Exhibit 10.1

RETIREMENT BENEFIT PLAN
FOR ALFRED M. RANKIN, JR.
(As Amended and Restated as of December 1, 2007)

          WHEREAS, NACCO Industries, Inc. (the “Employer”) originally adopted the Retirement Benefit Plan for Alfred M. Rankin Jr. (the “Plan”) effective as of March 1, 1989 and amended and restated the Plan several times since its inception; and

          WHEREAS, Mr. Rankin and the Employer desire to amend and restate the Plan in order to (i) incorporate all prior amendments; (ii) bring the Plan into compliance with the requirements of the final regulations that were issued under Code Section 409A; (iii) freeze all Supplemental Benefits hereunder; and (iv) change the payment terms as permitted under the Code Section 409A transitional rules.

          NOW THEREFORE, the Employer hereby adopts and publishes this amendment and restatement of the Plan, which shall contain the following terms and conditions:

ARTICLE I
PREFACE

           SECTION 1.1. Effective Date and Plan Year. The Plan is amended and restated as of December 1, 2007. The Plan Year of the Plan is the calendar year.

           SECTION 1.2. Purpose of the Plan . For periods prior to January 1, 2008, the purpose of the Plan was to provide Supplemental Benefits to the Participant. All Supplemental Benefits under the Plan (other than earnings) shall be frozen as of December 31, 2007.

           SECTION 1.3. Governing Law. The Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

           SECTION 1.4. Severability . If any provision of the Plan or the application thereof to any circumstances(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 1.5. Application of Code Section 409A .

          (a) As a result of the changes to the payment provisions of the Plan in accordance with the Code Section 409A transitional rules, none of the Supplemental Benefits are “grandfathered” under Code Section 409A. Notwithstanding the foregoing, for administrative and recordkeeping purposes, (i) the sum of (1) the Participant’s Supplemental Profit Sharing Contributions (plus earnings) that were credited to his Account for Plan Years prior to 2005 (including the Opening Account Balance and the vested amount that was credited to his Account in 2005 for the 2004 Plan Year) and (2) the Transitional Benefits (plus earnings) that were credited to his Account on or before December 31, 2004 were credited to the “Pre-2005 Sub-Accounts” under the Plan and (ii) all other amounts were credited to the “Post-2004 Sub-Accounts” under the Plan.

          (b) It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of 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 to any Participant or Beneficiary any particular tax result with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

ARTICLE II
DEFINITIONS

           SECTION 2.1. The following words and phrases when used in the Plan with initial capital letters shall have the following respective meanings, unless the context clearly indicates otherwise.

           SECTION 2.1(1). “ Account ” shall mean the record maintained in accordance with Section 3.3 by the Employer for the Participant’s Supplemental Benefit. The Participant’s Account shall be further divided into the “Pre-2005 Sub-Account” and the “Post-2004 Sub-Account” as described in Section 1.5 hereof.

           SECTION 2.1(2). “ Beneficiary ” shall mean the person or persons (natural or otherwise) as may be designated by the Participant as his Beneficiary under the Plan. Such a designation may be made, and may be revoked or changed (without the consent of any previously designated Beneficiary), only by an instrument (in form acceptable to the Employer) signed by the Participant and filed with the Employer prior to the Participant’s death. In the absence of such a designation and at any other time when there is no existing Beneficiary designated by the Participant to whom payment is to be made pursuant to his designation, his Beneficiary shall be his surviving legal spouse or, if none, his estate. A person designated by a Participant as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant’s Beneficiary unless the Participant’s designation specifically provided to the contrary. If two or more persons designated as a Participant’s Beneficiary are in existence, the amount of any payment to the Beneficiary under the Plan shall be divided equally among such persons unless the Participant’s designation specifically provided to the contrary.

           SECTION 2.1(3). “ Change in Control ” shall mean the occurrence of an event described in Appendix A hereto; provided that such occurrence occurs on or after January 1, 2008 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) or any successor or replacement thereto.

           SECTION 2.1(4). “ Code ” shall mean the Internal Revenue Code of 1986, as it has been and may be amended from time to time.

           SECTION 2.1(5). “ Code Limitations ” shall mean the limitations imposed by Sections 401(a)(17) and 415 of the Code, or any successor(s) thereto, on the amount of the contributions which may be made to the Profit Sharing Plan for a participant.

           SECTION 2.1(6). “ Compensation ” shall have the same meaning as under the Profit Sharing Plan, except that Compensation (a) shall not be subject to the dollar limitation imposed by Code Section 401(a)(17), and (b) shall be deemed to include the amount of compensation deferred by the Participant under The North American Coal Corporation Deferred Compensation Plan for Management Employees (prior to 1995), the NACCO Materials Handling Group, Inc., Unfunded Benefit Plan (for periods from 1995 through August 31, 2000) and the NACCO Industries, Inc. Unfunded Benefit Plan (effective as of September 1, 2000).

           SECTION 2.1(7). “ Controlled Group ” shall mean the Employer and any other company, the employees of which, together with the employees of the Employer, are required to be treated as if they were employed by a single employer pursuant to Section 414 of the Code.

           SECTION 2.1(8). “ Employer ” shall mean NACCO Industries, Inc.

           SECTION 2.1(9). “ Fixed Income Fund ” shall mean the Vanguard Retirement Savings Trust investment fund under the Profit Sharing Plan or any equivalent fixed income fund thereunder which is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor thereto.

           SECTION 2.1(10). “ Key Employee. ” The Participant shall be classified as a key employee for purposes of Code Section 409A as long as the stock of the Employer is publicly traded on an established securities market or otherwise on the date of the Employee’s Termination of Employment.

           SECTION 2.1(11). “ Participant ” shall mean Alfred M. Rankin, Jr.

           SECTION 2.1(12). “ Plan ” shall mean this NACCO Industries, Inc. Retirement Benefit Plan for Alfred M. Rankin, Jr., as it may be amended from time to time.

           SECTION 2.1(13). “ Profit Sharing Plan ” shall mean the profit sharing portion of the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan, as in effect for periods prior to January 1, 2008.

           SECTION 2.1(14). “ ROTCE .” For 2007 and prior Plan years, ROTCE shall mean the Employer’s consolidated return on total capital employed, as determined by the Employer’s Compensation Committee for purposes of granting awards under the Employer’s long-term incentive compensation plan for a particular Plan Year.

           SECTION 2.1(15). “ ROTCE Table Rate .” For 2008 and future Plan Years, ROTCE Table Rate shall mean the earnings rate determined under the annual ROTCE Table that is adopted by the Employer’s Compensation Committee within the first 90 days of each Plan Year.

           SECTION 2.1(16). “ Supplemental Benefit ” shall mean the sum of the Participant’s Transitional Benefit and his Supplemental Profit Sharing Plan Benefit.

           SECTION 2.1(17). “ Supplemental Profit Sharing Benefit ” shall mean the amounts credited to the Participant’s Account pursuant to Section 3.1.

           SECTION 2.1(18). “ Termination of Employment ” shall mean, with respect to the Participant’s relationship with the Employer and the Controlled Group Members, a separation from service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).

           SECTION 2.1(19). “ Transitional Benefits ” shall mean the amounts credited to the Participant’s Account pursuant to Section 3.2.

           SECTION 2.1(20). “ Valuation Date ” shall mean the last day of each Plan Year, plus such additional date(s), if any, selected by the Employer.

ARTICLE III
SUPPLEMENTAL BENEFITS — CALCULATION OF AMOUNT

           SECTION 3.1. Amount of Supplemental Profit Sharing Benefit.

          (a) Effective as of January 1, 1994, the Employer credited the Participant’s Account with an Opening Account Balance.

          (b) For periods on or after January 1, 1994 and prior to January 1, 2008, the Employer shall credit the Participant’s Account annually with amounts (hereinafter referred to as the “Supplemental Profit Sharing Contributions”) equal to the amounts that would have been contributed by the Employer to the Profit Sharing Plan for such Participant, from time to time, as profit sharing contributions if (i) the Participant had been eligible to participate in the Profit Sharing Plan, (ii) the Profit Sharing Plan did not contain the Code Limitations, and (iii) the term “Compensation” (as defined in Section 2.1(6) hereof) were used for purposes of determining the amount of profit sharing contributions under the Plan. The last Supplemental Profit Sharing Contributions that are credited to the Participant’s Account shall be for the 2007 Plan Year.

           SECTION 3.2. Amount of Transitional Benefits . The Employer shall also credit the Participant’s Account with the Transitional Benefits equal to (a) $34,900 on December 31, 1994 and (b) in each subsequent year, an amount that is 4 percent greater than the amount credited under this Section 3.2 for the

preceding year. The Transitional Benefits described in the preceding sentence shall be credited annually as of each December 31st, commencing on December 31, 1994 and ending on December 31, 2007.

           SECTION 3.3. Participant’s Account . The Employer shall establish and maintain on its books an Account for the Participant which shall contain the following entries:

	(a)		the Opening Account Balance, which was credited to the Participant’s Account as of January 1, 1994;
	(b)		the Supplemental Profit Sharing Contributions which shall be credited to the Participant’s Account at the same time as actual profit sharing contributions are credited to the accounts of the participants in the Profit Sharing Plan;
	(c)		The Transitional Benefits, which shall be credited to the Participant’s Account as of each December 31st;
	(d)		Earnings, as determined under Article IV, and the uplift determined under Article V; and
	(e)		Debits for any distributions made from the Account.

     The Employer shall allocate such credits and debits between the Participant’s Pre-2005 Sub-Account or Post-2004 Sub-Account, as applicable.

ARTICLE IV
EARNINGS

           SECTION 4.1. Earnings .

          (a) For Plan Years Prior to January 1, 2008 . At the end of each calendar month during Plan Years commencing prior to January 1, 2008, the Account of the Participant shall be credited with an amount determined by multiplying such Participant’s weighted average daily Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. Notwithstanding the foregoing, in the event that the ROTCE determined for such Plan Year exceeds the rate credited to the Participant’s Account under the preceding sentence, the Participant’s Account shall retroactively be credited with the difference between (i) the amount determined under the preceding sentence, and (ii) the amount determined by multiplying the Participant’s average Account balance during each month of such Plan Year by the ROTCE determined for such Year, compounded monthly.

          (b) For Plan Years Commencing on and After January 1, 2008 . At the end of each calendar month during Plan Years commencing on and after January 1, 2008, the Account of the Participant shall be credited with an amount determined by multiplying such Participant’s weighted average daily Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. Notwithstanding the foregoing:

               (i) In the event that the ROTCE Table Rate determined for such Plan Year exceeds the Fixed Income Fund rate credited to the Account, the Account shall retroactively be credited with the difference between (1) the Fixed Income Fund rate and (2) the amount determined by multiplying the average balance of such Account during each month of such Plan Year by the ROTCE Table Rate determined for such Plan Year, compounded monthly; provided, however, that in the event of Participant’s Termination of Employment during a Plan Year, the ROTCE Table Rate calculation shall be made as of the last day of the month immediately preceding the date of the Participant’s Termination of Employment and shall be based on the year-to-date ROTCE Table Rate as of such date, as calculated by the Employer.

               (ii) No earnings shall be paid after the last day of the month immediately preceding the date of payment of the Participant’s Account.

          (c) Changes/Limitations in Earnings Assumptions . The Compensation Committee may change (or suspend) the earnings rate credited on the Participant’s Account hereunder; provided, however that notwithstanding any provision of the Plan to the contrary, in no event will the earnings rate credited to the Participant’s Account hereunder exceed 14%.

ARTICLE V
VESTING

           SECTION 5.1. Vesting . The Participant shall be 100% vested in his Supplemental Benefit hereunder.

ARTICLE VI
DISTRIBUTION OF SUPPLEMENTAL BENEFITS

           SECTION 6.1. Form and Time of Payment .

          (a) Except as otherwise specified in Section 6.1(b) or 7.7, all amounts allocated to the Participant’s Account shall be paid to the Participant (or his Beneficiary, if applicable) in accordance with the following rules: (i) his Account balance as of December 31, 2007 (after adjustment for the Excess Profit Sharing Benefits and ROTCE earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (ii) the earnings that are credited to his Account for each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1 ^st through March 15 ^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which the Participant receives the payment of his frozen Account balance pursuant to clause (i) of the preceding sentence, he shall also receive payment of the pro-rata earnings for such Plan Year (calculated through the last day of the month prior to the payment date) and the corresponding 15% uplift at the same time that he receives payment of such frozen Account balance.

          (b) Notwithstanding the foregoing, in the event of a Change in Control, all remaining amounts allocated to the Account of the Participant (including pro-rata earnings for the Plan Year in which the Change in Control occurs) shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Employer’s Compensation Committee.

           SECTION 6.2. Withholding/Taxes . To the extent required by applicable law, the Employer shall withhold from the Supplemental Benefits hereunder any income, employment or other taxes required to be withheld therefrom by any government or government agency.

ARTICLE VII
MISCELLANEOUS

           SECTION 7.1. Limitation on Rights of Participant and Beneficiaries — No Lien . The Plan is designed to be an unfunded, nonqualified plan and the entire cost of the Plan shall be paid from the general assets of the Employer. No liability for the payment of benefits under the Plan shall be imposed upon any officer, director, employee, or stockholder of the Employer. Nothing contained herein shall be deemed to create a lien in favor of the Participant or any Beneficiary on any assets of any Employer. The establishment of the Participant’s Account hereunder is solely for the Employer’s convenience in administering the Plan and amounts “credited” to the Account shall continue for all purposes to be part of the general assets of the Employer. The Participant’s Account is merely a record of the value of the Employer’s unsecured contractual obligation to the Participant and his Beneficiary under the Plan and the Employer shall have no obligation to purchase any assets

that do not remain subject to the claims of the creditors of the Employer for use in connection with the Plan. The Participant and each Beneficiary shall have the status of a general unsecured creditor of the Employer and shall have no right to, prior claim to, or security interest in, any assets of the Employer.

           SECTION 7.2. Nonalienation . No right or interest of the Participant or any Beneficiary under the Plan shall be anticipated, assigned (either at law or in equity) or alienated by the Participant or Beneficiary, nor shall any such right or interest be subject to attachment, garnishment, levy, execution or other legal or equitable process or in any manner be liable for or subject to the debts of the Participant or Beneficiary. Notwithstanding the foregoing, the Employer shall honor a qualified domestic relations order (“QDRO”) from a state domestic relations court which requires the payment of part or all of the Account under the Plan to an alternate payee under Code Section 414(p).

           SECTION 7.3. Employment Rights . Employment rights shall not be enlarged or affected hereby. The Employer shall continue to have the right to discharge the Participant, with or without cause.

           SECTION 7.4. Administration of Plan .

          (a) The Employer shall be the sponsor of the Plan for purposes of ERISA. The Compensation Committee shall be the Plan administrator and shall be responsible for the general administration of the Plan and for carrying out the provisions hereof. The Compensation Committee shall have discretion to interpret the provisions of the Plan, including, without limitation, by supplying omissions from, correcting deficiencies in or in resolving inconsistencies or ambiguities in the language of the Plan, to make factual findings with respect to any issue arising under the Plan and to decide disputes arising under the Plan and to make any determinations (including factual determinations) with respect to benefits payable hereunder.

