Exhibit 10.2

NACCO INDUSTRIES, INC.
EXECUTIVE EXCESS RETIREMENT PLAN

NACCO Industries, Inc.(the “Company”) does hereby adopt this NACCO Industries, Inc. Executive Excess Retirement Plan (the “Plan”) to be effective as of, and contingent upon, the “Spin Off Date,” as such term is defined in the 2012 Separation Agreement between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. (the “Effective Date”).

ARTICLE I - PREFACE

Section 1.1.      Purpose of the Plan . The purpose of this Plan is to provide the Participant with the benefits he would have received under the Retirement Plan if he was a participant in such plan and other limited retirement benefits.

Section 1.2.      Governing Law. This Plan shall be regulated, construed and administered under the laws of the State of Ohio, except where preempted by federal law.

Section 1.3.      Application of Code Section 409A .

(a)      The Excess 401(k) Sub-Accounts under the Plan are subject to the requirements of Code Section 409A. The remainder of the Plan is intended to be exempt from the requirements of Code Section 409A.

(b)      It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of, or exceptions to, Code Section 409A. The Plan shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Company does not guarantee the Participant any particular tax result with respect to any payments provided hereunder, including tax treatment under Code Section 409A.

ARTICLE II      - DEFINITIONS

Except as otherwise provided in this Plan, terms defined in the Retirement Plan as it 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 4.1 as the sum of the Participant's Excess Retirement Benefits hereunder. The Participant's Account shall be further divided into the Sub-Accounts described in Article III hereof.

Section 2.2.      Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, on a form acceptable to the Plan Administrator prior to the Participant’s death. In the absence of a valid designation, a Participant’s Beneficiary shall be his surviving spouse or, if none, his estate.

Section 2.3.      Bonus shall mean any bonus under the Company’s annual incentive compensation plan(s) that would be taken into account as Compensation under the Retirement Plan, which is earned with respect to services performed by the Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year).

Section 2.4.      Company shall mean NACCO Industries, Inc. or any entity that succeeds NACCO Industries, Inc. by merger, reorganization or otherwise.

Section 2.5.      Compensation shall have the same meaning as under the Retirement Plan, except that Compensation shall be deemed to include (i) the amount of compensation deferred by the Participant under this Plan, (ii) amounts in excess of the limitation imposed by Code Section 401(a)(17). Notwithstanding the foregoing, the timing and crediting of Bonuses hereunder shall be as specified in Section 3.2.

Section 2.6.      Excess Retirement Benefit or Benefit shall mean an Excess Profit Sharing Benefit, Excess 401(k) Benefit, Excess Employer Contribution Benefit or a Transitional Benefit (all as described in Article III) which is payable to or with respect to the Participant under this Plan.

Section 2.7.      Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV investment fund under the Retirement Plan or any equivalent fixed income fund thereunder which is designated by the Company’s Retirement Funds Investment Committee as the successor thereto.

Section 2.8.      Key Employee. A Participant shall be classified as a Key Employee if he meets the following requirements:

Section 2.9.      Participant shall mean the Chairman of the Company on the Effective Date.

Section 2.10.      Plan Administrator shall mean the Company’s Benefits Committee (the “Benefits Committee”).

Section 2.11.      Plan Year shall mean the calendar year.

Section 2.12.      Retirement Plan shall mean The North American Coal Corporation Retirement Savings Plan or any successor thereto.

Section 2.13.      Termination of Employment means, with respect to the Participant’s relationship with the Company and the Controlled Group Members, a separation from service as defined in Code Section 409A (and the regulations or other guidance issued thereunder).

Section 2.14.      Valuation Date shall mean the last day of each calendar month and any other date chosen by the Plan Administrator.

ARTICLE III      - EXCESS RETIREMENT BENEFITS – CALCULATION OF AMOUNT

Section 3.1.      Excess Profit Sharing Benefits.

(a)      Each Plan Year, the Company shall credit to a Sub-Account (the "Excess Profit Sharing Sub-Account") established for the Participant an amount equal to the amount of the Profit Sharing Contribution that would have been made to the profit sharing portion of the Retirement Plan on behalf of the Participant if (i) the Participant was a participant in such Plan; (ii) the Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code or any limits on the amount of Profit Sharing Contributions that may be paid to Highly Compensated Employees; (iii) the term "Compensation" (as defined in Section 2.5 hereof) were used for purposes of determining the amount of profit sharing contributions under the Retirement Plan and (iv) the Profit Sharing Contribution was calculated using the formula set forth in Section 3.1(b) below (the "Excess Profit Sharing Benefits").

(b)      Profit Sharing Formula .

(i)      The minimum Profit Sharing Contribution shall be an amount equal to 7% of the Participant’s Compensation, plus 5.7% of the Participant’s Compensation that exceeds the Social Security Wage Base (the “Minimum Profit Sharing Contribution”).

