Trust for any Plan Year, then, prior to March 15 of the following Plan Year, such excess contributions (and any income allocable thereto) shall be forfeited (if forfeitable) and applied as provided in Section 3.8 or (if not forfeitable) shall be distributed to the Highly Compensated Eligible Employees on the basis of the respective portions of the excess contributions attributable to each such Eligible Employee. For the purposes of this Subsection, the term "excess aggregate contributions" shall mean, for any Plan Year, the excess of (a) the aggregate amount of the Post-1994 Matching Employer Contributions actually paid to the Trust Fund by

or on behalf of Highly Compensated Eligible Employees for such Plan Year over (b) the maximum amount of such Post-1994 Matching Employer Contributions permitted for such Plan Year under Subsection (1) of this Section, determined by reducing Post-1994 Matching Employer Contributions made by or on behalf of Highly Compensated Eligible Employees in order of their contribution percentages (as defined in Subsection (2) of this Section) beginning with the highest of such percentages. Notwithstanding the foregoing provisions of this Subsection, in the case of a Highly Compensated Eligible Employee whose contribution percentage is determined under the family aggregation rules set forth in Subsection (2) of this Section, the determination and correction of the amount of excess aggregate contributions shall be made by reducing the contribution ratio in accordance with the "leveling" method described in Treasury Regulation Section 1.401(k)-1(f)(2) and allocating the excess aggregate contributions for the family group among its members in proportion to the Post-1994 Matching Employer Contributions of each member of the family group that is combined to determine the contribution ratio. 4.2B Multiple Use of the Alternative Limitation. (1) Notwithstanding the provisions of Article III or the foregoing provisions of this Article IV, if, after the application of Sections 4.1, 4.2 and 4.2A, the sum of the actual deferral percentage and the contribution percentage for the group of Highly Compensated Eligible Employees (as defined in Section 4.2(3)) exceeds the aggregate limit (as defined in Subsection (2) of this Section), then the contributions made for such Plan Year for Highly Compensated Eligible Employees will be reduced so that the aggregate limit is not exceeded. Such reductions shall be made first in Before-Tax Contributions (but only to the extent that they are not matched by Post-1994 Matching Employer Contributions) and then in Post-1994 Matching Employer Contributions. Reductions in contributions shall be made in the manner provided in Section 4.2 or 4.2A, as applicable. The amount by which each such Highly Compensated Eligible Employee's contribution percentage amount is reduced shall be treated as an excess contribution or an excess aggregate contribution under Section 4.2 or 4.2A, as applicable. For the purposes of this Section, the actual deferral percentage and contribution percentage of the Highly Compensated Eligible Employees are determined after any reductions required to meet those tests under Sections 4.2 and 4.2A. Notwithstanding the foregoing provisions of this Section, no reduction shall be required by this Subsection if either (a) the actual deferral percentage of the Highly Compensated Eligible Employees does not exceed 1.25 multiplied by the actual deferral percentage of the non-Highly Compensated Eligible Employees, or (b) the contribution percentage of the Highly Compensated Eligible Employees does not exceed 1.25 multiplied by the contribution percentage of the non-Highly Compensated Eligible Employees. (2) For purposes of this Section, the term "aggregate limit" shall mean the greater of the limit produced by (a) or (b) below: (a) the sum of (i) 125 percent of the greater of the actual deferral percentage of the non-Highly Compensated Eligible Employees or the average contribution percentage of the non-Highly Compensated Eligible Employees subject to Section 401(m) of the Code for the Plan Year, and (ii) two (2) plus the lesser of such actual deferral percentage or actual contribution percentage (however, this amount shall not exceed 200 percent of the lesser of such actual deferral percentage or actual contribution percentage); (b) the sum of (i) 125 percent of the lesser of the actual deferral percentage of the non-Highly Compensated Eligible Employees for the Plan Year or the actual contribution percentage of the non-Highly Compensated Eligible Employees subject to Section 401(m) of the Code for the Plan Year, and (ii) two (2) plus the greater of such actual deferral percentage or actual contribution percentage (however, this amount shall not exceed 200 percent of the greater of such actual deferral percentage or actual contribution percentage)." Section 16 Section 4.3(1) of the Plan is hereby amended in its entirety to read as follows: "(1) In order to ensure that at least one of the actual deferral percentages specified in Section 4.2(1) and at least one of the contribution percentages specified in Section 4.2A(1) and the aggregate limit specified in Section 4.2B are satisfied for each Plan Year, the Company shall monitor (or cause to be monitored) the amount of BeforeTax Contributions and Post-1994 Matching Employer Contributions being made to the Plan by or for each Eligible Employee during each Plan Year. In the event that the Company determines that neither of such actual deferral percentages, neither of such contribution percentages or such aggregate limit will be satisfied for a Plan Year, and if the Committee in its sole discretion determines that it is necessary or desirable, the Before-Tax Contributions and/or Post-1994 Matching Employer Contributions made thereafter by or for each Highly