          (b) Either the Committee or the Employer may, from time to time, delegate all or part of the administrative powers, duties and authorities delegated to it under the Plan to such person or persons, office or committee as it shall select.

           SECTION 7.5. 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 Employer 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 Employer 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 Employer from all liability with respect to such benefit.

           SECTION 7.6. Statement of Account . The Employer shall deliver to the Participant a written statement of his Account as of the end of each Plan Year.

           SECTION 7.7. Other Payment Rules and Restrictions .

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

          (b) Delayed Payments For Key Employees . Notwithstanding any provision of the Plan to the contrary, distributions to the Participant that are made on account of a Termination of Employment (if any) may not be made before the 1 ^st day of the 7 ^th month following the date of Termination of Employment (or, if earlier, the date of death) except for payments made on account of (i) a QDRO or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (d) below). Any amounts that are otherwise payable to the Participant during the 6-month period following his Termination of Employment shall be paid in a lump sum make-up payment within 10 days following the end of such 6-month period.

          (c) Time of Payment/Processing . All payments under the Plan shall be made on, or within 90 days of, the specified payment date.

          (d) Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued there under, payment of amounts 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.

ARTICLE VIII
AMENDMENT AND TERMINATION

           SECTION 8.1. Amendment . Subject to Section 8.3, the Employer (with the approval or ratification of the Benefits Committee) does hereby reserve the right to amend, at any time, any or all of the provisions of the Plan, without the consent of the Participant, Beneficiary or any other person. Any such amendment shall be expressed in an instrument executed by an officer of the Employer on the order of the Benefits Committee (or Compensation Committee, as applicable) and shall become effective as of the date designated in such instrument or, if no such date is specified, on the date of its execution.

           SECTION 8.2. Termination . Subject to Section 8.3, the Compensation Committee does hereby reserve the right to terminate the Plan at any time without the consent of the Participant, Beneficiary or any other person. Such termination shall be expressed in an instrument executed by an officer of the Employer on the order of the Compensation Committee and shall become effective as of the date designated in such instrument, or if no date is specified, on the date of its execution. In the event of a termination of the Plan (or any portion thereof), the Employer, in its sole and absolute discretion, shall have the right to change the time of distribution of the Participant’s Supplemental Benefits, including requiring that all amounts credited to the Participant’s Account hereunder be immediately distributed in the form of a lump sum payment; provided such action is permitted under Code Section 409A and the Treasury Regulations thereunder.

           SECTION 8.3. Limitations on Amendment and Termination . Notwithstanding the foregoing provisions of this Article, no amendment or termination of the Plan shall, without the written consent of the Participant (or, in the case of his death, his Beneficiary), (a) reduce the amount of any Supplemental Benefit under the Plan of the Participant or any Beneficiary as of the date of the amendment or termination or (b) alter the time of payment provisions described in Article VI of the Plan, except for any amendments that are required to bring such provisions into compliance with the requirements of Code Section 409A or that accelerate the time of payment. The foregoing limitations shall not prohibit the Compensation Committee from making any other changes to the Plan including, without limitation, (i) changing or suspending the earnings rate that is credited to the Participant’s Account under Article IV and/or (ii) changing or suspending the amount of the uplift described in Section 6.1(a).

          IN WITNESS WHEREOF, NACCO Industries, Inc., has executed this Plan this 14th day of December, 2007.

Appendix A. Change in Control.

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 January 1, 2008 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
	ii.		a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or
	iii.		the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of NACCO or the acquisition of assets of another corporation, or other transaction involving NACCO (“NACCO Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded NACCO Business Combination”):

(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.

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

	1.		“ Incumbent Directors ” means the individuals who, as of December 31, 2007, 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 Stockholders’ Agreement, dated as of March 15, 1990, as amended from time to time, by and among National City Bank, (Cleveland, Ohio), as depository, the Participating Stockholders (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 10.2

THE NACCO INDUSTRIES, INC.
UNFUNDED BENEFIT PLAN
(As Amended and Restated Effective as of December 1, 2007)

NACCO INDUSTRIES, INC.
UNFUNDED BENEFIT PLAN

          NACCO Industries, Inc. does hereby amend and restate the NACCO Industries, Inc. Unfunded Benefit Plan on the terms and conditions described hereinafter, effective as of December 1, 2007.

Article I. PREFACE

     Section 1.01 Effective Date . The effective date of this restatement of the Plan is December 1, 2007.

     Section 1.02 Purpose of the Plan . For periods prior to January 1, 2008, the purpose of the Plan was to provide for certain Employees the benefits they would have received under the Profit Sharing Plan but for (a) the dollar limitation on Compensation taken into account under the Profit Sharing Plan as a result of Section 401(a)(17) of the Code, (b) the limitations imposed under Section 415 of the Code, and (c) the limitations under Sections 402(g), 401(k)(3) and 401(m) of the Code.

     Section 1.03 Governing Law . The Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

     Section 1.04 Gender and Number . For purposes of interpreting the provisions of the Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

     Section 1.05 Code Section 409A .

          (a) As a result of the changes to the payment provisions of the Plan in accordance with Code Section 409A transitional rules, none of the Sub-Accounts are “grandfathered” under Code Section 409A. Notwithstanding the foregoing, for administrative and recordkeeping purposes, the following Sub-Accounts have been classified as the “Pre-2005 Sub-Accounts”: (i) amounts allocated to a Participant’s Excess 401(k) Sub-Account as of December 31, 2004 (the “Pre-2005 Excess 401(k) Sub-Account”); (ii) amounts allocated to a Participant’s Excess Matching Sub-Account as of December 31, 2004 (the “Pre-2005 Excess Matching Sub-Account”) and (iii) amounts allocated to the Excess Profit Sharing Sub-Account for pre-2005 Plan Years (including the amount that was credited in 2005 for the 2004 Plan Year) (the “Pre-2005 Excess Profit Sharing Sub-Account”).

          (b) The following Sub-Accounts have been classified as the “Post-2004 Sub-Accounts”: (i) amounts credited to the Excess 401(k) Sub-Account for periods on or after January 1, 2005 (the “Post-2004 Excess 401(k) Sub-Account”); (ii) amounts credited to the Excess Matching Sub-Account for periods on or after January 1, 2005 (the “Post-2004 Excess Matching Sub-Account”) and (iii) amounts credited to the Excess Profit Sharing Sub-Account for the 2005 through 2007 Plan Years.

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

     Section 1.06 Benefit Freeze/Partial Plan Termination . All Excess Retirement Benefits under the Plan shall be frozen as of December 31, 2007; provided, however, that earnings shall continue to be credited on all Sub-Accounts after such date, as specified in the Plan. The portion of the Plan that applies to Participants who are not Covered Employees shall automatically terminate in 2008 when the last non-Covered Employee receives a payment of all of his Sub-Accounts hereunder.

Article II. DEFINITIONS

     Except as otherwise provided in the Plan, terms defined in the Profit Sharing 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 the Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of the Plan.

     Section 2.01 Account shall mean the record maintained by the Employer in accordance with Section 4.01 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 Section 1.05 hereof.

     Section 2.02 Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under the Plan, in accordance with the provisions of Article VIII hereof.

     Section 2.03 Bonus shall mean any bonus under any annual bonus plan that would be taken into account as Compensation under the Profit Sharing Plan, which is earned with respect to services performed by a Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year). An election to defer a Bonus under the Plan must be made before the period in which the services are performed that gives rise to such Bonus.

     Section 2.04 Change in Control shall mean the occurrence of an event described in Appendix A hereto; provided that such occurrence occurs on or after January 1, 2008 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5).

     Section 2.05 Company shall mean NACCO Industries, Inc. or any entity that succeeds NACCO Industries, Inc. by merger, reorganization or otherwise.

     Section 2.06 Compensation shall have the same meaning as under the Profit Sharing Plan, except that Compensation shall be deemed to include (i) the amount of compensation deferred by the Participant under the Plan and (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 3.02.

     Section 2.07 Covered Employee shall mean the Chief Executive Officer of the Company as of December 31, 2007.

     Section 2.08 Employer shall mean the Company and NACCO Services, LLC.

     Section 2.09 Excess Retirement Benefit or Benefit shall mean an Excess Profit Sharing Benefit, Excess 401(k) Benefit or Excess Matching Benefit (as described in Article III) that is payable to or with respect to a Participant under the Plan.

     Section 2.10 Fixed Income Fund shall mean the Vanguard Retirement Savings Trust investment fund under the Profit Sharing Plan or any equivalent fixed income fund thereunder that is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor to the Stable Asset Fund.

     Section 2.11 401(k) Employee shall mean an Employee of an Employer who is a Participant in the Profit Sharing Plan who is eligible to receive Before-Tax Contributions and Matching Employer Contributions thereunder.

     Section 2.12 Key Employee. A Participant shall be classified as a Key Employee if he meets the following requirements:

          (a) The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group members met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5) thereof) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” shall (A) be as defined in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.

          (b) The Identification Date for Key Employees is each December 31 ^st and the Effective Date is the following April 1 ^st . As such, any Employee who is classified as a Key Employee as of December 31 ^st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 ^st .

          (c) Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of the Company (or an affiliate thereof) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

     Section 2.13 Participant.

          (a) For purposes of Section 3.01 of the Plan, the term “Participant” means an Employee who is a Participant in the profit sharing portion of the Profit Sharing Plan (i) whose profit sharing benefit for a Plan Year is limited by the application of Section 401(a)(17) or 415 of the Code or as a result of his deferral of Compensation under the Plan and (ii) whose total annual compensation from the Controlled Group for such Plan Year was at least $115,000.

          (b) For purposes of Sections 3.02 and 3.03 of the Plan, the term “Participant” means a 401(k) Employee (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Profit Sharing Plan, or is unable to receive the maximum amount of Matching Employer Contributions under the Profit Sharing Plan because of the limitations of Section 402(g), 401(a)(17), 401(k)(3) and 401(m) of the Code or as a result of his deferral of Compensation hereunder , and (ii) whose total annual compensation from the Controlled Group for the Plan Year in which a deferral election is required is at least $115,000.

          (c) The term “Participant” shall also include any other person who has an Account balance hereunder or who was defined as a participant in a prior version of the Plan.

     Section 2.14 Plan shall mean the NACCO Industries, Inc. Unfunded Benefit Plan, as herein set forth or as duly amended.

     Section 2.15 Plan Administrator shall mean the NACCO Industries, Inc. Benefits Committee (the “Benefits Committee”).

     Section 2.16 Plan Year shall mean the calendar year.

     Section 2.17 Prior Plan shall mean the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (for the period from January 1, 1995 through August 31, 2000) and The North American Coal Corporation Deferred Compensation Plan for Management Employees (for the period prior to January 1, 1995).

     Section 2.18 Profit Sharing Employee shall mean an Employee of an Employer who is a participant in the Profit Sharing Plan and who is eligible for Profit Sharing Contributions.

     Section 2.19 Profit Sharing Plan shall mean the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan or any successor thereto.

     Section 2.20 ROTCE. For 2007 and prior Plan Years, ROTCE shall mean the Company’s consolidated return on total capital employed for the applicable time period, as determined by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) for purposes of granting awards under the Company’s long-term incentive compensation plan for a particular Plan Year.

     Section 2.21 ROTCE Table Rate . For 2008 and future Plan Years, ROTCE Table Rate shall mean the earnings rate determined under the annual ROTCE Table that is adopted by the Compensation Committee within the first 90 days of each Plan Year.

     Section 2.22 Termination of Employment means, with respect to any Participant’s relationship with the Company and the Controlled Group Members, a separation from service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).

     Section 2.23 Valuation Date shall mean the last day of each calendar month and/or any other date chosen by the Plan Administrator.

Article III.
EXCESS RETIREMENT BENEFITS — CALCULATION OF AMOUNT

     Section 3.01 Excess Profit Sharing Benefits .

          (a) In General . Each Employer shall credit to a Sub-Account (the “Excess Profit Sharing Sub-Account”) established for each Participant who is both an Employee of such Employer and a Profit Sharing Employee, an amount equal to the excess, if any, of (i) the amount of the Employer’s Profit Sharing Contribution which would have been made to the profit sharing portion of the Profit Sharing Plan on behalf of the Participant if (1) such Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code and (2) the term “Compensation” (as defined in Section 2.06 hereof) were used for purposes of determining the amount of profit sharing contributions under the Profit Sharing Plan, over (ii) the amount of the Employer’s Profit Sharing Contribution that is actually made to such Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”). The last Excess Profit Sharing Benefits that are credited to the Excess Profit Sharing Sub-Account shall be for the 2007 Plan Year.

          (b) Minimum Benefit . Notwithstanding the foregoing, the Account balance of a Participant who was a participant in the Prior Plan shall in no event be less than the amount credited to such Participant’s account under the Prior Plan.

     Section 3.02 Basic and Additional Excess 401(k) Benefits .

          (a) Amount of Excess 401(k) Benefits . Each 401(k) Employee who is a Participant may, on or prior to each December 31 ^st , by completing an approved deferral election form, direct his Employer to reduce his Compensation for the next Plan Year, by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Profit Sharing Plan for such Plan Year by reason of the application of the limitations under Sections 402(g), 401(a)(17) and 401(k)(3) of the Code . All amounts deferred under this Section shall be referred to herein collectively as the “Excess 401(k) Benefits.” The last Excess 401(k) Benefits that are credited to the Excess 401(k) Sub-Accounts hereunder shall be as of December 31, 2007. Notwithstanding the foregoing, (1) a 401(k) Employee’s direction to reduce a Bonus earned during a particular Plan Year shall be made no later than December 31 ^st of the Plan Year preceding the Plan Year in which the Bonus commences to be earned and (2) the Bonus that was earned in 2007 and will be paid in 2008 shall not be credited to the Excess 401(k) Sub-Accounts hereunder, but shall be credited to a sub-account established under the Company’s Excess Retirement Plan that becomes effective January 1, 2008.

          (b) Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year shall be calculated monthly and shall be further divided into the “Basic Excess 401(k) Benefits” and the “Additional Excess 401(k) Benefits” as follows:

	1)		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
	2)		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 the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year over 7%, and the denominator of which is the percentage of Compensation elected to be deferred.
	3)		The Basic Excess 401(k) Benefits shall be credited to the Basic Excess 401(k) Sub-Account under the Plan and the Additional Excess 401(k) Benefits shall be credited to the Additional Excess 401(k) Sub-Account hereunder.

          (c) Consequences of Deferral Elections . Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable to the Participant for the Plan Year for which the deferral election form is effective and the Participant shall not be eligible to receive such Compensation. Instead such amounts shall be credited to the Participant’s Excess 401(k) Sub-Account hereunder. Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation that is earned in subsequent Plan Years. A new deferral election will be required for each Plan Year; provided that no new deferral elections shall be permitted under the Plan for Plan Years beginning on or after January 1, 2008.