(ii)      For each Plan Year in which the Company’s ROTCE exceeds the Minimum ROTCE for such Plan Year, the Company shall make an additional Profit Sharing Contribution (the “Additional Profit Sharing Contribution”) to the Participant in accordance with the following table; provided, however, that the amount of any such Additional Profit Sharing Contribution shall be reduced by the amount of any Minimum Profit Sharing Contribution made on behalf of the Participant for such Plan Year:

(iii)      For purposes of determining the amount of the Additional Profit Sharing Contribution required under the table above, the Target Contribution shall be the Contribution which will be made if the Company exactly meets the Target ROTCE for the Plan Year and the Maximum Contribution shall be the Contribution which will be made if the Company meets or exceeds the Maximum ROTCE. In any Plan Year when ROTCE is other than the exact Minimum, Target or Maximum ROTCE, the additional Profit Sharing Contribution shall be calculated as follows:

(1)      if the Company's ROTCE is greater than the Minimum ROTCE but less than the Target ROTCE, then the Additional Profit Sharing Contribution shall equal:

(ROTCE minus Minimum ROTCE) divided by (Target ROTCE minus
Minimum ROTCE)
times
(Target Contribution minus Minimum Profit Sharing Contribution); and

(2)      if the Company’s ROTCE is greater than the Target ROTCE but less than the Maximum ROTCE, then the Additional Profit Sharing Contribution shall equal:

(ROTCE minus Target ROTCE) divided by (Maximum ROTCE minus
Target ROTCE)
times
(Maximum Contribution minus Target Contribution)
plus
(Target Contribution minus Minimum Profit Sharing Contribution)

Notwithstanding the foregoing, for purposes of calculating the Additional Profit Sharing Contribution for any Plan Year in which a Sub-Target ROTCE is established by the Compensation Committee of the Company, (A) the Sub-Target Contribution shall be an amount determined at a point between the Minimum Contribution and the Target Contribution shown on the foregoing table, based on the Sub-Target ROTCE for such Plan Year, interpolated using the following rules and (B) if ROTCE is other than the exact Minimum, Target or Maximum ROTCE, the Additional Profit Sharing Contribution shall be calculated as follows:

(ROTCE minus Minimum ROTCE) divided by (Sub-Target ROTCE minus Minimum ROTCE)
Times
(Sub-Target Contribution minus Minimum Profit Sharing Contribution); and

(ROTCE minus Sub-Target ROTCE) divided by (Target ROTCE minus Sub-Target ROTCE)
Times

(Target Contribution minus Sub-Target Contribution) plus (Sub-Target Contribution minus Minimum Profit Sharing Contribution); and

(ROTCE minus Target ROTCE) divided by (Maximum ROTCE minus Target ROTCE)
Times
(Maximum Contribution minus Target Contribution)
Plus
        (Target Contribution minus Minimum Profit Sharing Contribution)

(iv)      For purposes of this Section, the following words shall have the following meanings:

(1)      “ROTCE” for a particular Plan Year shall mean ROTCE as determined by the Compensation Committee of the Company. for purposes of determining payouts under the Company’s Annual Incentive Compensation Plan for the Plan Year.

(2)      "Minimum ROTCE," "Sub-Target ROTCE, " "Target ROTCE" and "Maximum ROTCE" for a particular Plan Year shall be those specified ROTCEs determined by the Compensation Committee of the Company for a particular Plan Year.

(3)      “Social Security Wage Base” shall mean the contribution and benefit base determined pursuant to Section 230 of the federal Social Security Act, as amended.

Section 3.2.      Basic and Additional Excess 401(k) Benefits .

(a)      Applicability . The provisions of this Section 3.2 shall apply during the 2012 Plan Year (and the 2013 Plan Year, but solely with respect to the Participant’s Bonus that was earned in 2012 and will be paid in 2013). The Participant’s deferral election under the NACCO Materials Handling Group, Inc. Excess Plan relating to his 2012 Compensation (including his Bonus that will be paid in 2013) shall continue in full force and effect under this Plan after the Effective Date. All amounts deferred by the Participant under this Section 3.2 shall be referred to herein collectively as the “Excess 401(k) Benefits.” Notwithstanding anything in the Plan to the contrary, in no event shall the Participant be entitled to receive Excess 401(k) Benefits under the Plan for Plan Years commencing on and after January 1, 2014.

(b)      Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for the 2012 Plan Year (and the 2013 Plan Year, but solely with respect to the Participant’s Bonus that was earned in 2012 and will be paid in 2013) 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 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 each Excess 401(k) Benefit by a fraction, the numerator of which is the excess (if any) of (1) the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year over (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.”

Section 3.3.      Excess Employer Contributions . For each Plan Year, the Company shall credit to a Sub-Account (the "Excess Employer Contribution Sub-Account") established for the Participant an amount equal to 5% of his Compensation (the "Excess Employer Contribution Benefits").

Section 3.4.      Transitional Benefits . The Company shall credit to a Sub-Account (the “Transitional Sub-Account”) established for the Participant an amount equal to $25,140 (the “Transitional Benefit”) on December 31, 2012 and on each following December 31st; provided, however, that the Participant remains employed by the Company on each such date.

ARTICLE IV      - ACCOUNTS

Section 4.1.      Participant Accounts . The Company shall establish and maintain on its books an Account for the Participant which shall contain the following entries:

(a)      Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.1, which shall be credited to the Sub-Account at the time the Profit Sharing Contributions would otherwise be credited to the Participant’s account under the Retirement Plan.

(b)      Credits to a Basic or Additional Excess 401(k) Sub-Account for the Basic and Additional Excess 401(k) Benefits described in Section 3.2, which shall be credited to the Sub-Account during each payroll period following the Effective Date.

(c)      Credits to an Excess Employer Contribution Sub-Account for the Excess Employer Contribution Benefits described in Section 3.3, which amounts shall be credited to the Sub-Account as of each pay date.

(d)      Credits to the Transitional Sub-Account for the Transitional Benefit at the time(s) described in Section 3.4.

(e)      Credits to all Sub-Accounts for the earnings and the uplift described in Article V.

(f)      Debits for any distributions made from the Sub-Accounts

ARTICLE V      – EARNINGS/UPLIFT

Section 5.1.      Earnings.