Compensated Eligible Employee (as defined in Section 4.2(3)) may be reduced (pursuant to non-discriminatory rules adopted by the Company) to the extent necessary to decrease the actual deferral percentage and/or the contribution percentage for Highly Compensated Eligible Employees for such Plan Year to a level which satisfies either of the actual deferral percentages, either of the contribution percentages and/or the aggregate limit." Section 17 Section 4.3(3) of the Plan is hereby amended by adding the words ", 4.2A, and 4.2B" after the words "described in Sections 4.1 and 4.2" therein. Section 18 Section 4.4 of the Plan is hereby amended by adding the words "4.2A or 4.2B" after the words "set forth in Section 4.2" each time those words appear therein. Section 19 Effective January 1, 1995, Section 4.5(1) of the Plan is hereby amended by deleting the parenthetical phrase in clause (a) thereof and replacing it with the following parenthetical phrase: "(as adjusted pursuant to Code Section 415(d))." Section 20 Section 4.5(4) of the Plan is hereby amended in its entirety to read as follows: "(4) If a Participant's annual additions would exceed the limitations of Subsection (1) of this Section for a Plan Year as a result of the allocation of forfeitures, a reasonable error in estimating the Participant's compensation, or a reasonable error in determining the amount of Before-Tax Contributions that may be made with respect to the Participant under the limitations of this Section (or other facts and circumstances which the Commissioner of Internal Revenue finds justify application of the following rules of this Subsection), Before-Tax Contributions (which are not subject to Post-1994 Matching Employer Contributions) made by the Participant for such Plan Year (together with any gains attributable thereto) shall be returned to him to the extent necessary. If the return of all such non-matched Before-Tax Contributions is not sufficient to cause the limitations of Subsection (1) of this Section not to be exceeded for such Plan Year, Before-Tax Contributions which are subject to Post-1994 Matching Employer Contributions made by the Participant for such Plan Year (together with any gains attributable thereto) shall be returned to him to the extent necessary and the corresponding Post-1994 Matching Employer Contributions shall be forfeited and applied to reduce future Employer Contributions and administrative expenses of the Plan. In the event a reduction is necessary to avoid exceeding the limitations set forth in this section, and the individual is a participant in two defined contribution plans maintained by the Controlled Group, the affected individual's benefits under this Plan shall be reduced first to the extent necessary to avoid exceeding such limitations." Section 21 Section 5.2 of the Plan is hereby amended by deleting the parenthetical phrase "(as further divided into Matching Contributions and Profit Sharing Contributions)" and by substituting therefor the parenthetical phrase "(as further divided into Pre-1992 Matching Employer Contributions, Profit Sharing Contributions and Post-1994 Matching Employer Contributions)". Section 22 Section 6.1(1) of the Plan is hereby amended by deleting the term "Vested Interest" and replacing it with the word "interest". Section 23 Section 6.2(1) of the Plan is hereby amended by deleting the phrase "pursuant to Section 6.1 shall be" and replacing it with the phrase "pursuant to Section 6.1 shall be nonforfeitable and it shall be."