     Section 3.03 Excess Matching Benefits . A 401(k) Employee who is a Participant shall have credited to his Basic Excess Matching Sub-Account an amount equal to the Matching Employer Contributions attributable to the Basic Excess 401(k) Benefits that he is prevented from receiving under the Profit Sharing Plan because of the limitations of Code Sections 402(g), 401(a)(17), 401(k)(3) and 401(m) of the Code or as a result of his deferral of Compensation hereunder (the “Excess Matching Benefits”). The last Excess Matching Benefits that are credited to the Basic Excess Matching Sub-Account shall be those that are credited for the 2007 Plan Year.

Article IV.
ACCOUNTS

     Section 4.01 Participants’ Accounts . Each Employer shall establish and maintain on its books an Account for each Participant who is an Employee of the Employer which shall contain the following entries:

          (a) Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.01, which shall be credited to the Sub-Account at the time the

Profit Sharing Contributions are otherwise credited to Participants’ accounts under the Profit Sharing 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 3.02, which shall be credited to the Sub-Account when a 401(k) Employee is prevented from making a Before-Tax Contribution under the Profit Sharing Plan.

          (c) Credits to a Basic Excess Matching Sub-Account for the Basic Excess Matching Benefits described in Section 3.03, which amounts shall be credited to the Sub-Account when a 401(k) Employee is prevented from receiving Matching Employer Contributions under the Profit Sharing Plan.

          (d) Credits to the appropriate Sub-Account of each Participant of the amount of any and all liabilities of the Employer under the Prior Plan that were transferred to the Plan.

          (e) Credits to all Sub-Accounts for the earnings described in Article V and the uplift described in Article VI (as applied to Covered Employees).

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

          (g) The Employers shall make the above-described credits and debits to the Participant’s Pre-2005 Sub-Accounts or the Post-2004 Sub-Accounts, as applicable, in accordance with Code Section 409A.

Article V.
EARNINGS

     Section 5.01 Earnings on Basic Sub-Accounts and Profit Sharing Sub-Accounts for 2007 and Prior Plan Years .

          (a) Except as otherwise provided in the Plan, at the end of each calendar month during a Plan Year, the Excess Profit Sharing Sub-Account, Basic Excess 401(k) Sub-Account and Basic Excess Matching Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s weighted average daily Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. Notwithstanding the foregoing, in the event that the ROTCE determined for such Plan Year that is applicable to the Participant exceeds the rate credited to the Sub-Accounts under the preceding sentence, such Sub-Accounts shall retroactively be credited with the difference between (i) the amount determined under the preceding sentence, and (ii) the amount determined by multiplying the Participant’s average Sub-Account balance during each month of such Plan Year by the ROTCE determined for such Plan Year, compounded monthly.

          (b) The ROTCE calculation described in Subsection (a) shall be made during the month in which the Participant terminates employment and shall be based on the year-to-date ROTCE for the month ending prior to the date the Participant terminated employment, as calculated by the Company. For any subsequent month following termination, such ROTCE calculation shall not apply. The Fixed Income Fund calculation described above for the month in

which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

     Section 5.02 Earnings on Additional Excess 401(k) Sub-Account For 2007 and Prior Plan Years . Subject to Section 5.03, at the end of each calendar month during the Plan Year, the Additional Excess 401(k) Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s weighted average daily Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. The earnings calculation for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund

     Section 5.03 Earnings for 2008 and Subsequent Plan Years .

          (a) Sub-Accounts of non-Covered Employees . Except as otherwise described in the Plan, at the end of each calendar month during 2008, the Sub-Accounts of each Participant who is a non-Covered Employee shall be credited with an amount determined by multiplying such Participant’s weighted average daily Sub-Account balance during such month by the blended rate earning during such month by the Fixed Income Fund. Notwithstanding the foregoing, no earnings shall be credited for the month in which the Participant receives the distribution of his Sub-Accounts.

          (b) Sub-Accounts of Covered Employee . Except as otherwise described in the Plan, at the end of each calendar month during Plan Years commencing on or after January 1, 2008, the Sub-Accounts of the Participant who is a Covered Employee shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balances during such month by the blended rate earning during such month by the Fixed Income Fund. Notwithstanding the foregoing:

     (i) No earnings shall be credited for the month in which the Participant receives the distribution of the principle amount of his Sub-Accounts.

     (ii) In the event that the ROTCE Table Rate determined for such Plan Year exceeds the Fixed Income Fund rate credited to the Sub-Accounts, the Basic Excess 401(k) Sub-Account and Excess Matching Sub-Account of such Participant shall retroactively be credited with the difference between (1) the Fixed Income Fund rate and (2) the amount determined by multiplying the average balance of such Sub-Accounts during each month of such Plan Year by the ROTCE Table Rate determined for such Plan Year, compounded monthly. In the event of a Participant’s Termination of Employment during a Plan Year, the ROTCE Table Rate calculation described in the preceding sentence shall be made during the month in which the Participant incurs a Termination of Employment and shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date of Termination, as calculated by the Company.

     Section 5.04 Changes in/Limitations on Earnings Assumption .

          (a) The Company (with the approval or ratification of the Compensation Committee) may change (but not suspend) the earnings rate credited on Accounts 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 be credited at a rate that exceeds 14%.

Article VI.
VESTING

     Section 6.01 Vesting . A Participant shall always be 100% vested in all amounts credited to his Account hereunder.

Article VII.
DISTRIBUTION OF BENEFITS TO PARTICIPANTS

     Section 7.01 Time and Form of Payment .

          (a) Prior Elections . All elections regarding the time and form of payment of all Excess Retirement Benefits under prior Plan documents, including elections made by terminated Participants, shall continue in effect through the close of business on December 31, 2007 and shall automatically be cancelled at immediately thereafter.

          (b) Payment Rules for non-Covered Employees . All Sub-Account balances of all Participants who are not Covered Employees shall automatically be paid to the Participant (or Beneficiary, if applicable) in the form of a single lump sum payment during the period from January 1, 2008 through April 30, 2008.

          (c) Payment Rules for Covered Employee .

          (i) Except as otherwise specified in Sections 7.01(c)(ii) or 7.02, all amounts allocated to the Covered Employee’s Sub-Accounts shall be paid to the Covered Employee (or his Beneficiary, if applicable) in accordance with the following rules: (i) his Account balance as of December 31, 2007 (after adjustment for the ROTCE earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (ii) the earnings that are credited to his Account for each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1 ^st through March 15 ^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which the Participant receives the payment of his frozen Account balance pursuant to clause (i) of the preceding sentence, he shall also receive payment of the pro-rata earnings for such Plan Year (calculated through the last day of the month prior to the payment date) and the corresponding 15% uplift at the same time that he receives payment of such frozen Account balance.

          (ii) Notwithstanding the foregoing, in the event of a Change in Control, all remaining amounts allocated to the Account of the Participant (including pro-rata earnings for

the Plan Year in which the Change in Control occurs) shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Compensation Committee.

     Section 7.02 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 Employer 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 Employer 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, an Employer shall not be required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize the ability of the Employer to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.

          (c) Key Employees . Notwithstanding any provision of the Plan to the contrary, distributions to Key Employees made on account of a Termination of Employment may not be made before the 1 ^st day of the 7 ^th month following Termination of Employment (or, if earlier, the date of death) except for payments made on account of (i) a QDRO (as specified in Section 9.05) or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (e) below). Any Benefits 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 10 days following the end of such 6-month period.

          (d) Time of Payment/Processing . Except as described in Sections 7.01(c)(ii) or 7.02(c), all payments under the Plan shall be made on, or within 90 days of, the specified payment date.

          (e) Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments 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.

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

Article VIII.
BENEFICIARIES

     Section 8.01 Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant’s death. Separate Beneficiary designations may be made for (i) the Excess 401(k) and Matching Benefits and (ii) the Excess Profit Sharing Benefits. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, the Beneficiary of a Participant for his Excess Retirement Benefits shall be his beneficiary under the Profit Sharing Plan. A person designated by a Participant as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant’s Beneficiary unless the Participant’s designation specifically provided to the contrary. If two or more persons designated as a Participant’s Beneficiary are in existence with respect to a single Sub-Account, the amount of any payment to the Beneficiary under the Plan shall be divided equally among such persons unless the Participant’s designation specifically provides for a different allocation.

     Section 8.02 Change in Beneficiary . A Participant may, at any time and from time to time, change a Beneficiary designation hereunder without the consent of any existing Beneficiary or any other person. A change in Beneficiary hereunder may be made regardless of whether such a change is also made under the Profit Sharing Plan. Any change in Beneficiary shall be made by giving written notice thereof to the Plan Administrator and any change shall be effective only if received prior to the death of the Participant.

     Section 8.03 Distributions to Beneficiaries . Excess Retirement Benefits payable to a Participant’s Beneficiary shall be equal to the balance in the applicable Sub-Account of such Participant on the Valuation Date preceding the date of the distribution of the Sub-Account to the Beneficiary. Excess Retirement Benefits payable to a Beneficiary shall be paid in the form of a lump sum payment on the date such benefits would otherwise have been paid to the Participant under Article VII.

Article IX.
MISCELLANEOUS

     Section 9.01 Expenses . Expenses of administering the Plan shall be paid by the Employers, as directed by the Company.

     Section 9.02 Limitation on Rights of Participants and Beneficiaries — No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of an Employer. The Employers shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Employers for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any

beneficial ownership interest in, any assets of the Employers prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of his Employer.

     Section 9.03 No Guarantee of Employment . Nothing in the Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of an Employer solely at the will of the Employer subject to discharge at any time, with or without cause.

     Section 9.04 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 Employers from all liability with respect to such Benefit.

     Section 9.05 Anti-Assignment/Early Payment in the Event of a QDRO .

          (a) No right or interest under the Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.

          (b) Notwithstanding any provision of the Plan to the contrary, the Plan Administrator shall honor a “qualified domestic relations order” (QDRO) from a state domestic relations court that requires the payment of all or a part of a Participant’s or Beneficiary’s Account under the Plan to an “alternate payee” as defined in Code Section 414(p).

     Section 9.06 Severability . If any provision of the 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 9.07 Effect on other Benefits . Benefits payable to or with respect to a Participant under the Profit Sharing Plan or any other Employer sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under the Plan.

     Section 9.08 Liability for Payment . Each Employer shall be liable for the payment of the Excess Retirement Benefits that are payable hereunder to or on behalf of its Employees.

Article X.
ADMINISTRATION OF PLAN

     Section 10.01 Administration . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular employee is a Participant and (ii) to determine if a person is entitled to 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 10.03 and 10.04 hereof. 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 10.02 Regulations . The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, subject only to the provisions of Sections 10.03 and 10.04 hereof, be final and binding on all persons.

     Section 10.03 Claims Procedures . The Plan Administrator shall determine the rights of a person to any Benefits hereunder. Any person who believes that he has not received the Benefits to which he is entitled under the Plan may file a claim in writing with the Plan Administrator. The Plan Administrator shall, no later than 90 days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension of time is given to the claimant within the first 90 day period), either allow or deny the claim in writing. A denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include: (a) the specific reasons for the denial; (b) specific reference to pertinent Plan provisions on which the denial is based; (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (d) an explanation of the claim review procedure 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). 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 (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 (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 10.01 above. The Compensation Committee (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 shall, to the extent permitted by law, 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 10.04 Revocability of Prior Action . Any action taken by the Plan Administrator, the Compensation Committee or an Employer 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 Administrator’s, Compensation Committee’s or the Employer’s 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 or on his behalf.

     Section 10.05 Amendment . Subject to Section 10.07, the Company (with the approval or ratification of the Compensation Committee) does hereby reserve the right to amend, at any time, any or all of the provisions of the Plan, without the consent of the Participant, Beneficiary or any other person. Any such amendment shall be expressed in an instrument executed by an officer of the Company on the order of the Compensation Committee and shall become effective as of the date designated in such instrument or, if no such date is specified, on the date of its execution.

     Section 10.06 Termination . The Compensation Committee has taken action to terminate the portion of the Plan that applies to non-Covered Employees in 2008 on the date when the last non-Covered Employee receives the full payment of his Account balance hereunder. In addition, subject to Section 10.07, the Compensation Committee does hereby reserve the right to terminate the remainder of the Plan at any time without the consent of the Participant, Beneficiary or any other person. Such termination shall be expressed in an instrument executed by an officer of the Company on the order of the Compensation Committee and shall become effective as of the date designated in such instrument, or if no date is specified, on the date of its execution. 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 of distribution of the Participant’s Excess Retirement Benefits, including requiring that all amounts credited to the Participant’s Account hereunder be immediately distributed in the form of a lump sum payment; provided such action is permitted under Code Section 409A and the Treasury Regulations thereunder.

     Section 10.07 Limitations on Amendment and Termination . Notwithstanding the foregoing provisions of this Article, no amendment or termination of the Plan shall, without the written consent of the Participant (or, in the case of his death, his Beneficiary), (a) reduce the amount of any Excess Retirement Benefit under the Plan of the Participant or any Beneficiary as of the date of the amendment or termination 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 Code Section 409A or that accelerate the time of payment. The foregoing limitations shall not prevent the Compensation Committee from making any other changes to the Plan including, without limitation, (i) changing the earnings rate that is credited to Participants’ Account under Article V and/or (ii) changing or eliminating the amount of the uplift described in Section 7.01(c).

     EXECUTED, this 14 ^th day of December, 2007.

Appendix A. Change in Control.

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 January 1, 2008 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
	ii.		a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or
	iii.		the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of NACCO or the acquisition of assets of another corporation, or other transaction involving NACCO (“NACCO Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded NACCO Business Combination”):

(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.

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

	1.		“ Incumbent Directors ” means the individuals who, as of December 31, 2007, 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 Stockholders’ Agreement, dated as of March 15, 1990, as amended from time to time, by and among National City Bank, (Cleveland, Ohio), as depository, the Participating Stockholders (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 10.3

THE HAMILTON BEACH BRANDS, INC.
UNFUNDED BENEFIT PLAN
(As Amended and Restated Effective as of December 1, 2007)

HAMILTON BEACH BRANDS, INC.
UNFUNDED BENEFIT PLAN

               Hamilton Beach Brands, Inc. (the “Company”) does hereby amend and completely restate the Hamilton Beach Brands, Inc. Unfunded Benefit Plan to read as follows:

ARTICLE I
PREFACE

           SECTION 1.1 Effective Date . The original effective date of this Plan was March 10, 1993. This restatement shall be effective as of December 1, 2007; provided, however, that certain provisions of this restatement are effective as of other dates as indicated herein.

           SECTION 1.2 Purpose of the Plan . For periods prior to January 1, 2008, the purpose of this Plan was to (a) provide for certain Employees the benefits they would have received under the Cash Balance Plan but for (i) the dollar limitation on Compensation taken into account as a result of Section 401(a)(17) of the Code, and (ii) the limitations imposed under Section 415 of the Code, and/or (b) provide for certain Employees the benefits they would have received under the Savings Plan but for the limitations imposed under Section 402(g), 401(a)(17), 401(k)(3) or 415 of the Code.