Subject to Section 5.3, at the end of each calendar month during a Plan Year, the Excess 401(k), Excess Employer Contribution and Transitional Sub-Accounts of the Participant shall be credited with an amount determined by multiplying such Participant’s Sub-Account balance during such month by the blended rate earned during the prior month by the Fixed Income Fund. Notwithstanding the foregoing, no interest shall be credited for the month in which a Sub-Account is distributed hereunder.

Section 5.2.      Uplift on Plan Payments.

Subject to Section 5.3, but in addition to the earnings described in Section 5.1, the balance of the Basic Excess 401(k) Sub-Account, the Excess Employer Contribution Sub-Account, the Transitional Sub-Account and the Excess Profit Sharing Sub-Account as of the last day of the month prior to the payment date shall each be increased by an additional 15%.

Section 5.3.      Changes/Limitations .

(a)      The Compensation Committee of the Company may change (or suspend) (i) the earnings rate credited on Accounts and/or (ii) the amount of the uplift under the Plan at any time.

(b)      Notwithstanding any provision of the Plan to the contrary, in no event will earnings on Accounts for a Plan Year (excluding the uplift under Section 5.2) be credited at a rate which exceeds 14%.

ARTICLE VI      - VESTING

Section 6.1.      Vesting . The Participant shall always be 100% vested in all amounts credited to his Account hereunder.

ARTICLE VII      -TIME AND FORM OF PAYMENT

Section 7.1.      Time and Form of Payment . All amounts credited to the Participant’s Sub-Accounts for each Plan Year (a) including the Excess Profit Sharing Benefits, earnings and uplift that are credited after the end of a Plan Year but (b) reduced for any applicable withholding taxes shall automatically be paid to the Participant (or his Beneficiary in event of his death) in the form of a single lump sum payment on March 15 ^th of the immediately following Plan Year.

Section 7.2.      Other Payment Rules and Restrictions.

(a)      Payments Violating Applicable Law. 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 the Company reasonably anticipates that the making of such payment would violate Federal securities laws or other applicable law (provided that the making of a payment that would cause income taxes or penalties under the Code shall not be treated as a violation of applicable law). The deferred amount shall become payable at the earliest date at which the Company reasonably anticipates that making the payment will not cause such violation.

(b)      Delayed Payments due to Solvency Issues . Notwithstanding any provision of the Plan to the contrary, the Company shall not be required to make any payment hereunder to the Participant or Beneficiary if the making of the payment would jeopardize the ability of the Company to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Company are sufficient to make the payment without jeopardizing the going concern status of the Company.

(c)      Key Employees . Notwithstanding any provision of the Plan to the contrary, to the extent the payment of a Sub-Account is subject to Code Section 409A, the payment of such Sub-Account to a Key Employee made on account of a Termination of Employment may not be made before the 1 ^st day of the seventh month following such Termination of Employment (or, if earlier, the date of death) except for payments made on account of (i) a QDRO (as specified in Section 8.5) or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (e) below). Any amounts that are otherwise payable to the Key Employee during the 6-month period following his Termination of Employment shall be accumulated and paid in a lump sum make-up payment within 30 days following the 1 ^st day of the 7 ^th month following Termination of Employment.

(d)      Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent a Sub-Account is subject to 409A, payments such Sub-Account hereunder may be accelerated (i) to the extent necessary to comply with federal, state, local or foreign ethics or conflicts of interest laws or agreements or (ii) to the extent necessary to pay the FICA taxes imposed on benefits hereunder under Code Section 3101, and the income withholding taxes related thereto. Payments may also be accelerated if the Plan (or a portion thereof) fails to satisfy the requirements of Code Section 409A; provided that the amount of such payment may not exceed the amount required to be included as income as a result of the failure to comply with Code Section 409A.

(e)      Withholding/Taxes . To the extent required by applicable law, the Company shall withhold from the Excess Retirement Benefits hereunder, any income, employment or other taxes required to be withheld there from by any government or governmental agency.

ARTICLE VIII      - MISCELLANEOUS

Section 8.1.      Liability of the Company . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company and the Participant, his Beneficiary or any other person.

Section 8.2.      Limitation on Rights of Participants and Beneficiaries – No Lien . This Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to

create a trust or lien in favor of the Participant or his 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. None of the Participant, his 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 his Beneficiary as provided herein. The Participant and his Beneficiary shall have the status of a general unsecured creditor of the Company. The amount standing to the credit of the Participant's Sub-Account is purely notional and affects only the calculation of benefits payable to or in respect of him. It does not give the Participant any right or entitlement (whether legal, equitable or otherwise) to any particular assets held for the purposes of the Plan or otherwise.

Section 8.3.      No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to the Participant. The 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.      Anti-Assignment .

(a)      Subject to Subsection (b), no right or interest under this Plan of the Participant or his 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 his Beneficiary.

(b)      Notwithstanding the foregoing, the Plan Administrator shall honor a qualified domestic relations order (“QDRO”) from a state domestic relations court which requires the payment of all or a part of the Participant's or his 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 jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby.

Section 8.7.      Effect on other Benefits. Benefits payable to or with respect to the Participant under any other Company sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

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 the Participant 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 to determine if a person is entitled to 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 Benefits, to a named administrator or administrators.

Section 9.2.      Regulations . The Plan Administrator may 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 .

(a)      The Plan Administrator shall determine the rights of any person to any Benefits hereunder. Any person who believes that he has not received the Benefits to which he is entitled under the Plan must 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.

(b)      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: (i) the specific reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) 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 (iv) an explanation of the claim review procedure and the time limits applicable thereto (including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review).

(c)      A claimant whose claim is denied (or his duly authorized representative) who wants to contest that decision must file with the Plan Administrator a written request for a review of such claim within 60 days after receipt of denial of a 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 Compensation Committee of 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 Compensation Committee of 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.