Section 24 Section 6.3 of the Plan is hereby amended by adding the words "With Full Vesting" to the end of the heading of thereof. Section 25 The first clause of Section 6.3(1) of the Plan is hereby amended in its entirety to read as follows: "(1) Subject to the provisions of Section 6.4, if a Participant's termination of employment with the Controlled Group occurs (other than by reason of his death) on or after he has reached his Normal Retirement Age, on or after the date he has been credited with at least five (5) Years of Vesting Service or by reason of his Disability, his entire Account, valued as of the Valuation Date specified in Subsection (3) of this Section shall be nonforfeitable and shall be paid or commence to be paid to him under one of the following methods as the Participant shall elect:" Section 26 A new Section 6.3A is hereby added to the Plan, immediately following Section 6.3, to read as follows: "6.3A Distribution on Other Termination of Employment. (1) Subject to the provisions of Section 6.4, if a Participant's termination of employment with the Controlled Group occurs under circumstances other than those covered by Sections 6.2 and 6.3, his entire Vested Interest valued as of the Valuation Date specified in Section 6.3(3), shall be paid or commence to be paid to him under one of the methods set forth in Section 6.3(1) as the Participant shall elect (limited to the method specified in Section 6.3(1)(a) for Participants who first became Participants on or after January 1, 1994); and that portion of his Post-1994 Matching Employer Contributions Sub-Account which is not nonforfeitable under Section 1.1(40) shall be forfeited on the date the Participant terminates employment with the Controlled Group. (2) Notwithstanding the foregoing provisions of this Article, if the value of the Vested Interest of a Participant does not exceed $3,500 on the Valuation Date preceding his termination of employment with the Controlled Group and never exceeded $3,500 at the time of any previous withdrawal or distribution, such Vested Interest shall be paid to him in a lump sum in cash as soon as practicable after such Valuation Date. If the value of the Participant's Vested Interest on such Valuation Date is less than 100 percent, the non-vested portion of the Participant's Account shall be deemed to have been paid to him in a lump sum as soon as practicable after such Valuation Date. That portion of the Participant's Post-1994 Matching Employer Contributions Sub-Account which is not then nonforfeitable shall be forfeited on the date he terminates employment with the Controlled Group. (3) Amounts, if any, forfeited pursuant to the preceding Subsections of this Section shall be used to reduce subsequent Employer Contributions, being applied to the extent possible against the subsequent Employer Contributions of the Employers of the Participants from whose Accounts such forfeitures arise. In the event of the termination of the Plan, any forfeitures not so applied at the time of such termination shall be returned to the Employers of the Participants from whose Accounts such forfeitures arose. (4) If a Participant who terminates employment with the Controlled Group under the circumstances covered by Subsection (1) of this Section is rehired as an Employee, an amount equal to the amount forfeited under the preceding Subsections of this Section shall be restored to his Account immediately upon his reemployment as an Employee." Section 27 Section 6.5 is hereby amended by deleting the word "Account" whenever such word appears therein and by substituting therefor the words "Vested Interest". Section 28

Section 6.8(2) of the Plan is hereby amended by adding the words "as well as his Vested Interest in his Post1994 Matching Employer Contribution Sub-Account" after the words "Rollover Contributions Sub-Account" therein. Section 29 The first sentence of Section 6.11(1) of the Plan is hereby amended by deleting the phrase "from his Account" and replacing it with the phrase "from the Vested Interest of his Account." Section 30 The third sentence of Section 6.11(1) of the Plan is hereby amended by deleting the words "Matching Contributions Sub-Account" and substituting therefor the words "Vested Interest in the portion of his Matching Employer Contributions Sub-Account that is comprised of his Pre-1992 Matching Employer Contributions SubAccount and Post-1994 Matching Employer Contributions Sub-Account". Section 31 The first sentence of Section 6.11(2) of the Plan is hereby amended in its entirety to read as follows: "A Participant may only have two loans outstanding at a time." Section 32 Section 6.11(4)(d)(iii) of the Plan is hereby amended in its entirety to read as follows: "(iii) repayment within a specified period of time (in monthly increments, with a minimum of 12 months), which shall not extend beyond five years except that the term of a principal residence loan may extend to thirty years." Section 33 The first sentence of Section 13.3 of the Plan is hereby amended by adding the words "or Post-1994 Matching Employer Contributions" after the words "greater or lesser Participant Contributions" therein. Section 34 A new Section 16.5A is hereby added to the Plan, to read as follows: "16.5 Minimum Vesting Requirement. If the Plan is a Top-Heavy Plan for any Plan Year, each Employee who has completed at least three Years of Vesting Service and who has an Hour of Service after the Plan becomes a Top-Heavy Plan shall have a nonforfeitable right to 100 percent of his Post-1994 Matching Employer Contributions Sub-Account. The vesting schedule described in the immediately preceding sentence shall cease to be applicable when the Plan ceases to be a Top-Heavy Plan, provided that an Employee's Post-1994 Matching Employer Contributions Sub-Account that becomes nonforfeitable pursuant thereto before the Plan ceases to be a Top-Heavy Plan shall remain nonforfeitable and the change in the vesting schedule resulting from the inapplicability of the vesting schedule described in the immediately preceding sentence shall be subject to the provisions of Section 12.3." EXECUTED this 16th day of May, 1995. HAMILTON BEACH/PROCTOR-SILEX, INC. By: Ronald C. Eksten Title: Vice President