           SECTION 1.3 Governing Law . This Plan shall be regulated, construed and administered under the laws of the Commonwealth of Virginia , except when preempted by federal law.

           SECTION 1.4 Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

           SECTION 1.5 Code Section 409A .

               (a) As a result of the changes to the payment provisions of this Plan in accordance with the Code Section 409A transitional rules, none of the Sub-Accounts are “grandfathered” under Code Section 409A. Notwithstanding the foregoing, for administrative and recordkeeping purposes, (1) the following Sub-Accounts have been classified as the “Pre-2005 Sub-Accounts”: (i) the Excess Matching Sub-Account, (ii) amounts credited to the Excess 401(k) Sub-Account for periods prior to January 1, 2005 (the “Pre-2005 Excess 401(k) Sub-Account”) and (iii) amounts credited to the Excess Profit Sharing Sub-Account for Pre-2005 Plan Years (including the amount that was credited in 2005 for the 2004 Plan Year) (the “Pre-2005 Excess Profit Sharing Sub-Account”) and (2) the following Sub-Accounts have been classified as the “Post-2004 Sub-Accounts”: (i) amounts credited to the Excess 401(k) Sub-Account for periods on or after January 1, 2005 and on or before December 31, 2007 (the “Post-2004 Excess 401(k) Sub-Account”), (ii) all amounts credited to the Excess Employer Added Sub-Account for 2007 and prior Plan Years and (iii) amounts credited to the Excess Profit Sharing Sub-Account for the 2005 through 2007 Plan Years (the “Post-2004 Excess Profit Sharing Sub-Account”).

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

           SECTION 1.6 Benefit Freeze/Partial Plan Termination. All Excess Retirement Benefits under the Plan shall be frozen as of December 31, 2007; provided, however, that interest shall continue to be credited on all Sub-Accounts other than the Excess Cash Balance Sub-Accounts after such date, as specified in the Plan. The portion of the Plan that applies to all Cash Balance Employees shall terminate effective December 31, 2007. The portion of the Plan that applies to Participants who are not Covered Employees shall automatically terminate in 2008 when the last non-Covered Employee receives a payment of his entire remaining Sub-Accounts hereunder.

ARTICLE II
DEFINITIONS

               Except as otherwise provided in this Plan, terms defined in the Qualified Plans as they may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly required by the context of this Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this Plan.

           SECTION 2.1 Account shall mean the record maintained by the Company in accordance with Section 3.6 as the sum of the Participant’s Excess Retirement Benefits hereunder.

           SECTION 2.2 Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VII hereof.

           SECTION 2.3 Cash Balance Employee shall mean a participant in the Cash Balance Plan.

           SECTION 2.4 Cash Balance Plan shall mean Part II of the Combined Defined Benefit Plan for NACCO Industries, Inc. and Its Subsidiaries (commonly known as the “Hamilton Beach/Proctor-Silex, Inc. Profit Sharing Retirement Plan”) (or any successor thereto), as the same may be amended from time to time. Benefits under the Cash Balance Plan (other than interest credits) were permanently frozen effective for Plan Years beginning on or after January 1, 1997.

           SECTION 2.5 Change in Control shall mean the occurrence of an event described in Appendix A hereto.

           SECTION 2.6 Company shall mean Hamilton Beach Brands, Inc. (known as Hamilton Beach/Proctor-Silex, Inc. prior to August 28, 2007).

           SECTION 2.7 Compensation . The term “Compensation” shall have the same meaning as under the Savings Plan, except that Compensation shall be deemed to include (a) the amount of compensation deferred by the Participant under this Plan and (b) amounts in excess of the limitation imposed by Code Section 401(a)(17).

           SECTION 2.8 Compensation Committee shall mean the Compensation Committee of the Board of Directors of the Company or an authorized sub-committee thereof.

           SECTION 2.9 Covered Employee means any Participant who, prior to December 31, 2007, is designated by the Compensation Committee as an actual or potential “covered employee” for purposes of Code Section 162(m) for the 2008 calendar year.

           SECTION 2.10 Employer Added Employee shall mean a participant in the Savings Plan who is eligible for Retirement Contributions.

           SECTION 2.11 Excess Retirement Benefit or Benefit shall mean an Excess Pension Benefit, an Excess Profit Sharing Benefit, an Excess Employer Added Benefit, a Basic or Additional Excess 401(k) Benefit or an Excess Matching Benefit (as described in Article III) which is payable to or with respect to a Participant under this Plan.

           SECTION 2.12 Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV under the Savings Plan or any equivalent fixed income fund thereunder which is designated as the successor to such fund.

           SECTION 2.13 401(k) Employee shall mean a participant in the Savings Plan who is eligible for Before-Tax Contributions.

           SECTION 2.14 Key Employee. Effective April 1, 2008, a Participant shall be classified as a Key Employee if he meets the following requirements:

•

The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group Members, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5)) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be as defined in Treasury Regulation Section 415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.

	•		The Identification Date for Key Employees is each December 31 st and the Effective Date is the following April 1 st . As such, any Employee who is classified as a Key Employee as of December 31 st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 st .
	•		Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

           SECTION 2.15 Participant .

               (a) For purposes of Section 3.1 of the Plan, the term “Participant” shall mean a Cash Balance Employee whose benefit under the Cash Balance Plan was limited by the application of Section 401(a)(17) or 415 of the Code.

               (b) For purposes of Section 3.2 of the Plan, the term “Participant” shall mean a Profit Sharing Employee (i) whose Post-1996 Profit Sharing Contributions for a Plan Year are limited by the application of Section 401(a)(17) or 415 of the Code or are reduced as a result of his deferral of Compensation under this Plan and (ii) who is classified in job grades 17 or above and whose total compensation from the Controlled Group for the year of such Contribution is at least $115,000.

               (c) For purposes of Section 3.3 of the Plan, the term “Participant” shall mean a 401(k) Employee (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Savings Plan, because of the limitations imposed under Section 402(g), 401(a)(17) or 401(k)(3) of the Code and (ii) who is classified in job grades 17 or above and whose total compensation from the Controlled Group for the year in which the deferral election is required is at least $115,000.

               (d) For purposes of Section 3.5 of the Plan, the term “Participant” shall mean an Employer Added Employee (i) whose Retirement Contributions for a Plan Year are limited by the application of Section 401(a)(17) or 415 of the Code or are reduced as a result of his deferral of Compensation under this Plan and (ii) who is classified in job grades 17 or above and whose total compensation from the Controlled Group for the year of such Contribution is at least $115,000.

               (e) The term “Participant” shall also include any other person who has an Account balance hereunder. Notwithstanding any provision of the Plan to the contrary, no new Participants shall be added to the Plan after December 31, 2007.

           SECTION 2.16 Plan shall mean the Hamilton Beach Brands, Inc. Unfunded Benefit Plan as herein set forth or as duly amended.

           SECTION 2.17 Plan Administrator shall mean the Administrative Committee appointed under the Savings Plan.

           SECTION 2.18 Plan Year shall mean the calendar year.

           SECTION 2.19 Profit Sharing Employee shall mean a participant in the Savings Plan who is eligible for Post-1996 Profit Sharing Contributions.

           SECTION 2.20 Qualified Plan shall mean (a) for Cash Balance Employees, the Cash Balance Plan, (b) for Profit Sharing Employees and Employer Added Employees, the profit-sharing portion of the Savings Plan and (c) for 401(k) Employees, the Before-Tax Contributions portion of the Savings Plan. References throughout this Plan to a “Qualified Plan” shall be deemed to refer to the underlying Qualified Plan to which a particular Benefit relates.

               In any Plan Year when ROTCE is other than the exact amount shown under column (A) in the above table, the ROTCE Rate for such Plan Year shall be determined by the Company using linear interpolation.

           SECTION 2.23 ROTCE Table Rate . For 2008 and future Plan Years, the ROTCE Table Rate shall mean the interest rate determined under the annual ROTCE Table that is adopted and approved by the Compensation Committee within the first 90 days of each Plan Year.

           SECTION 2.24 Savings Plan shall mean the Hamilton Beach Brands, Inc. Employees’ Retirement Savings Plan (401(k)), as the same may be amended from time to time, or any successor thereto.

           SECTION 2.25 Termination of Employment means, with respect to any Participant’s relationship with the Company and the Controlled Group Members, a separation from

service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).

           SECTION 2.26 Valuation Date shall mean the last business 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 Pension Benefits . The Excess Pension Benefit payable to a Participant who is a Cash Balance Employee shall be an amount equal to the excess, if any, of (a) the Cash Balance Account balance that would be payable to such Participant under the Cash Balance Plan as of December 31, 2007 if such Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code and, effective as of January 1, 1995, the definition of Compensation under such Plan included any amounts deferred under Section 3.3 of this Plan, over (b) the amount of the Cash Balance Account balance that is actually payable to the Participant under the Cash Balance Plan as of December 31, 2007 (including interest credits for the 2007 Plan Year) (the “Excess Cash Balance Sub-Account”). The Excess Pension Benefits (other than interest credits) under the Plan were frozen as of January 1, 1997 and all Excess Pension Benefits (including interest credits) under the Plan were frozen as of December 31, 2007.

           SECTION 3.2 Excess Profit Sharing Benefits . The Company shall credit to a Sub-Account (the “Excess Profit Sharing Sub-Account”) established for each Participant who is a Profit Sharing Employee, an amount equal to the excess, if any, of (a) the amount of the Company’s Post-1996 Profit Sharing Contribution which would have been made to the profit sharing portion of the Savings Plan on behalf of the Participant if (i) such Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code and (ii) the term “Compensation” (as defined in Section 2.7 hereof) were used for purposes of determining the amount of profit sharing contributions under the Savings Plan, over (b) the amount of the Company’s Post-1996 Profit Sharing Contribution which is actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”). Notwithstanding the foregoing, the last Excess Profit Sharing Benefits that are credited to the Excess Profit Sharing Sub-Accounts shall be for the 2007 Plan Year.

           SECTION 3.3 Basic and Additional Excess 401(k) Benefits .

               (a) Amount of Excess 401(k) Benefits . Each 401(k) Employee who is a Participant, may, prior to the first day of any Plan Year prior to 2008, by completing an approved deferral election form, direct the Company to reduce his Compensation for such Plan Year by the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Savings Plan for such Plan Year by reason of the application of the limitations imposed under Sections 402(g), 401(a)(17) and 401(k)(3) of the Code (which amounts shall be referred to as the “Excess 401(k) Benefits”). Notwithstanding the

foregoing, no additional Excess 401(k) Benefits shall be credited to the Excess 401(k) Sub-Accounts after December 31, 2007.

               (b) Classification of Excess 401(k) Benefits. The Excess 401(k) Benefits for a particular Plan Year shall be calculated monthly and shall be further divided into the “Basic Excess 401(k) Benefits” and the “Additional Excess 401(k) Benefits” as follows:

               (i) The Basic Excess 401(k) Benefits shall be determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year or 7% and the denominator of which is the percentage of Compensation elected to be deferred; and

               (ii) The Additional Excess 401(k) Benefits (if any) shall be determined by multiplying such Excess 401(k) Benefit by a fraction, the numerator of which is the 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.”

               (c) Consequences of Deferral Election . Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable to the Participant during the Plan Year for which the deferral election form is in effect, and the Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be credited to the Participant’s Basic and Additional Excess 401(k) Sub-Accounts (as applicable). Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation that is earned in subsequent Plan Years. A new deferral election will be required for each Plan Year; provided, however, that no new deferral elections shall be permitted under the Plan for Plan Years beginning on or after January 1, 2008.

           SECTION 3.4 Excess Matching Benefits . For periods prior to January 1, 2005, the Excess Matching Sub-Accounts of 401(k) Employees were credited with an amount equal to the Post-1994 Matching Employer Contributions attributable to the Basic Excess 401(k) Benefits that he was prevented from receiving under the Savings Plan because of the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3) and 401(m) (collectively, the “Excess Matching Benefits”).         .

           SECTION 3.5 Employer Added Benefits . The Company shall credit to a Sub-Account (the “Excess Employer Added Sub-Account”) established for each Participant who is an Employer Added Employee, an amount equal to the excess, if any, of (i) the amount of the Company’s Retirement Contributions that would have been made to the profit sharing portion of the Savings Plan on behalf of the Participant if (1) such Plan did not contain the limitations imposed

under Sections 401(a)(17) and 415 of the Code and (2) the term “Compensation” (as defined in Section 2.7 hereof) were used for purposes of determining the amount of Retirement Contributions under the Savings Plan, over (ii) the amount of the Company’s Retirement Contribution which is actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Employer Added Benefits”). Notwithstanding the foregoing, the last Excess Employer Added Benefits that are credited to the Excess Employer Added Sub-Accounts shall be for the 2007 Plan Year.

           SECTION 3.6 Participant’s Account . The Company shall establish and maintain on its books an Account for each Participant which shall contain the following entries:

               (a) Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.2, which shall be credited to the Sub-Account at the time the Profit Sharing Contributions are otherwise credited to Participants’ Accounts under the Savings Plan;

               (b) Credits to a Basic or Additional Excess 401(k) Sub-Account (as applicable) for the Basic and Additional Excess 401(k) Benefits described in Section 3.3, which shall be credited to the Sub-Account when a 401(k) Employee is prevented from making a Before-Tax Contribution under the Savings Plan;

               (c) Credits to an Excess Matching Sub-Account for the Excess Matching Benefits described in Section 3.4, which were credited to the Sub-Account when a 401(k) Employee was prevented from receiving Post-1994 Matching Employer Contributions under the Savings Plan;

               (d) Credits to an Excess Employer Added Sub-Account for the Excess Employer Added Benefits described in Section 3.5, which shall be credited to the Sub-Account when an Employer Added Employee is prevented from receiving Retirement Contributions under the Savings Plan;

               (e) Credits to all such Sub-Accounts for the earnings described in Article IV, which shall continue until the Sub-Accounts have been distributed to the Participant or his Beneficiary; and

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

               (g) For administrative and recordkeeping purposes, the Company shall make the above-described credits and debits to the Participant’s Pre-2005 Sub-Accounts or Post-2004 Sub-Accounts, as applicable.

               The Company has also established a “notional account” in the name of each Cash Balance Employee to reflect the Excess Pension Benefits payable to such Employees.

ARTICLE IV
EARNINGS

           SECTION 4.1 Earnings For Periods Before January 1, 2008 .