(d)      The Compensation Committee of the Company (or its delegate) 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, to the extent permitted by law, shall be final and binding on all interested persons. In addition, the notice of adverse determination shall also include statements that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information

relevant to the claimant’s claim for benefits and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

Section 9.4.      Revocability/Recovery . Any action taken by the Plan Administrator or the Compensation Committee of the Company (or its delegate) a with respect to the rights or benefits under the Plan of any person shall be revocable as to payments not yet made to such person. In addition, the acceptance of any Benefits under the Plan constitutes acceptance of and agreement to the Plan making any appropriate adjustments in future payments to any person (or to recover from such person) any excess payment or underpayment previously made to him.

Section 9.5.      Amendment . The Company (with the approval or ratification of the Compensation Committee of the Company) may at any time prospectively or retroactively amend any or all of the provisions of this Plan for any reason whatsoever, except that, without the prior written consent of the Participant, no such amendment may (a) reduce the amount of any Participant's vested Benefit as of the date of such amendment or (b) alter the time of payment provisions described in Article VII of the Plan, except for any amendments that are required to bring such provisions into compliance with the requirements of, or exceptions to, Code Section 409A or that accelerate the time of payment (provided that such amendments comply with the requirements of Code Section 409A as applied to any Sub-Account that is subject to the requirements of Code Section 409A). Any amendment shall be in the form of a written instrument executed by an officer of the Company. Subject to the 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)      Subject to Subsection (b), the Company (with the approval or ratification of the Compensation Committee of the Company), in its sole discretion, may terminate this Plan at any time and for any reason whatsoever, except that, without the prior written consent of the Participant, no such termination may (i) reduce the amount of the Participant's vested Benefit as of the date of such termination or (ii) alter the payment provisions described in Article VII of the Plan, except for changes that are required to bring such provisions into compliance with the requirements of, or exceptions to, Code Section 409A or that accelerate the time of payment (in a manner permitted under Code Section 409A as applied to any Sub-Account that is subject to the requirements of Code Section 409A). 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 Compensation Committee 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 Participant at a time determined by the Plan Administrator.

(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 the Participant’s Excess Retirement Benefits but only to the extent such change is permitted by Code Section 409A and Treasury Regulations or other guidance issued thereunder.

Section 9.7.      Expenses. The expenses of administering the Plan shall be paid by the Company.

  

EXECUTED, this 12 ^th day of September, 2012.

Exhibit 10.4

AMENDMENT NO. 1

TO THE NORTH AMERICAN COAL CORPORATION

EXCESS RETIREMENT PLAN

( Effective January 1, 2008 )

The North American Coal Corporation hereby adopts this Amendment No. 1 to The North American Coal Corporation Excess Retirement Plan (Effective January 1, 2008) (the "Plan"), to be effective as of, and contingent upon, the “Spin Off Date,” as such term is defined in the 2012 Separation Agreement between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. Words used herein with initial capital letters which are defined in the Plan are used herein as so defined.

Section 1

Section 2.04 of the Plan is hereby amended by deleting the phrase “any bonus under the Company's annual incentive compensation plan(s)” and replacing it with the phrase “any bonus under the Company's Annual Incentive Compensation Plan or the NACCO Industries, Inc. Annual Incentive Compensation Plan.”

Section 2

Section 3.01(a) of the Plan is hereby amended by adding the following new sentence to the end thereof, to read as follows:

“Notwithstanding any provision of the Plan to the contrary, the 2012 Compensation deferral election (including Bonuses earned in 2012 that will be paid in 2013) made prior to December 31, 2011 by any Participant who was a participant in the NACCO Materials Handling Group, Inc. Excess Retirement Plan (the “NMHG Excess Plan”), and who transferred employment to NACCO as of the Spin-Off Date (as such term is defined in the 2012 Separation Agreement between NACCO and Hyster-Yale Materials Handling, Inc.), shall continue in full force and effect under this Plan after the Spin-Off Date.”

EXECUTED this 12 ^th day of September, 2012.

THE NORTH AMERICAN COAL CORPORATION

By: /s/ Charles A. Bittenbender

Title: Charles A. Bittenbender    

Assistant Secretary

Exhibit 10.6

NACCO INDUSTRIES, INC. ANNUAL INCENTIVE COMPENSATION PLAN

The purpose of the NACCO Industries, Inc. Annual Incentive Compensation Plan (the “Plan”) is to further the profits and growth of NACCO Industries, Inc. (the “Company”) by enabling the Company and its wholly-owned subsidiaries (together with the Company, the “Employers”) to attract and retain employees by offering annual incentive compensation to those employees who will be in a position to help the Company meet its financial and business objectives.

(a)      “Award” means cash paid to a Participant under the Plan for a Performance Period in an amount determined in accordance with Section 5.

(b)      “Change in Control” means the occurrence of an event described in Appendix 1 hereto.

(c)      “Committee” means the Compensation Committee of the Company's Board of Directors or any other committee appointed by the Company's Board of Directors to administer this Plan in accordance with Section 3, so long as any such committee consists of not less than two directors of the Company and so long as each member of the Committee is (i) an “outside director” for purposes of Section 162(m) and (ii) is not an employee of the Company or any of its subsidiaries.

(d)      “Covered Employee” means any Participant who is a “covered employee” for purposes of Section 162(m) or any Participant who the Committee determines in its sole discretion could become a “covered employee.”

(e)      “Disability” means an approved application for disability benefits under an Employer’s long-term disability plan or under any applicable government program.

(f)      “Guidelines” means the guidelines that are approved by the Committee for the administration of the Awards granted under the Plan. To the extent that there is any inconsistency between the Guidelines and the Plan, the Guidelines will control.