Exhibit 11

Exhibit 11 NACCO Industries, Inc. And Subsidiaries Form 10-Q Computation of Earnings per Share
Three Months Ended June 30 1995 1994 (Amounts in thousands e Income: Income before extraordinary charge .............................. Extraordinary charge, net-of-tax ................................ Net income ...................................................... $ 14,732 --------$ 14,732 ======== 9,191 (3,218) -------$ 5,973 ======== $

Per share amounts reported to stockholders - Note 1: Income before extraordinary charge .............................. Extraordinary charge, net-of-tax ................................ Net income ......................................................

1.64 --------$ 1.64 ========

$

1.03 (.36) -------$ .67 ========

$

Primary: Weighted average shares outstanding ............................. Dilutive stock options - Note 2 ................................. Totals ....................................................

8,965 12 -------8,977 ========

8,949 11 -------8,960 ========

Per share amounts Income before extraordinary charge ........................ Extraordinary charge, net-of-tax .......................... Net income ................................................

1.64 --------$ 1.64 ========

$

1.03 (.36) -------$ .67 ========

$

Fully diluted - Note 3: Weighted average shares outstanding ............................. Dilutive stock options - Note 2 ................................. Totals ....................................................

8,965 13 -------8,978 ========

Per share amounts Income before extraordinary charge ........................ Extraordinary charge, net-of-tax .......................... Net income ................................................

1.64 -------$ 1.64 ========

$

EXHIBIT 11 - continued Note 1 - Per share earnings have been computed and reported to the stockholders pursuant to APB Opinion No. 15, which provides that "any reduction of less than 3% in the aggregate need not be considered as dilution in the computation and presentation of earnings per share data." Note 2 - Dilutive stock options are calculated based on the treasury stock method. For primary per share earnings the average market price is used. For fully diluted per share earnings the period-end market price, if higher than the average market price, is used.

EXHIBIT 11 - continued Note 1 - Per share earnings have been computed and reported to the stockholders pursuant to APB Opinion No. 15, which provides that "any reduction of less than 3% in the aggregate need not be considered as dilution in the computation and presentation of earnings per share data." Note 2 - Dilutive stock options are calculated based on the treasury stock method. For primary per share earnings the average market price is used. For fully diluted per share earnings the period-end market price, if higher than the average market price, is used. Note 3 -- Fully diluted per share earnings for the three and six months ended June 30, 1994 are not disclosed because the quarter-end market price did not exceed the average market price for the three and six month periods in 1994.

ARTICLE 5 CIK: 0000789933 NAME: NACCO INDUSTRIES MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS COMMON PREFERRED MANDATORY PREFERRED OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

6 MOS DEC 31 1994 JAN 01 1995 JUN 30 1995 30,359 0 236,866 0 393,566 690,246 506,865 0 1,798,037 468,273 0 8,965 0 0 299,732 1,798,037 1,014,254 1,019,970 819,510 953,556 0 0 26,407 43,555 15,326 27,537 0 1,280 0 26,257 2.93 2.93

ARTICLE 5 CIK: 0000789933 NAME: NACCO INDUSTRIES MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS COMMON PREFERRED MANDATORY PREFERRED OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

6 MOS DEC 31 1994 JAN 01 1995 JUN 30 1995 30,359 0 236,866 0 393,566 690,246 506,865 0 1,798,037 468,273 0 8,965 0 0 299,732 1,798,037 1,014,254 1,019,970 819,510 953,556 0 0 26,407 43,555 15,326 27,537 0 1,280 0 26,257 2.93 2.93


				
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