               (a) Basic 401(k) and Matching Sub-Accounts and Profit Sharing Sub-Accounts. Except as otherwise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month during a Plan Year, the Excess Profit Sharing Sub-Account, Basic Excess 401(k) Sub-Account and the Excess Matching Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. Notwithstanding the foregoing, in the event that the ROTCE Rate determined for such Plan Year exceeds the rate credited to the Sub-Accounts under the preceding sentence, such Sub-Accounts shall retroactively be credited with the difference between (1) the amount determined under the preceding sentence, and (2) the amount determined by multiplying the Participant’s average Sub-Account balance during each month of such Plan Year by the ROTCE Rate determined for such Plan Year, compounded monthly. The ROTCE Rate calculation described in the preceding sentence shall be made during the month in which the Participant terminates employment and shall be based on the year-to-date ROTCE Rate for the month ending prior to the date the Participant terminated employment, as calculated by the Company. For any subsequent month, such ROTCE Rate calculation shall not apply. The Fixed Income Fund calculation described above for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

               (b) Additional Excess 401(k) and Employer Added Sub-Accounts . Except as otherwise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month during a Plan Year, the Additional Excess 401(k) Sub-Account and the Employer Added Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earning during such month by the Fixed Income Fund. The earnings calculation for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

           SECTION 4.2 Earnings for Periods on or After January 1, 2008.

               (a) Excess Cash Balance Sub-Account . No interest shall be credited on Participant’s Excess Cash Balance Sub-Accounts for periods on or after January 1, 2008.

               (b) Other Sub-Accounts of non-Covered Employees . Except as otherwise described in the Plan, at the end of each calendar month during 2008, the Sub-Accounts of each Participant who is a non-Covered Employee (other than the Excess Cash Balance Sub-Account) shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earning during such month by the Fixed Income Fund. Notwithstanding the foregoing, no earnings shall be credited for the month in which the Participant receives the distribution of his Sub-Accounts.

               (c) Other Sub-Accounts of Covered Employees . Except as otherwise described in the Plan, at the end of each calendar month during a Plan Year, the Sub-Accounts of each Participant who is a Covered Employee (other than the Excess Cash Balance Sub-Account) shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earning during such month by the Fixed Income Fund. Notwithstanding the foregoing:

               (i) No earnings shall be credited for the month in which the Participant receives the distribution of the principle amount of his Sub-Accounts.

               (ii) In the event that the ROTCE Table Rate determined for such Plan Year exceeds the Fixed Income Fund rate credited to the Sub-Accounts, the Excess Profit Sharing Sub-Account, Basic Excess 401(k) Sub-Account and Excess Matching Sub-Account of the Participants who are Covered Employees shall retroactively be credited with the difference between (1) the Fixed Income Fund rate and (2) the amount determined by multiplying the average balance of such Sub-Accounts during each month of such Plan Year by the ROTCE Table Rate determined for such Plan Year, compounded monthly. The ROTCE Table Rate calculation described in the preceding sentence shall be made during the month in which the Participant incurs a Termination of Employment and shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date of Termination, as calculated by the Company.

           SECTION 4.3 Changes in/Limitations on Earnings Assumptions .

               (a) The Company may change the earnings rate credited to Accounts hereunder at any time upon at least 30 days advance notice to Participants. Changes made prior to January 1, 2008 must be ratified or confirmed by the NACCO Industries, Inc. Benefits Committee (the “Benefits Committee”). Changes made on or after January 1, 2008 must be ratified or confirmed by the Compensation Committee.

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

ARTICLE V
VESTING

           SECTION 5.1 Vesting . A Participant shall always be 100% vested in all amounts credited to his Account hereunder and in his Excess Pension Benefits.

ARTICLE VI
DISTRIBUTION OF BENEFITS

           SECTION 6.1 Excess Pension Benefits . The Cash Balance Employees (or their Beneficiary(ies), if applicable) shall automatically receive a payment of the December 31, 2007 balance of their Excess Cash Balance Sub-Account in the form of a single lump sum payment during the period from January 1, 2008 through January 31, 2008.

           SECTION 6.2 Payment of Non-Excess Cash Balance Sub-Accounts — Prior Elections Void. All Participant elections regarding the time and form of payment of all Sub-Accounts under prior Plan documents, including elections made by terminated Participants, shall be void and of no further force and effect as of the close of business on December 31, 2007.

           SECTION 6.3 Time and Form of Payment of Non-Excess Cash Balance Sub-Accounts to Non-Covered Employees . Except as specified in Section 6.1, all remaining amounts allocated to the Account of a Participant who is not a Covered Employee shall automatically be paid to the Participant (or his Beneficiary, if applicable) in the form of a single lump sum payment during the period from January 1, 2008 through April 30, 2008.

           SECTION 6.4 Time and Form of Payment of Non-Cash Balance Sub-Accounts to Covered Employees .

               (a) Except as specified in Subsection (b) or Sections 6.1 and 6.5, all remaining amounts allocated to the Account of a Participant who is a Covered Employee shall be paid to the Participant (or his Beneficiary, if applicable) in accordance with the following rules: (i) his Account balance as of December 31, 2007 (after adjustment for the Excess Profit Sharing Benefits and ROTCE Rate earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (ii) the earnings that are credited to his Account for each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1 ^st through March 15 ^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which a Covered Employee receives the payment of his frozen Account balance pursuant to clause (i) of the preceding sentence, such Covered Employee shall also receive payment of the pro-rata earnings for such Plan Year (calculated through the last day of the month prior to the payment date) and the corresponding 15% uplift at the same time that the Covered Employee receives payment of such frozen Account balance.

               (b) Notwithstanding the foregoing, in the event of a Change in Control, all remaining amounts allocated to the Account of a Participant who is a Covered Employee shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Compensation Committee.

           SECTION 6.5 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 any Participant or Beneficiary if the making of such 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, distributions to Key Employees made on account of a Termination of Employment may not be made before the 1 st day of the 7 th month following such Termination of Employment (or, if earlier, the date of death) except for payments made on account of (i) a domestic relations order (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 Benefits 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 10 days following the 1 st day of the 7 th month following such Termination of Employment.
	(d)		Time of Payment/Processing . Except as described in Sections 6.4(b) and 6.5(c), all payments under the Plan shall be made on, or within 90 days of, the specified payment date.
	(e)		Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the treasury regulations issued thereunder, payments 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.
	(f)		Withholding/Taxes . All amounts payable under the Plan shall be reduced by any applicable employment or income taxes.

ARTICLE VII
BENEFICIARIES

           SECTION 7.1 Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant’s death. Separate Beneficiary designations may be made for (a) the Excess 401(k) and Excess Matching Sub-Accounts, (b) the Excess Profit Sharing Sub-Account, (c) the Excess Employer Added Sub-Account and (d) the Excess Pension Benefits. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, (i) the Beneficiary of a Participant for

his Excess Pension Benefits shall be his beneficiary under the Cash Balance Plan and (ii) the Beneficiary of a Participant for his Account shall be his Beneficiary under the Savings Plan. A person designated by a Participant as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant’s Beneficiary unless the Participant’s designation specifically provided to the contrary. If two or more persons designated as a Participant’s Beneficiary are in existence with respect to a single Excess Retirement Benefit the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant’s designation specifically provides for a different allocation.

           SECTION 7.2 Change in Beneficiary . (a) Anything herein or in the Qualified Plans to the contrary notwithstanding, a Participant may, at any time and from time to time, change a Beneficiary designation hereunder without the consent of any existing Beneficiary or any other person. A change in Beneficiary hereunder may be made regardless of whether such a change is also made under the applicable underlying Qualified Plan. In other words, the Beneficiary hereunder need not be the same as under the applicable underlying Qualified Plan.

               (b) Any change in Beneficiary shall be made by giving written notice thereof to the Plan Administrator and any change shall be effective only if received by the Plan Administrator prior to the death of the Participant.

           SECTION 7.3 Distributions to Beneficiaries . The Excess Pension Benefit and all other Excess Retirement Benefits payable to a Beneficiary under this Plan shall be paid in a lump sum payment in accordance with the rules described in Article VI.

ARTICLE VIII
MISCELLANEOUS

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

           SECTION 8.2 Limitation on Rights of Participants and Beneficiaries — No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Company.

           SECTION 8.3 No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of the Company solely at the will of the Company subject to discharge at any time, with or without cause.

           SECTION 8.4 Payment to Guardian . If a Benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Plan Administrator may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such Benefit.

           SECTION 8.5 Assignment . No right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, the Plan Administrator shall honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all or a Participant’s or Beneficiary’s 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 a Participant under the Qualified Plans or any other Company-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

           SECTION 8.8 Liability for Payment/Expenses . The Company shall be liable for the payment of the Excess Benefits which are payable hereunder to the Participants. Expenses of administering the Plan shall be paid by the Company.

ARTICLE IX
ADMINISTRATION OF PLAN

           SECTION 9.1 Administration . (a) In general . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular Employee is a Participant, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the provisions of Sections 9.3 and 9.4 hereof.

               (b) Delegation of Duties . The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator or administrators.

           SECTION 9.2 Regulations . The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, subject only to the provisions of Sections 9.3 and 9.4 hereof, be final and binding on all persons.

           SECTION 9.3 Claims Procedures . The Plan Administrator shall determine the rights of any person to any Excess Retirement Benefits hereunder. Any person who believes that he has not received the Excess Retirement Benefits to which he is entitled under the Plan 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.

               A written denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include:

	(a)		the specific reasons for the denial;
	(b)		specific reference to pertinent Plan provisions on which the denial is based;
	(c)		a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
	(d)		an explanation of the claim review procedure 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).

               A claimant whose claim is denied (or his duly authorized representative) may within 60 days after receipt of denial of a claim file with the Plan Administrator a written request for a review of such claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, the Compensation Committee 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 shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 9.1(a) above.

               The Compensation Committee shall mail or deliver to the claimant a written decision on the matter based on the facts and the pertinent provisions of the Plan within 60 days after the receipt of the request for review (unless special circumstances require an extension of up to 60 additional days, in which case written notice of such extension shall be given to the claimant prior to the commencement of such extension). Such decision shall be written in a manner calculated to be understood by the claimant, shall state the specific reasons for the decision and the specific Plan provisions on which the decision was based and shall, to the extent permitted by law, be final and binding on all interested persons. 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 of Action/Recovery . Any action taken by the Plan Administrator, the Company or the Compensation Committee 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, and acceptance of any Excess Retirement Benefits under the Plan constitutes acceptance of and agreement to the Plan Administrator’s, the Company’s or the Compensation Committee’s making any appropriate adjustments in future payments to such person (or to recover from such person) any excess payment or underpayment previously made to him.

           SECTION 9.5 Amendment . The Company (with the approval or ratification of the Compensation Committee) may at any time amend any or all of the provisions of this Plan, except that, without the prior written consent of the affected Participant, no such amendment (a) may reduce the amount of any Participant’s Excess Retirement Benefit as of the date of such amendment, (b) may suspend the crediting of earnings on the balance of a Participant’s Account, until the last day of the month prior to the date the entire balance of such Account has been distributed or (c) may alter the time of payment provisions of Article VI of the Plan, except for any amendments that (i) are required to bring such provisions into compliance with the requirements of Code Section 409A or (ii) accelerate the time of payment in a manner permitted by Code Section 409A. Notwithstanding the foregoing, the Company (with the approval or ratification of the Compensation Committee) specifically reserves the right to change or suspend the amount of the uplift described in Section 6.4(a) hereof at any time. Any amendment shall be in the form of a written instrument executed by an officer of the Company on the order of the Compensation Committee. 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 . The Company has taken action to terminate (i) the Excess Pension Benefit portion of the Plan effective December 31, 2007 and (ii) the non-Excess Pension Benefit portion of the Plan applicable to non-Covered Employees during 2008 after the final payment has been made. In addition, the Company, in its sole discretion, may terminate the remainder of this Plan at any time and for any reason whatsoever, except that, without the prior written consent of the affected Covered Employee, no such termination may violate any of the protections described in Section 9.5 hereof. 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. Subject to the foregoing provisions of this Section, such termination shall become

effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice of any termination shall be given to the Participants at a time determined by the Plan Administrator. In the event of such termination, the Company may require the immediate payment of all Excess Retirement Benefits in the form of a lump sum.

               Executed, this 14 ^th day of December, 2007.

(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

	ii.		a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or
	iii.		the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of NACCO or the acquisition of assets of another corporation, or other transaction involving NACCO (“NACCO Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded NACCO Business Combination”):

	(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.

III .

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

1.

“ Incumbent Directors ” means the individuals who, as of December 31, 2007, 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 Stockholders’ Agreement, dated as of March 15, 1990, as amended from time to time, by and among National City Bank, (Cleveland, Ohio), as depository, the Participating Stockholders (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.
	3.		“ Related Company ” means Hamilton Beach Brands, Inc. and its successors (“HB”), any direct or indirect subsidiary of HB and any entity that directly or indirectly controls HB.

Exhibit 10.4

THE NACCO MATERIALS HANDLING GROUP, INC.
UNFUNDED BENEFIT PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF
DECEMBER 1, 2007)

NACCO MATERIALS HANDLING GROUP, INC.
UNFUNDED BENEFIT PLAN

     NACCO Materials Handling Group, Inc. (the “Company”) does hereby amend and completely restate the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan on the terms and conditions described hereinafter, effective as of December 1, 2007:

ARTICLE I — PREFACE

      Section 1.1. Effective Date . The original effective date of this Plan was February 10, 1993 and the Plan was previously amended and restated as of September 1, 2000 and January 1, 2005. The effective date of this amendment and restatement is December 1, 2007.

      Section 1.2. Purpose of the Plan . For periods prior to January 1, 2008, the purpose of this Plan was (a) to allow certain employees to defer the receipt of certain long-term incentive compensation award payments, (b) to provide for certain Employees the benefits they would have received under the Profit Sharing Plan but for (i) the dollar limitation on Compensation taken into account under the Profit Sharing Plan as a result of Section 401(a)(17) of the Code, (ii) the limitations imposed under Section 415 of the Code, and (iii) the limitations under Sections 402(g), 401(k)(3) and 401(m) of the Code, and (c) to provide for the continued deferral of certain frozen benefits.

      Section 1.3. Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of North Carolina, except where preempted by federal law.

      Section 1.4. Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

      Section 1.5. Application of Code Section 409A

          (a) As a result of the changes to the payment provisions of this Plan in accordance with the Code Section 409A transitional rules, none of the Sub-Accounts are “grandfathered” under Code Section 409A. Notwithstanding the foregoing, for administrative and recordkeeping purposes, the following Sub-Accounts have been classified as the “Pre-2005 Sub-Accounts”: (i) The LTIP Deferral Sub-Account; (ii) the Yale Short-Term Deferral Sub-Account(iii) the Excess Deferral Sub-Account, (iv) amounts credited to the Excess 401(k) Sub-Account for periods prior to January 1, 2005 (the “Pre-2005 Excess 401(k) Sub-Account”); (v) amounts credited to the Excess Matching Sub-Account for periods prior to January 1, 2005 (the “Pre-2005 Excess Matching Sub-Account”) and (vi) amounts credited to the Excess Profit Sharing Sub-Account for pre-2005 Plan Years (including the amount that was credited in 2005 for the 2004 Plan Year) (the “Pre-2005 Excess Profit Sharing Sub-Account”).