(g)      “Hay Salary Grade” shall mean the salary grade or Salary Points assigned to a Participant by the Employers pursuant to the Hay Salary System, or any successor salary system subsequently adopted by the Employers.

(h)      “Participant” means any person who is classified by the Employers as a salaried employee, who in the judgment of the Committee occupies a key position in which his efforts may contribute to the profits or growth of the Employers and who is designated as a Participant in the Plan by the Committee. In addition, following the end of the Performance Period, the Committee may make one or more discretionary Awards to employees of the Employers who were not previously designated as Participants. Directors of the Employers who are also employees of the Employers are eligible to participate in the Plan.

(i)      “Payment Period” means, with respect to any Performance Period, the period from January 1 to March 15 of the calendar year immediately following the calendar year in which such Performance Period ends.

(j)      “Performance Period” means any period of one year (or portion thereof) on which an Award is based, as established by the Committee. Any Performance Period(s) applicable to a Qualified Performance-Based Award shall be established by the Committee not later than 90 days after the commencement of the Performance

Period on which such Qualified Performance-Based Award will be based and prior to completion of 25% of such Performance Period.

(k)      “Performance Objectives” shall mean the performance objectives established pursuant to the Plan for Participants. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of (i) the individual Participant or (ii) any Subsidiary, division, business unit, department or function of the Company. Performance Objectives may be measured on an absolute or relative basis. Different groups of Participants may be subject to different Performance Objectives for the same Performance Period. Relative performance may be measured by a group of peer companies or by a financial market index. Any Performance Objectives applicable to a Qualified Performance-Based Award shall be based on one or more, or a combination, of the following criteria, or the attainment of specified levels of growth or improvement in one or more of the following criteria: return on equity, return on total capital employed, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, return on sales, earnings before interest and taxes, revenue, revenue growth, gross margin, net or standard margin, return on investment, increase in the fair market value of shares, share price (including, but not limited to, growth measures and total stockholder return), operating profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), inventory turns, financial return ratios, market share, earnings measures/ratios, economic value added, balance sheet measurements (such as receivable turnover), internal rate of return, customer satisfaction surveys or productivity, net income, operating profit or increase in operating profit, market share, increase in market share, sales value, sales value increase over time, economic value income, economic value increase over time, new project development, adjusted standard margin or net sales.

(l)      “Qualified Performance-Based Award” shall mean any Award or portion of an Award granted to a Covered Employee on or after January 1, 2013 that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m).

(m)      “Retire” means a termination of employment that entitles the Participant to immediate commencement of his pension benefits under The Combined Defined Benefit Plan of NACCO Industries, Inc. and its Subsidiaries or, for Participants who are not members of such plan, a termination of employment with the Employers after reaching age 60 with at least 15 years of service.

(n)    “Salary Points” means the salary points assigned to a Participant by the Committee for the applicable Performance Period pursuant to the Hay salary point system, or any successor salary point system adopted by the Committee.

(o)    “Section 162(m)” means Section 162(m) of the Internal Revenue Code of 1986, as amended, or any successor provision.

(p)      “Subsidiary” shall mean any corporation, partnership or other entity, the majority of the outstanding voting securities of which is owned, directly or indirectly, by the Company

(q)      “Target Award” shall mean the designated salary midpoint that corresponds to a Participant’s Salary Points, multiplied by the short-term incentive compensation target percent for those Salary Points for the applicable Performance Period, as determined by the Committee. The Target Award is the Award that would be paid to a Participant under the Plan if each Performance Objective is met exactly at target level. Calculations of Target Awards for a Performance Period shall initially be based on the Participant’s Hay Salary Grade as of January 1 ^st of the first year of the Performance Period. However, such Target Awards shall be changed during or after the Performance Period under the following circumstances: (i) if a Participant receives a change in Salary Points, salary midpoint and/or short-term incentive compensation target percentage during a Performance Period, such change shall be reflected in a pro-rata Target Award, (ii) employees hired into or promoted into a position eligible to participate in the Plan during a Performance Period will be assigned a pro-rated Target Award based on their length of service during the Performance Period and (iii) the Committee may increase or decrease the amount of the Target Award at any time, in its sole and absolute discretion; provided, however, that (X) no such decrease may occur following a Change in Control and (Y) effective January 1, 2013, no such increase, adjustment or any other change

may be made that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).

This Plan shall be administered by the Committee. The Committee shall have complete authority to interpret all provisions of this Plan consistent with law, to prescribe the form of any instrument evidencing any Award granted under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration (including, without limitation, the Guidelines), and to make all other determinations necessary or advisable for the administration of this Plan. Notwithstanding the foregoing, no such action may be taken by the Committee that would cause any Qualified Performance-Based Awards to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)). A majority of the Committee shall constitute a quorum, and the action of members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan, including the severability of any or all of the provisions hereof, shall be conclusive, final and binding upon the Employers and all present and former Participants, all other employees of the Employers, and their respective descendants, successors and assigns. No member of the Committee shall be liable for any such act or decision made in good faith.

Each Participant shall be eligible to participate in this Plan and receive Awards in accordance with Section 5; provided, however, that, unless otherwise determined by the Committee or as otherwise provided in Section 6 below, (a) a Participant must be employed by the Employers on the last day of the Performance Period (or die, become Disabled or Retire during such Performance Period) in order to be eligible to receive an Award for such Performance Period and (b) the Award of a Participant who is described in the preceding clause or who is employed on the last day of the Performance Period but is not employed during the entire Performance Period shall be paid in a pro-rated amount based on the number of days the Participant was actually employed by the Employers during such Performance Period. Notwithstanding the foregoing, the Committee shall have the discretion to grant an Award to a Participant who does not meet the foregoing requirements; provided that, effective January 1, 2013, no such action may be taken by the Committee that would cause any Qualified Performance-Based Awards to be includable as applicable employee remuneration of such Participant, as such term is defined in Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).

The Committee may, from time to time and upon such conditions as it may determine, authorize the payment of Awards to Participants, which shall be consistent with, and shall be subject to all of the requirements of, the following provisions:

(a)      The Committee shall approve (i) a Target Award to be granted to each Participant and (ii) a formula for determining the amount of each Award, which formula is based upon the achievement of Performance Objectives as set forth in the Guidelines; provided, however, that with respect to any Qualified Performance-Based Award, the Committee shall approve the foregoing not later than the ninetieth day of the applicable Performance Period and prior to the completion of 25% of such Performance Period.

(b)      Prior to the end of the Payment Period, the Committee shall approve (i) a preliminary calculation of the amount of each Award based upon the application of the formula and actual performance relative to the Target Awards previously determined in accordance with Section 5(a); and (ii) a final calculation of the amount of each Award to be paid to each Participant for the Performance Period. Such approval shall be certified by the Committee

before any amount is paid under any Award with respect to that Performance Period. Notwithstanding the foregoing, the Committee shall have the power to (1) decrease the amount of any Award below the amount determined in accordance with Section 5(b)(i); and/or (2) increase the amount of any Award above the amount determined in accordance with Section 5(b)(i); provided, however, that (A) no such decrease may occur following a Change in Control and (B) no such increase, change or adjustment may be made that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)). No Award, including any Award equal to the Target Award, shall be payable under the Plan to any Participant except as determined by the Committee.

(c)      Each Award shall be fully paid during the Payment Period and shall be paid in cash. Awards shall be paid subject to all withholdings and deductions pursuant to Section 7. Notwithstanding any other provision of the Plan, the maximum amount paid to a Participant in a single calendar year as a result of Awards under this Plan shall not exceed $8,000,000 or such lesser amount specified in the Guidelines.

(d)      At such time as the Committee approves a Target Award and formula for determining the amount of each Award, the Committee shall designate whether all or any portion of the Award is a Qualified Performance-Based Award.

(a)      The following provisions shall apply notwithstanding any other provision of the Plan to the contrary.

(b)      Amount of Award for Year of Change In Control. In the event of a Change in Control during a Performance Period, the amount of the Award payable to a Participant who is employed by the Employers on the date of the Change in Control (or who died, become Disabled or Retired during such Performance Period and prior to the Change in Control) for such Performance Period shall be equal to the Participant’s Target Award for such Performance Period, multiplied by a fraction, the numerator of which is the number of days during the Performance Period during which the Participant was employed by the Employers prior to the Change in Control and the denominator of which is the number of days in the Performance Period.

(c)      Time of Payment . In the event of a Change in Control, the payment date of all outstanding Awards (including, without limitation, the pro-rata Target Award for the Performance Period during which the Change in Control occurred) shall be the date that is between two days prior to, or within 30 days after, the date of the Change in Control, as determined by the Committee in its sole and absolute discretion.

Any Award paid to a Participant under this Plan shall be subject to all applicable federal, state and local income tax, social security and other standard withholdings and deductions.

The Committee may alter or amend this Plan (including the Guidelines) from time to time or terminate it in its entirety; provided, however, that effective January 1, 2013, no such increase, change or adjustment may be made that would cause a Qualified Performance-Based Award to be includable as “applicable employee remuneration” of a Covered Employee, as such term is defined in Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).

The Plan will be submitted for approval by the stockholders of the Company. If such approval has not been obtained by July 1, 2013, all grants of Target Awards made on or after January 1, 2013 for Performance Periods beginning on or after January 1, 2013 will be rescinded.

(a)      No Right of Employment . Neither the adoption or operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any employee any right to continue in the employ of the Employers, or shall in any way affect the right and power of the Employers to terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Employers might have done if this Plan had not been adopted.

(b)      Governing Law . The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

(c)      Miscellaneous . Headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of this Plan or any provisions thereof. The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural, and vice versa.

(d)      American Jobs Creation Act . It is intended that this Plan be exempt from the requirements of Section 409A of the Internal Revenue Code, as enacted by the American Jobs Creation Act, and the Plan shall be interpreted and administered in a manner to give effect to such intent.

(e)      Limitation on Rights of Participants; No Trust . No trust has been created by the Employers for the payment of Awards granted under this Plan; nor have the Participants been granted any lien on any assets of the Employers to secure payment of such benefits. This Plan represents only an unfunded, unsecured promise to pay by the Participant’s Employers, and the Participants hereunder are unsecured creditors of their Employer.

(f)      Payment to Guardian . If an Award is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Award to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the distribution of such Award. Such distribution shall completely discharge the Company from all liability with respect to such Award.

(g)      Offset of Awards . Notwithstanding anything in the Plan to the contrary, if, prior to the payment of any Award, it is determined that any amount of money is owed by the Participant to any Employer, the Award otherwise payable to the Participant may be reduced in satisfaction of the Participant’s debt to such Employer. Such amount(s) owed by the Participant to the Employer may include, but is not limited to, the unused balance of any cash advances previously obtained by the Participant, or any outstanding credit card debt incurred by the Participant.

(a)      In general . The provisions of this Section shall apply notwithstanding any other provision of the Plan to the contrary.

(b)      Liability for Payment/Transfers of Employmen t.

Effective Date

This Plan shall be effective as of, and contingent upon, the “Spin Off Date,” as such term is defined in the 2012 Separation Agreement by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. (the “Effective Date”).