          (b) The following Sub-Accounts have been classified as the “Post-2004 Sub-Accounts”: (i) amounts credited to the Excess 401(k) Sub-Account for periods on or after January 1, 2005 and on or before December 31, 2007 (the “Post-2004 Excess 401(k) Sub-

Account”); (ii) amounts credited to the Excess Matching Sub-Account for periods on or after January 1, 2005 and on or before December 31, 2007 (the “Post-2004 Excess Matching Sub-Account”) and (iii) amounts credited to the Excess Profit Sharing Sub-Account for the 2005 through 2007 Plan Years (the “Post-2004 Excess Profit Sharing Sub-Account”).

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

      Section 1.6. Benefit Freeze/Partial Plan Termination . All Excess Retirement Benefits under the Plan shall be frozen as of December 31, 2007; provided, however, that earnings shall continue to be credited on all Sub-Accounts after such date, as specified in the Plan. The portion of the Plan that applies to active Participants who are not Covered Employees shall automatically terminate in 2008 when the last active non-Covered Employee receives a payment of his entire Account hereunder and the portion of the Plan that applies to terminated Participants shall automatically terminate in 2009 when the last terminated Participant receives a payment of the remaining balance of his Account hereunder.

ARTICLE II — DEFINITIONS

     Except as otherwise provided in this Plan, terms defined in the Profit Sharing 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 Employer 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 Section 1.5 hereof.

      Section 2.2. Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VIII hereof.

      Section 2.3. Bonus shall mean any bonus under the NACCO Materials Handling Group, Inc. Annual Incentive Compensation Plan that would be taken into account as Compensation under the Profit Sharing Plan, which is earned with respect to services performed by a Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year). An election to defer a Bonus under this Plan must be made before the period in which the services are performed which gives rise to such Bonus.

      Section 2.4. Change in Control shall mean the occurrence of an event described in Appendix A hereto; provided that such occurrence occurs on or after January 1, 2008 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) or any successor or replacement thereto).

      Section 2.5. Company shall mean NACCO Materials Handling Group, Inc. or any entity that succeeds NACCO Materials Handling Group, Inc. by merger, reorganization or otherwise.

      Section 2.6. Compensation shall have the same meaning as under the Profit Sharing Plan, except that (a) Compensation shall be deemed to include (i) the amount of compensation deferred by the Participant under this Plan, excluding, however, LTIP Deferral Benefits and (ii) amounts in excess of the limitation imposed by Code Section 401(a)(17) and (b) Compensation shall be deemed to exclude cash compensation which is paid for special perquisites, such as country club dues and company plane allowances. Notwithstanding the foregoing, (1) cash allowances in lieu of general perquisites that are paid to substantially all Participants shall be included in the definition of Compensation hereunder and (2) the timing and crediting of Bonuses hereunder shall be as specified in Section 3.3.

      Section 2.7. Covered Employee shall mean any Participant who, prior to December 31, 2007, is designated by the Company’s Compensation Committee as an actual or potential “covered employee” for purposes of Code Section 162(m) for the 2008 calendar year.

      Section 2.8. Employer shall mean the Company and NMHG Oregon, LLC.

      Section 2.9. Excess Retirement Benefit or Benefit shall mean an LTIP Deferral Benefit, the Yale Short-Term Deferral Benefit, Excess Profit Sharing Benefit, Excess 401(k) Benefit, Excess Matching Benefit or Excess Deferral Benefit (all as described in Article III) which is payable to or with respect to a Participant under this Plan.

      Section 2.10. Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV investment fund under the Profit Sharing Plan or any equivalent fixed income fund thereunder which is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor thereto.

      Section 2.11. 401(k) Employee shall mean an Employee of an Employer who is a Participant in the Profit Sharing Plan who is eligible to receive Before-Tax Contributions and Matching Employer Contributions thereunder.

      Section 2.12. Key Employee . Effective April 1, 2008, a Participant shall be classified as a Key Employee if he meets the following requirements:

(a)

The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group Members. met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5)) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be as defined in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B)

shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.

	(b)		The Identification Date for Key Employees is each December 31 st and the Effective Date is the following April 1 st . As such, any Employee who is classified as a Key Employee as of December 31 st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 st .
	(c)		Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

      Section 2.13. Participant .

          (a) For purposes of Section 3.1 of the Plan, the term “Participant” means an Employee of an Employer who is a Participant in the profit sharing portion of the Profit Sharing Plan (i) whose profit sharing benefit for a Plan Year is limited by the application of Section 401(a)(17) or 415 of the Code or is reduced as a result of his deferral of Compensation under this Plan and (ii) whose base salary or annual base rate of pay for such Plan Year was at least $115,000.

          (b) For purposes of Sections 3.3 and 3.4 of the Plan, the term “Participant” means a 401(k) Employee (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Profit Sharing Plan, or is unable to receive the maximum amount of Matching Contributions under the Profit Sharing Plan due to the limitations of Section 402(g), 401(a)(17), 401(k)(3) and 401(m) of the Code and (ii) whose base salary or annual base rate of pay for the Plan Year in which a deferral election is effective is at least $115,000.

          (c) The term “Participant” shall also include any other person who has an Account balance hereunder.

      Section 2.14. Plan shall mean the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan, as herein set forth or as duly amended.

      Section 2.15. Plan Administrator shall mean the Administrative Committee of the Profit Sharing Plan.

      Section 2.16. Plan Year shall mean the calendar year.

      Section 2.17. Profit Sharing Employee shall mean an Employee of an Employer who is a participant in the Profit Sharing Plan and who is eligible for Profit Sharing Contributions.

      Section 2.18. Profit Sharing Plan shall mean the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan or any successor thereto.

      Section 2.19. ROTCE. For 2007 and prior Plan Years, ROTCE shall mean the Company’s consolidated return on total capital employed, as determined by the Compensation Committee for purposes of granting awards under the Company’s long-term incentive compensation plan for a particular Plan Year.

      Section 2.20. ROTCE Table Rate . For 2008 and future Plan Years, ROTCE Table Rate shall mean the interest rate determined under the annual ROTCE Table that is adopted and approved by the Company’s Compensation Committee within the first 90 days of each Plan Year.

      Section 2.21. Termination of Employment means, with respect to any 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 2.22. Valuation Date shall mean the last day of each calendar quarter and any other date chosen by the Plan Administrator.

ARTICLE III — EXCESS RETIREMENT BENEFITS — CALCULATION OF AMOUNT

      Section 3.1. Excess Profit Sharing Benefits. Each Employer shall credit to a Sub-Account (the “Excess Profit Sharing Sub-Account”) established for each Participant who is both an Employee of such Employer and a Profit Sharing Employee, an amount equal to the excess, if any, of (i) the amount of the Employer’s Profit Sharing Contribution which would have been made to the profit sharing portion of the Profit Sharing Plan on behalf of the Participant if (1) such Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code and (2) the term “Compensation” (as defined in Section 2.6 hereof) were used for purposes of determining the amount of profit sharing contributions under the Profit Sharing Plan, over (ii) the amount of the Employer’s Profit Sharing Contribution which is actually made to such Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”). The last Excess Profit Sharing Benefits that are credited to the Excess Profit Sharing Sub-Account shall be for the 2007 Plan Year.

      Section 3.2. Frozen Benefits. The Accounts of certain Participants contain amounts allocated to (a) an Excess Deferral Sub-Account (the “Excess Deferral Benefits”) (which were frozen prior to 2005), (b) a Yale Short-Term Deferral Sub-Account (the “Yale Short-Term Deferral Benefits”) (which were frozen prior to 1994) and the LTIP Deferral Sub-Account (the “LTIP Deferral Benefits”), which only apply to LTIP awards that were granted on or before January 1, 2004 and that were frozen effective November 19, 2007. No additional amounts (other than earnings) shall be credited to these Sub-Accounts.

      Section 3.3. Basic and Additional Excess 401(k) Benefits .

          (a) Amount of Excess 401(k) Benefits . Each 401(k) Employee who is a Participant may, prior to each December 31 ^st , by completing an approved deferral election form, direct his Employer to reduce his Compensation for the next Plan Year by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of

25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Profit Sharing Plan for such Plan Year by reason of the application of the limitations under Sections 402(g), 401(a)(17) and 401(k)(3) of the Code. All amounts deferred under this Section shall be referred to herein collectively as the “Excess 401(k) Benefits.” Notwithstanding the foregoing, (1) a 401(k) Employee’s direction to reduce a Bonus earned during a particular Plan Year shall be made no later than December 31 ^st of the Plan Year preceding the Plan Year in which the Bonus commences to be earned and (2) the last Excess 401(k) Benefits that are credited to the Excess 401(k) Sub-Account shall be for the 2007 Plan Year; provided, however, that the bonus that was earned in 2007 and will be paid in 2008 shall not be credited to the Excess 401(k) Sub-Account hereunder, but shall be credited to an account under the Company’s Excess Retirement Plan that is effective January 1, 2008.

          (b) Consequences of Deferral Election . Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable to the Participant for the Plan Year for which the deferral election form is effective and the Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be credited to the Participant’s Excess 401(k) Sub-Account hereunder. Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation earned in subsequent Plan Years. A new deferral election will be required for each Plan Year under the Plan; provided that no new deferral elections shall be permitted under this Plan for Plan Years beginning on or after January 1, 2008.

          (c) Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year shall be calculated monthly and shall be further divided into the “Basic Excess 401(k) Benefits” and the “Additional Excess 401(k) Benefits” as follows:

          (i) The Basic Excess 401(k) Benefits shall be determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the 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.

      Section 3.4. Excess Matching Benefits . A 401(k) Employee who is a Participant shall have credited to his Basic Excess Matching Sub-Account an amount equal to the Matching Employer Contributions attributable to the Basic Excess 401(k) Benefits that he is prevented from receiving under the Profit Sharing Plan because of the limitations of Code Sections 402(g), 401(a)(17), 401(k)(3) and 401(m) of the Code (the “Excess Matching Benefits”). The last

Excess Matching Benefits that are credited to the Basic Excess Matching Sub-Account shall be those that are credited to the Sub-Account as of December 31, 2007.

ARTICLE IV — ACCOUNTS

      Section 4.1. Participants’ Accounts . Each Employer shall establish and maintain on its books an Account for each 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 are otherwise credited to Participants’ accounts under the Profit Sharing Plan.

          (b) Credits to the Excess Deferral Sub-Account, the LTIP Deferral Sub-Account and the Yale Short-Term Deferral Sub-Account at the time specified in prior Plan documents for such Benefits.

          (c) Credits to a Basic or Additional Excess 401(k) Sub-Account for the Basic and Additional Excess 401(k) Benefits described in Section 3.3, which shall be credited to the Sub-Account when a 401(k) Employee is prevented from making a Before-Tax Contribution under the Profit Sharing Plan.

          (d) Credits to a Basic Excess Matching Sub-Account for the Excess Matching Benefits described in Section 3.4, which amounts shall be credited to the Sub-Account when a 401(k) Employee is prevented from receiving Matching Employer Contributions under the Profit Sharing Plan.

          (e) Credits to all Sub-Accounts for the earnings described in Article V and for the uplift described in Article VI (as applied to Covered Employees).

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

          (g) The Employers shall make the above-described credits and debits to the Participant’s Pre-2005 Sub-Accounts or Post-2004 Sub-Accounts, as applicable.

ARTICLE V — EARNINGS

      Section 5.1. Earnings for Periods Before January 1, 2008

          (a) Basic Sub-Accounts and Profit Sharing Sub-Accounts. Except as otherwise described in the Plan, for periods before January 1, 2008, at the end of each calendar month during a Plan Year, the Excess Profit Sharing Sub-Account, Basic Excess Deferral Sub-Account, Basic Excess 401(k) Sub-Account and Basic Excess Matching Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during the prior month by the Fixed Income Fund. Notwithstanding the foregoing, in the event that the ROTCE determined for such Plan Year exceeds the rate credited to the Sub-Accounts under the preceding sentence, such Sub-Accounts shall retroactively be credited with the excess (if any) between (i)

the amount determined under the preceding sentence over (ii) the amount determined by multiplying the Participant’s average Sub-Account balance during each month of such Plan Year by the ROTCE determined for such Plan Year, compounded monthly. This ROTCE calculation shall be made during the month in which the Participant terminates employment and shall be based on the year-to-date ROTCE for the month ending prior to the date the Participant terminated employment, as calculated by the Company. For any subsequent month following termination, such ROTCE calculation shall not apply. The Fixed Income Fund calculation described above for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

(b) Additional Sub-Accounts . Except as otherwise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month during a Plan Year, the Additional Excess Deferral Sub-Account Additional Excess 401(k) Sub-Account and Yale Short-Term Deferral Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during the prior month by the Fixed Income Fund. The earnings calculation for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

(c) LTIP Deferral Sub-Accounts . Except as otherwise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month during a Plan Year, the LTIP Deferral Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the “10-Year U.S. Treasury Yield” plus 2.0%. For purposes hereof, the 10-Year U.S. Treasury Yield shall be the 10 year yield on U.S. Treasury issues as listed in the Bond Market Data Bank for the last day of the preceding calendar quarter as printed in the Wall Street Journal (or as published on the Website for the Wall Street Journal). In the event that a yield is not listed for a maturity exactly 10 years from the calendar quarter end, the next preceding chronological treasury bond issue yield shall be used.

      Section 5.2. Earnings for Periods on or After January 1, 2008 .

          (a) Earnings Applicable to non-Covered Employees . Except as otherwise described in the Plan, for periods on or after January 1, 2008, at the end of each calendar month during a Plan Year through the end of the month prior to the payment date, all Sub-Accounts of all Participants who are not Covered Employees 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.

          (b) Earnings Applicable to Covered Employees . Except as otherwise described in the Plan, for periods on and after January 1, 2008, at the end of each calendar month during a Plan Year through the end of the month prior to the payment date, all Sub-Accounts of the Covered Employees 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, in the event that the ROTCE

Table Rate determined for such Plan Year exceeds the rate credited under the preceding sentence to the Excess Profit Sharing Sub-Account, Basic Excess Deferral Sub-Account, Basic Excess 401(k) Sub-Account and Basic Excess Matching Sub-Account, such Sub-Accounts shall retroactively be credited with the excess (if any) of (i) the amount determined under the preceding sentence over (ii) the amount determined by multiplying the Participant’s Sub-Account balance during each month of such Plan Year by the ROTCE Table Rate determined for such Plan Year, compounded monthly. This ROTCE Table Rate calculation shall be made during the month in which the Participant incurs a Termination of Employment and shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date the Participant incurred a Termination of Employment, as calculated by the Company. For any subsequent month following such Termination, such ROTCE calculation shall not apply.

      Section 5.3. Changes in/Limitations on Earnings Assumption .

          (a) For periods prior to January 1, 2008, the Company (with the approval or ratification of the NACCO Industries, Inc. Benefits Committee (the “Benefits Committee”)) may change (but, for periods prior to the last day of the month prior to the payment date, may not suspend) the earnings rate credited on Accounts under the Plan at any time. For periods on and after January 1, 2008, the Company’s Compensation Committee may change (but, for periods prior to the last day of the month prior to the payment date, may not suspend) the earnings rate credited on Accounts 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 be credited at a rate which exceeds 14%.