Appendix 1.    Change in Control.

I. Change in Control . The term “Change in Control” shall mean the occurrence of (i), (ii) or (iii) below; provided that such occurrence occurs on or after the Effective Date and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) (or any successor or replacement thereto) with respect to a Participant:

i. Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders, is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then outstanding voting securities of NACCO Industries, Inc. (“NACCO”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities:

(A) directly from NACCO that is approved by a majority of the Incumbent Directors (as defined below); or

(B) by any Person pursuant to an Excluded NACCO Business Combination (as defined below);

provided, that if at least a majority of the individuals who constitute Incumbent Directors determine in good faith that a Person has become the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the combined voting power of the outstanding voting securities of NACCO inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person is the “beneficial owner”(as defined in Rules 13d-3 and 13d-5

of the Exchange Act) of 50% or less of the combined voting power of the outstanding voting securities of NACCO, then no Change in Control shall have occurred as a result of such Person’s acquisition; or

(A) the individuals and entities who beneficially owned, directly or indirectly, NACCO immediately prior to such NACCO Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the entity resulting from such NACCO Business Combination (including, without limitation, an entity that as a result of such transaction owns NACCO or all or substantially all of the assets of NACCO, either directly or through one or more subsidiaries); and

(B) at the time of the execution of the initial agreement, or of the action of the Board of Directors of NACCO, providing for such NACCO Business Combination, at least a majority of the members of the Board of Directors of NACCO were Incumbent Directors.

II . Definitions . The following terms as used herein shall be defined as follow:

1. “ Incumbent Directors ” means the individuals who, as of the day after the Effective Date, are Directors of NACCO and any individual becoming a Director subsequent to such date whose election, nomination for election by NACCO’s stockholders, or appointment, was approved by a vote of at least a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of NACCO in which such person is named as a nominee for director, without objection to such nomination); provided , however , that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board of Directors of NACCO occurs as a result of an actual or threatened election contest (as described in Rule 14a‑12(c) of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of NACCO.

2. “ Permitted Holders ” shall mean, collectively, (i) the parties to the Amended and Restated 2012 Stockholders’ Agreement, as further amended from time to time, by and among the “Depository”, the “Participating Stockholders” (both as defined therein) and NACCO; provided , howeve r, that for purposes of this definition only, the definition of Participating Stockholders contained in the Stockholders’ Agreement shall be such definition in effect on the date of the Change in Control, (ii) any direct or indirect subsidiary of NACCO and (iii) any employee benefit plan (or related trust) sponsored or maintained by NACCO or any direct or indirect subsidiary of NACCO.

Exhibit 10.7

AMENDMENT NO. 1

TO THE NACCO INDUSTRIES, INC.

EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN

( Amended and Restated Effective March 1, 2012 )

NACCO Industries, Inc. hereby adopts this Amendment No. 1 to the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated Effective March 1, 2012) (the “Plan”). The terms of this Amendment shall be effective on the dates indicated herein. Words used herein with initial capital letters which are defined in the Plan are used herein as so defined.

Section 1

Effective October 1, 2012, Section 6 of the Plan is hereby amended (1) by changing the heading to read “Withholding Taxes/Offsets” and (2) by adding a new paragraph to the end thereof to read as follows:

“If, prior to the payment of any Award, it is determined by an Employer, in its sole and absolute discretion, that any amount of money is owed by the Participant to the Employer, the Award otherwise payable to the Participant may be reduced in satisfaction of the Participant's debt to such Employer. Such amount(s) owed by the Participant to the Employer may include, but is not limited to, the unused balance of any cash advances previously obtained by the Participant, or any outstanding credit card debt incurred by the Participant.”

Section 2

Effective October 1, 2012, Section 8(d) of the Plan is hereby amended in its entirety to read as follows:

“(d) Extraordinary Release of Restrictions .

Section 3

Effective as of, and contingent upon, the “Spin-Off Date” (as such term is defined in the 2012 Separation Agreement between the Company and Hyster-Yale Materials Handling, Inc.), Section III(2) of Appendix I of the Plan is hereby amended in its entirety to read as follows:

“ Permitted Holders ” shall mean, collectively, (i) the parties to the Amended and Restated 2012 Stockholders' Agreement, as further amended from time to time, by and among the “Depository”, the “Participating Stockholders” (both as defined therein) and NACCO; provided , howeve r, that for purposes of this definition only, the definition of Participating Stockholders contained in the Stockholders' Agreement shall be such definition in effect of the date of the Change in Control, (ii) any direct or indirect subsidiary of NACCO and (iii) any employee benefit plan (or related trust) sponsored or maintained by NACCO or any direct or indirect subsidiary of NACCO.”

Exhibit 10.8

FORM OF AGREEMENT UNDER NACCO INDUSTRIES, INC.

SUPPLEMENTAL EXECUTIVE LONG-TERM INCENTIVE BONUS PLAN

NACCO Industries, Inc.

5875 Landerbrook Drive

Cleveland, Ohio 44124-4017

Attention: Secretary

    

The undersigned is an employee of NACCO Industries, Inc. (the “Company”) or one of its wholly-owned subsidiaries (together with the Company, the “Employers”) to whom grants of an award (the “Award”) consisting of [insert number] fully paid and nonassessable shares (the “Award Shares”) of Class A Common Stock, par value $1.00 per share, of the Company (“Class A Common”) were made on ______ __, 20__ by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) pursuant to the NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Bonus Plan (the “Plan”). I hereby accept the Award and acknowledge to and agree with the Company as follows:

1. Award . I acknowledge that the Committee has granted the Award to me subject to the terms of the Plan for the January 1, 20__ through December 31, 20__ Award Term, the terms of the resolutions of the Committee pursuant to which the Award was made and the terms of this Agreement, and I hereby acknowledge receipt of stock certificate numbered [number] for [number] shares of Class A Common representing the Award Shares.

2. Restrictions on Transfer . I represent and covenant that, other than a Transfer (as defined below) (a) by will or the laws of descent and distribution, (b) pursuant to a domestic relations order meeting the definition of a qualified domestic relations order under Section 206(d)(3)(B) of the Employee Retirement Income Security Act of 1974, as amended (“QDRO”), (c) to a trust (a “Trust”) for my benefit or the benefit of my spouse, my children or my grandchildren (provided that Award Shares transferred to such a Trust shall continue to remain subject to the transfer restrictions hereinafter set forth) or (d) as otherwise permitted under the Plan with the consent of the Committee, the Award Shares shall be non-transferable and I shall not make (or attempt to make) any sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance of the Award Shares (collectively, a “Transfer”).

3. Lapse of Restrictions . I acknowledge that the transfer restrictions on the Award Shares set forth in paragraph 2 above shall lapse for all purposes and shall be of no further force or effect upon the earliest to occur of: (a) December 31, 20__; (b) the date of my death or permanent disability; (c) five years after retirement in accordance with the terms of The Combined Defined Benefit Plan of NACCO Industries, Inc. and Its Subsidiaries (or, if I am not a member of such plan, five years after my termination of employment with the Employers after reaching age 60 with at least 15 years of service with the Employers) (or earlier with the approval of the Committee); (d) an extraordinary release of transfer restrictions as described in paragraph 3A below; (e) the Transfer of Award Shares pursuant to a QDRO, but only as to the shares so transferred; and (f) a lapse of transfer restrictions as determined by the Committee in its sole and absolute discretion. As notice of such transfer restrictions, I acknowledge that there is affixed to each stock certificate representing Award Shares the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE NACCO INDUSTRIES, INC. SUPPLEMENTAL EXECUTIVE LONG-TERM INCENTIVE BONUS PLAN (“PLAN”). SUCH RESTRICTIONS ON TRANSFER UNDER THE PLAN SHALL LAPSE FOR ALL PURPOSES AND SHALL BE OF NO FURTHER

FORCE OR EFFECT AFTER DECEMBER 31, 20__, OR SUCH EARLIER TIME AS PROVIDED IN THE PLAN.

3A. Extraordinary Release of Transfer Restrictions .

4. Obligations . I agree that each Trust and I shall fulfill the obligations imposed with respect to Award Shares by the Plan and this Agreement.

5. Rights . I understand that, subject to the transfer restrictions set forth herein, I shall have all of the rights of a holder of Class A Common with respect to the Award Shares, including the right to vote such shares, to receive any dividends paid thereon and to participate in any of the matters described in clauses (a) and (c) of Section 7 of the Plan. Any securities that I receive in respect to Award Shares in connection with any of such matters shall be deemed to be Award Shares, and shall be subject to the transfer restrictions set forth herein to the same extent and for the same period as if such securities were the original Award Shares with respect to which they were issued (unless such restrictions are modified or eliminated by the Committee).

6. Surrender of Certificates . I understand that: (a) in the case of a Transfer under clause (a) or (b) of paragraph 2 above, on surrender to the Company by my successor or successors in interest to the Award Shares of the appropriate certificate or certificates reflecting the Award Shares, or (b) on surrender to the Company (or its delegate) of the appropriate certificate or certificates reflecting Award Shares with respect to which the transfer restrictions have otherwise lapsed in accordance with paragraph 3 or 3A above, the Company shall cause a new certificate or certificates to be issued without any legend referring to such restrictions.

7. Withholding . In order that the applicable Employer may satisfy its withholding obligations with respect to the compensation income resulting from the grant of any Award Shares, I authorize and direct the applicable Employer to withhold from any amounts otherwise payable to me such amounts of taxes with respect to the income attributable to such shares and at such time or times as may be required to be withheld, including, without limitation, taxes required to be withheld by reason of the compensation required to be reported for Federal income and employment tax purposes by me, all as determined in good faith in the sole judgment of the applicable Employer. If there are no such amounts otherwise payable to me, or if such amounts are insufficient, I will reimburse or indemnify the applicable Employer or make provision satisfactory to the Board of Directors or the Committee (or to any officer authorized for that purpose by the Board of Directors or the Committee) to reimburse or indemnify the applicable Employer for such amounts of taxes at such time and from time to time, as the applicable Employer may make demand for such reimbursement or indemnity. If and to the extent that in the sole judgment of the Board of Directors or the Committee (or any officer authorized for that purpose by the Board of Directors or the Committee) it appears advisable to do so, in order to enforce the Company’s rights under the Plan and this Agreement, the Company shall not issue or cause to be issued to me (or to my successor in interest), any new stock certificate without any legend referring to the transfer restrictions

with respect to the Award Shares as to which such restrictions have lapsed, unless and until such amounts of taxes have been withheld from amounts otherwise payable to me (or any of my successors in interest), or I (or such successor in interest) reimburse or indemnify the applicable Employer for such amounts of such taxes or make other provisions for reimbursement or indemnification to the applicable Employer of such taxes, satisfactory in the sole judgment of the Board or the Committee (or such officer) exercised in good faith.

8. No Right to Employment . I acknowledge that the grant of Award Shares to me does not in any way entitle me to continued employment with the Employers and does not limit or restrict any right that the Employers otherwise may have to terminate my employment.

                            

                                                              

ACCEPTED _________________________, 20__

NACCO INDUSTRIES, INC.