ARTICLE VI — VESTING

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

ARTICLE VII — TIME AND FORM OF PAYMENT TO PARTICIPANTS

      Section 7.1. Time and Form of Payment.

          (a) Prior Elections . Except as described in Subsection (c) of this Section, all elections regarding the time and form of payment of all Excess Retirement Benefits under prior Plan documents, including elections made by terminated Participants, shall continue in effect through the close of business on December 31, 2007 and shall be cancelled immediately after the close of business on that date.

          (b) Payment Rules for Active Employees .

(i) Subject to Subsection (d), the amounts allocated to the Account of a Participant who is employed on December 31, 2007 and who is not a Covered Employee shall automatically be paid to the Participant (or his Beneficiary, if applicable) in the form of a single lump sum payment during the period from January 1, 2008 through April 30, 2008.

(ii) Subject to Subsection (d) and Section 7.2(c), a Participant who is employed on December 31, 2007 and who is a Covered Employee shall receive payment of the amounts allocated to his Account under the following rules: (X) his Account balance as of December 31, 2007 (after adjustment for the Excess Profit Sharing Benefit and ROTCE earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (Y) the amount of earnings that is credited to his Account each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1 ^st through March 15 ^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which a Covered Employee receives a payment of his frozen Account balance, such Covered Employee shall also receive payment of the pro-rata earnings (and corresponding uplift) for such Plan Year at the same time he receives payment of such Account balance.

          (c) Payment Rules for Terminated Employees. The amounts allocated to the Account of a Participant who is not employed on December 31, 2007 shall automatically be paid in a single lump sum payment during the period from January 1, 2009 through April 30, 2009. Notwithstanding the foregoing, if such a Participant was in pay status on December 31, 2007, such Participant shall receive his normally scheduled installment payment at the appropriate time during 2008 (determined in accordance with the terms of the Plan as in effect prior to this restatement and his payment election, as applicable), with each such installment payment being classified as a single payment for purposes of Code Section 409A.

          (d) Payment Rules in the Event of a Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control, all amounts allocated to the Accounts of all Participants shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Compensation Committee.

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

      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 (but except as otherwise provided in Article XI), an Employer shall not be

required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize the ability of the Employer to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.

	(c)		Key Employees . Notwithstanding any provision of the Plan to the contrary, distributions to Key Employees 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 9.5), (ii) a conflict of interest or (iii) 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)		Time of Payment/Processing . Except as described in Sections 7.1(d) and 7.2(c), all payments under the Plan shall be made on, or within 90 days of, the specified payment date.
	(e)		Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments of Post-2004 Sub-Accounts 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.

ARTICLE VIII — BENEFICIARIES

      Section 8.1. Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant’s death. Separate Beneficiary designations may be made for each Sub-Account under the Plan (provided that a single Beneficiary must be designated for both the Excess 401(k) Sub-Account and the corresponding Excess Matching Sub-Account). In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, (a) the Beneficiary of a Participant for his Excess 401(k) Benefits, his Excess Matching Benefits and his Excess Profit Sharing Benefits shall be his beneficiary under the Profit Sharing Plan, and (b) the Beneficiary of a Participant for his Excess Deferral Benefits his LTIP Deferral Benefits and his Yale Short-Term Benefits shall be his surviving legal spouse or, if none, his estate. A person designated by a Participant as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant’s Beneficiary unless the Participant’s designation specifically provided to the contrary. If two or more persons designated as a

Participant’s Beneficiary are in existence with respect to a single Sub-Account, the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant’s designation specifically provides for a different allocation.

      Section 8.2. Change in Beneficiary. Anything herein or in the Profit Sharing Plan to the contrary notwithstanding, a Participant may, at any time and from time to time, change a Beneficiary designation hereunder without the consent of any existing Beneficiary or any other person. A change in Beneficiary hereunder may be made regardless of whether such a change is also made under the Profit Sharing Plan. In other words, the Beneficiary hereunder need not be the same as under the Profit Sharing Plan. Any change in Beneficiary shall be made by giving written notice thereof to the Employer or Plan Administrator and any change shall be effective only if received prior to the death of the Participant.

      Section 8.3. Distributions to Beneficiaries .

          (a) Amount of Benefits . Excess Retirement Benefits payable to a Participant’s Beneficiary under this Plan shall be equal to the balance in the applicable Sub-Account of such Participant on the Valuation Date preceding the date of the distribution of the Sub-Account to the Beneficiary.

          (b) Time of Payment . Excess Retirement Benefits that are credited to the Account of a Participant as of his date of death shall be payable to the Participant’s Beneficiary in accordance with the rules described in Article VII.

          (c) Form of Payment . All Benefits payable to a Beneficiary hereunder shall be paid in the form of a lump sum payment.

ARTICLE IX — MISCELLANEOUS

      Section 9.1. Liability of Employers . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between an Employer and any Participant, Beneficiary or any other person.

      Section 9.2. 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 any Participant or Beneficiary on any assets of an Employer. The Employers shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Employers for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Employers prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of his Employer. The amount standing to the credit of any 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 9.3. No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of an Employer solely at the will of such Employer subject to discharge at any time, with or without cause.

      Section 9.4. 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 Employers from all liability with respect to such Benefit.

      Section 9.5. Assignment .

          (a) Subject to Subsection (b), no right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.

          (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 a Participant’s or Beneficiary’s vested interest under this Plan to an “alternate payee” as defined in Code Section 414(p).

      Section 9.6. 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 9.7. Effect on other Benefits. Benefits payable to or with respect to a Participant under the Profit Sharing Plan or any other Employer sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

ARTICLE X — ADMINISTRATION OF PLAN

      Section 10.1. Administration .

          (a) In General . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular employee is a Participant, and (ii) to determine if a

person is entitled to 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 10.3 and 10.4 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 10.2. 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 10.3 and 10.4 hereof, be final and binding on all persons.

      Section 10.3. 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 (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 (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 10.1(a) above.

          (d) The Compensation Committee (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 10.4. Revocability of Action/Recovery . Any action taken by the Plan Administrator or the Compensation Committee (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 10.5. Amendment . The Company (with the approval or ratification of the Compensation Committee) 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 affected Participant, no such amendment may (a) reduce the amount of any Participant’s vested Benefit as of the date of such amendment, (b) suspend the crediting of earnings on the balance of a Participant’s Account, until the last day of the month prior to the payment date of such Account or (c) 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 Code Section 409A or that accelerate the time of payment in a manner permitted by 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 10.6. Termination .

          (a) The Compensation Committee has taken action to terminate the portion of the Plan that applies to non-Covered Employees at the time stated in Section 1.6 hereof. In addition, subject to Subsection (b), the Company (without the consent of any Employer but with the approval or ratification of the Compensation Committee), in its sole discretion, may terminate the remainder of this Plan at any time and for any reason whatsoever, except that, without the prior written consent of the affected Participant, no such termination may (i) adversely affect any Participant’s vested Benefit as of the date of such termination, (ii) suspend the crediting of earnings on the balance of a Participant’s Account, until the last day of the month prior to the payment date of such Account or (c) alter the time of 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 Code Section 409A or that accelerate the time of payment in a manner permitted by 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. Subject to the foregoing provisions of this Section, such termination shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice of any termination shall be given to the Participants.

          (b) Notwithstanding anything in the Plan to the contrary, in the event of a termination of the Plan (or any portion thereof), the Company, in its sole and absolute discretion, shall have the right to change the time and form of distribution of Participants’ Excess Retirement Benefits but only to the extent such change is permitted by Code Section 409A and Treasury Regulations or other guidance issued thereunder.

ARTICLE XI —
ADOPTION BY OTHER EMPLOYERS, TRANSFERS AND GUARANTEES

      Section 11.1. In general. The provisions of this Article shall apply notwithstanding any other provision of the Plan to the contrary.

      Section 11.2. Adoption of Plan by other Employers/Withdrawal.

          (a) Any Controlled Group Member may adopt the Plan with the written consent of the Company (with the approval or ratification of the Benefits Committee). Any such adopting employer must (i) execute an instrument evidencing such adoption and (ii) file a copy of such Instrument with the Plan Administrator. Such adoption may be subject to such terms and conditions as the Company requires or approves. By this adoption of the Plan, Employers other than the Company shall be deemed to authorize the Company to take any actions within the authority of the Company under the terms of the Plan.

          (b) Notwithstanding the foregoing, in the case of any Employer that adopts the Plan and thereafter (i) ceases to exist, (ii) ceases to be a Controlled Group Member or (iii) withdraws or is eliminated from the Plan, it shall not thereafter be considered an Employer hereunder provided, however, that such terminating Employer shall continue to be an Employer for the purposes hereof as to Participants or Beneficiaries to whom it owes obligations hereunder.

          (c) Any Employer (other than the Company) which adopts this Plan may elect separately to withdraw from the Plan and such withdrawal shall constitute a termination of the Plan as to it; provided, however, that (i) such terminating Employer shall continue to be an Employer for the purposes hereof as to Participants or Beneficiaries to whom it owes obligations hereunder, and (ii) such termination shall be subject to the limitations and other conditions described in Section 10.6, treating the Employer as if it were the Company.

      Section 11.3. Expenses. The expenses of administering the Plan shall be paid by the Employers, as directed by the Company.

      Section 11.4. Liability for Payment/Transfers of Employment.

          (a) Subject to the provisions of Subsections (b) and (c) hereof, each Employer shall be solely liable for the payment of the Excess Retirement Benefits which are payable hereunder to or on behalf of its Employees.

          (b) Notwithstanding the foregoing, if an Excess Retirement Benefit payable to or on behalf of a Participant is based on the Participant’s employment with more than one Employer the following provisions shall apply:

          (i) Upon a transfer of employment, the Participant’s Sub-Accounts shall be transferred from the prior Employer to the new Employer and Excess Retirement Benefits (and earnings) shall continue to be credited to the Sub-Accounts following the transfer (to the extent otherwise required under the terms of the Plan). Subject to Section 11.4(b)(ii)(3), the last Employer of the Participant shall be responsible for processing the payment of the entire amount which is allocated to the Participant’s Sub Accounts hereunder; and

          (ii) Notwithstanding the provisions of clause (i), (1) each Employer shall be solely liable for the payment of the amounts credited to a Participant’s Account which were earned by the Participant while he was employed by that Employer; (2) each Employer (unless it is insolvent) shall reimburse the last Employer for its allocable share of the Participant’s

distribution; (3) if any responsible Employer is insolvent at the time of distribution, the last Employer shall not be required to make a distribution to the Participant with respect to amounts which are allocable to service with that Employer (until the payment date specified in Section 7.5(c)); and (4) each Employer shall (to the extent permitted by applicable law) receive an income tax deduction for the Employer’s allocable share of the Participant’s distribution.

          (c) Notwithstanding the foregoing, in the event that NMHG Oregon, LLC is unable or refuses to satisfy its obligations hereunder with respect to the payment of Excess Retirement Benefits to its Employees, the Company (unless it is insolvent) shall guarantee and be responsible for the payment thereof.

EXECUTED, this 14 ^th day of December, 2007.

Appendix A. Change in Control.

Change in Control . The term “Change in Control” shall mean the occurrence of any of the events listed in I or II, below; provided that such occurrence occurs on or after January 1, 2008 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.  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 (as defined below), 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 a Related Company (as defined below) entitled to vote generally in the election of directors (the “Outstanding Voting Securities”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities by any Person pursuant to an Excluded Business Combination (as defined below); or
	ii.		The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of any Related Company or the acquisition of assets of another corporation, or other transaction involving a Related Company (“Business Combination”) excluding, however, such a Business Combination pursuant to which (such a Business Combination, an “Excluded Business Combination”) the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of any Related Company immediately prior to such 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 Business Combination (including, without limitation, an entity that as a result of such transaction owns any Related Company or all or substantially all of the assets of any Related Company, either directly or through one or more subsidiaries).
	II.  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
	ii.		a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or
	iii.		the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of NACCO or the acquisition of assets of another corporation, or other transaction involving NACCO (“NACCO Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded NACCO Business Combination”):

	(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.

III .

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

	1.		“ Incumbent Directors ” means the individuals who, as of December 31, 2007, 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 Stockholders’ Agreement, dated as of March 15, 1990, as amended from time to time, by and among National City Bank, (Cleveland, Ohio), as depository, the Participating

Stockholders (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.

3.

“ Related Company ” means NMHG Holding Co. and its successors (“NMHG”), any direct or indirect subsidiary of NMHG and any entity that directly or indirectly controls NMHG.

Exhibit 10.5

THE KITCHEN COLLECTION, INC.
DEFERRED COMPENSATION PLAN FOR MANAGEMENT EMPLOYEES
(AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 1, 2007)

THE KITCHEN COLLECTION, INC.
DEFERRED COMPENSATION PLAN FOR MANAGEMENT EMPLOYEES

          The Kitchen Collection, Inc. (the “Company”) does hereby adopt this amendment and restatement of The Kitchen Collection, Inc. Deferred Compensation Plan for Management Employees, effective as of December 1, 2007.

ARTICLE I
PREFACE

     Section 1.1 Effective Date . The effective date of this restatement of the Plan is December 1, 2007.

     Section 1.2 Purpose of the Plan . For periods prior to December 31, 2007, the purpose of this Plan was to (a) allow certain Employees to continue to defer the receipt of certain frozen long-term incentive compensation award payments, and (b) provide for certain Employees the benefits they would have received under the Savings Plan but for the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415.

     Section 1.3 Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

     Section 1.4 Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

     Section 1.5 Application of Code Section 409A .

          (a) As a result of the addition of the cash-out provisions to this Plan in accordance with the Code Section 409A transitional rules, none of the Sub-Accounts are “grandfathered” under Code Section 409A. Notwithstanding the foregoing, for administrative and recordkeeping purposes, the following Sub-Accounts have been classified as the “Pre-2005 Sub-Accounts”: (i) the LTIP Deferral Sub-Account; (ii) amounts credited to the Excess 401(k) Sub-Account for periods prior to January 1, 2005 (the “Pre-2005 Excess 401(k) Sub-Account”); (iii) amounts credited to the Excess Matching Sub-Account for periods prior to January 1, 2005 (the “Pre-2005 Excess Matching Sub-Account”); and (iv) amounts credited to the Excess Profit Sharing Sub-Account for Pre-2005 Plan Years (including the amount that was credited in 2005 for the 2004 Plan Year) (the “Pre-2005 Excess Profit Sharing Sub-Account”).

          (b) The following Sub-Accounts have been classified as the “Post-2004 Sub-Accounts”: (i) amounts credited to the Excess 401(k) Sub-Account for periods on or after January 1, 2005 and on or before December 31, 2007 (the “Post-2004 Excess 401(k) Sub-Account”); (ii) amounts credited to the Excess Matching Sub-Account for periods on or after January 1, 2005 and on or before December 31, 2007 (the “Post-2004 Excess Matching Sub-Account”); and (iii) amounts credited to the Excess Profit Sharing Sub-Account for the 2005 through 2007 Plan Years (the “Post-2004 Excess Profit Sharing Sub-Account”).

          (c) It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of 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 to Participants or Beneficiaries any particular tax result with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

     Section 1.6 Benefit Freeze/Plan Termination . All Excess Retirement Benefits under the Plan (other than interest credits) shall be frozen as of December 31, 2007. The Plan shall automatically terminate in 2009 after the last Participant receives the full payment of his remaining Account balance hereunder.

ARTICLE II
DEFINITIONS

     Except as otherwise provided in this Plan, terms defined in the Savings Plan as they may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly required by the context of this Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this Plan.

     Section 2.1 Account shall mean the record maintained in accordance with Section 3.5 by the Company 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 Section 1.5 hereof.

     Section 2.2 Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VII hereof.

     Section 2.3 Bonus shall mean any bonus under The Kitchen Collection, Inc. Annual Incentive Compensation Plan that would be taken into account as Compensation under the Savings Plan, which is earned with respect to services performed by a Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year). An election to defer a Bonus under this Plan must be made before the period in which the services are performed which gives rise to such Bonus.

     Section 2.4 Change in Control shall mean the occurrence of an event described in Appendix A hereto.

     Section 2.5 Company shall mean The Kitchen Collection, Inc. or any entity that succeeds The Kitchen Collection, Inc. by merger, reorganization or otherwise. Effective January 1, 2008 (or such other date specified in the applicable certificate of merger), the Company shall be known as The Kitchen Collection, LLC.

     Section 2.6 Compensation shall have the same meaning as under the Savings Plan, except that Compensation shall be deemed to include (a) the amount of compensation deferred by the Participant under this Plan and (b) amounts in excess of the limitation imposed by Code

Section 401(a)(17). Notwithstanding the foregoing, the timing and crediting of Bonuses hereunder shall be as specified in Section 3.1.

     Section 2.7 Excess Retirement Benefit or Benefit shall mean an LTIP Deferral Benefit, an Excess 401(k) Benefit, an Excess Matching Benefit or an Excess Profit Sharing Benefit (all as described in Article III) which is payable to or with respect to a Participant under this Plan.

     Section 2.8 Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV investment fund under the Savings Plan or any equivalent fixed income fund thereunder which is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor thereto.

     Section 2.9 Key Employee . Effective April 1, 2008, a Participant shall be classified as a Key Employee if he meets the following requirements:

	•		The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group Members, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5)) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Section 416(i) for this purpose: (i) the definition of “compensation” (A) shall be the definition contained in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.
	•		The Identification Date for Key Employees is each December 31 st and the Effective Date is the following April 1 st . As such, any Employee who is classified as a Key Employee as of December 31 st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 st .
	•		Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

     Section 2.10 Participant.

          (a) For purposes of Sections 3.1 through 3.3 of the Plan, the term Participant shall mean a participant in the Savings Plan (i) who is unable to make all of the Salary Deferral Contributions that he has elected to make to the Savings Plan, or unable to receive the maximum amount of Matching Company Contributions under the Savings Plan, or unable to receive the maximum amount of Profit Sharing Contributions under the Savings Plan because of the limitations imposed under Section 402(g), 401(a)(17), 401(k)(3), 401(m) or 415 of the Code or as a result of his deferral of Compensation under this Plan; (ii) whose total compensation from the Controlled Group for the year in which the deferral election is required is at least $115,000; and (iii) who is designated as a Participant in this Plan by the President of the Company.

          (b) The term “Participant” shall also include any other person who has an Account balance hereunder or who was defined as a participant in a prior version of the Plan.

     Section 2.11 Plan shall mean The Kitchen Collection, Inc. Deferred Compensation Plan for Management Employees, as herein set forth or as duly amended. . Effective January 1, 2008 (or such other date specified in the applicable certificate of merger), the Plan shall be renamed as The Kitchen Collection, LLC Deferred Compensation Plan for Management Employees.

     Section 2.12 Plan Administrator shall mean the Administrative Committee appointed under the Savings Plan.

     Section 2.13 Plan Year shall mean the calendar year.

     Section 2.14 ROTCE. For 2007 and prior Plan Years, the term ROTCE shall mean the Company’s consolidated return on total capital employed, as determined by the Company for purposes of granting awards under the Company’s long-term incentive compensation plan for a particular Plan Year.

     Section 2.15 Savings Plan shall mean The Kitchen Collection, Inc. Retirement Savings Plan (or any successor plan).

     Section 2.16 Termination of Employment shall mean, with respect to any Participant’s relationship with the Company, a separation from service as defined in Code Section 409A (and the regulations or other guidance issued thereunder).

     Section 2.17 Valuation Date shall mean the last business day of each Plan Year and any other date chosen by the Plan Administrator.

ARTICLE III
EXCESS RETIREMENT BENEFITS — CALCULATION OF AMOUNT

     Section 3.1 Basic and Additional Excess 401(k) Benefits .

          (a) Amount of Excess 401(k) Benefits . Each Participant may, prior to each December 31st, by completing an approved deferral election form, direct the Company to reduce his Compensation for the next Plan Year, by the difference between (i) a certain percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Salary Deferral Contributions actually permitted to be contributed for him to the Savings Plan by reason of the application of the limitations under Sections 402(g), 401(a)(17), 401(k)(3) and 415 of the Code (which amounts shall be referred to as the “Excess 401(k) Benefits”). Notwithstanding the foregoing, a Participant’s direction to reduce a Bonus earned during a particular Plan Year shall be made no later than December 31 ^st of the Plan Year preceding the Plan Year in which the Bonus commences to be earned. The last Excess 401(k) Benefits that are credited to the Excess 401(k) Sub-Account shall be for the 2007 Plan Year; provided, however, that the bonus that was earned in 2007 and will be paid in 2008 shall not be credited to the Excess 401(k) Sub-Account hereunder, but shall be credited to an account under the Company’s Excess Retirement Plan that becomes effective January 1, 2008.

          (b) Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year shall be calculated monthly and shall be further divided into the “Basic Excess 401(k) Benefits” and the “Additional Excess 401(k) Benefits” as follows:

	(i)		The Basic Excess 401(k) Benefits shall be determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year or 7% and the denominator of which is the percentage of Compensation elected to be deferred; and
	(ii)		The Additional Excess 401(k) Benefits (if any) shall be determined by multiplying such Excess 401(k) Benefit by a fraction, the numerator of which is the 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.”

          (c) Consequences of Deferral Election . Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable to the Participant for the Plan Year for which the deferral election form is effective, and the Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be credited to the Participant’s Basic and Additional Excess 401(k) Sub-Accounts (as applicable)

hereunder. Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation that is earned in subsequent Plan Years. A new deferral election will be required for each Plan Year; provided, however, that no new deferral elections shall be permitted under this Plan for Plan Years beginning on or after January 1, 2008.

     Section 3.2 Excess Matching Benefits . A Participant shall have credited to his Excess Matching Sub-Account an amount equal to the Matching Company Contributions attributable to his Basic Excess 401(k) Benefits that he is prevented from receiving under the Savings Plan because of the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415 of the Code ( the “Excess Matching Benefits”). The last Excess Matching Benefits that are credited to the Excess Matching Sub-Account shall be those that are credited to the Sub-Account as of December 31, 2007.

     Section 3.3 Excess Profit Sharing Benefits . At the time described in Section 3.5(d), a Participant shall have credited to his Excess Profit Sharing Sub-Account an amount equal to the excess, of any, of (i) the Profit Sharing Contribution which would have been made to the Savings Plan if such Plan did not contain the limitations imposed under Code Sections 401(a)(17) and 415 and the term “Compensation” (as defined in Section 2.6 of this Plan) were used for purposes of determining the amount of Profit Sharing Contributions under the Savings Plan, over (ii) the amount of Profit Sharing Contributions which are actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”). The last Excess Profit Sharing Benefits that are credited to the Excess Profit Sharing Sub-Account shall be for the 2007 Plan Year.

     Section 3.4 Frozen LTIP Deferral Benefits . The Accounts of certain Participants contain amounts that are allocated to the “LTIP Deferral Sub-Account” (the “LTIP Deferral Benefits”), that were frozen as of September 30, 2007.

     Section 3.5 Participant’s Accounts . The Company shall establish and maintain on its books an Account for each Participant which shall contain the following entries:

          (a) Credits to a Basic Excess 401(k) Sub-Account for the Basic Excess 401(k) Benefits described in Section 3.1(b)(i), which shall be credited to the Sub-Account when a Participant is prevented from making a Salary Deferral Contribution under the Savings Plan.

          (b) Credits to an Excess Matching Sub-Account for the Excess Matching Benefits described in Section 3.2, which shall be credited to the Sub-Account when a Participant is prevented from receiving Matching Company Contributions under the Savings Plan.

          (c) Credits to an Additional Excess 401(k) Sub-Account for the Additional Excess 401(k) Benefits described in Section 3.1(b)(ii), which shall be credited to the Sub-Account when a Participant is prevented from making a Salary Deferral Contribution under the Savings Plan.

          (d) Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.3, which shall be credited to the Sub-Account at the time the Profit Sharing Contributions are otherwise credited to the Participant’s account under the Savings Plan.

          (e) Credits to the LTIP Deferral Sub-Account for the LTIP Deferral Benefits described in Section 3.4, which were credited to the Sub-Account at the time specified in the prior versions of the Plan.

          (f) Credits to all Sub-Accounts for the earnings described in Article IV, which shall continue until such Sub-Accounts have been distributed to the Participant or his Beneficiary.

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

          (h) The Company shall make the above-described credits and debits to the Participant’s Pre-2005 Sub-Accounts or the Post-2004 Sub-Accounts, as applicable, in accordance with Code Section 409A.

ARTICLE IV
EARNINGS

     Section 4.1 Earnings for Periods Before January 1, 2008.

          (a) Basic 401(k) and Matching Sub-Accounts and Excess Profit Sharing Sub-Account . Except as otherwise described in the Plan, for periods before January 1, 2008, at the end of each calendar month during a Plan Year, the Basic Excess 401(k) Sub-Account, Excess Matching Sub-Account and Excess Profit Sharing Sub-Account of each Participant shall be credited with earnings in an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. Notwithstanding the foregoing, in the event that the ROTCE determined for such Plan Year exceeds the rate credited to the Participant’s Sub-Accounts under the preceding sentence, the Participant’s Sub-Accounts shall retroactively be credited with the difference between (i) the amount determined under the preceding sentence, and (ii) the amount determined by multiplying such Participant’s average Sub-Account balance during each month of such Plan Year by the ROTCE determined for such Plan Year, compounded monthly. This ROTCE calculation shall be made during the month in which the Participant terminates employment and shall be based on the year-to-date ROTCE for the month ending prior to the date the Participant terminated employment, as calculated by the Company. For any subsequent month, such ROTCE calculation shall not apply. The Fixed Income Fund calculation described above for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

(b) Additional 401(k) Sub-Account . Except as other wise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month during a Plan Year, the Additional Excess 401(k) Sub-Account of each Participant shall be credited with

earnings in an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned by the Fixed Income Fund. The earnings calculation for the month in which the Participant receives a distribution from his Sub-Account will be based on the blended rate earned during the preceding month by the Fixed Income Fund.

(c) LTIP Deferral Sub-Account . Except as otherwise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month during a Plan Year, the LTIP Deferral Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the “10-Year U.S. Treasury Yield” plus 2.0%. For purposes hereof, the 10-Year U.S. Treasury Yield shall be the 10 year yield on US Treasury issues as listed in the Bond Market Data Bank for the last day of the preceding calendar quarter as printed in the Wall Street Journal (or as published on the Website for the Wall Street Journal). In the event that a yield is not listed for a maturity exactly 10 years from the calendar quarter end, the next preceding chronological treasury bond issue yield shall be used.

     Section 4.2 Earnings for Periods on or After January 1, 2008 . Except as otherwise described in the Plan, for periods on or after January 1, 2008, at the end of each calendar month during a Plan Year, all Sub-Accounts of all Participants shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during the prior month by the Fixed Income Fund. No earnings shall be credited for the month in which the Participant receives a distribution from his Sub-Account.

     Section 4.3 Changes in/Limitations on Earnings Assumptions .

          (a) The Company (with the approval or ratification of the NACCO Industries, Inc. Benefits Committee (the “Benefits Committee”)) may change the earnings rate credited on Accounts hereunder at any time.

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

ARTICLE V
VESTING

     Section 5.1 Vesting . All Participants shall be immediately 100% vested in all amounts credited to their Account hereunder.

ARTICLE VI
DISTRIBUTION OF BENEFITS TO PARTICIPANTS

     Section 6.1 Time and Form of Payment.

           (a) Prior Elections . All elections regarding the time and form of payment of all Excess Retirement Benefits under prior Plan documents, including elections made by terminated Participants, shall continue in effect through December 31, 2007 and shall be cancelled as of the close of business on that date.

           (b) Payment Rules for President .

          (i) The amounts allocated to the Account of the Participant who is the President of the Company on December 31, 2007 shall automatically be paid in the form of two installment payments, with the first installment payment being paid during the period from January 1, 2008 through April 30, 2008 and the second installment payment being paid during the period from January 1, 2009 through March 15, 2009. All installment payments under the Plan shall be based on the value of the applicable Sub-Account on the Valuation Date immediately preceding the date such installment is to be paid, with each installment being a fraction of such value in which the numerator is one and the denominator is the total number of remaining installments to be paid. Installment payments under the Plan will be classified as a single payment for purposes of Section 409A of the Code.

     (ii) Notwithstanding the foregoing, in the event of a Change in Control, all amounts allocated to the Account of the Participant described in Clause (i) above shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Plan Administrator.

      (c) Payment Rules for All other Participants. The amounts allocated to the Accounts of all other Participants shall automatically be paid in a single lump sum payment during the period from January 1, 2008 through April 30, 2008.

     Section 6.2 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 any 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, distributions to Key Employees 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 10 days following the 1 st day of the 7th month following Termination of Employment.
(d)		Time of Payment/Processing . Except as described in Sections 6.1(b)(ii) or Section 6.2(c), all payments under the Plan shall be made on, or within 90 days of, the specified payment date.
(e)		Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments of Sub-Accounts 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
(f)		Withholding/Taxes . The Company shall withhold from any Excess Retirement Benefits hereunder any amounts required to be withheld there from on account of any income, employment or similar taxes by any governmental agency.

ARTICLE VII
BENEFICIARIES

     Section 7.1 Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant’s death. Separate Beneficiary designations may be made for each Sub-Account under the Plan; provided that a single Beneficiary must be designated for both the Excess 401(k) Sub-Account and the Excess Matching Sub-Account. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, the Beneficiary of a Participant for his Excess Retirement Benefits shall be his Beneficiary under the Savings Plan. A person designated by a Participant as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant’s Beneficiary unless the Participant’s designation specifically provided to the contrary. If two or more persons designated as a Participant’s Beneficiary are in existence with respect to a single Sub-Account, the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant’s designation specifically provided to the contrary. Any change in Beneficiary shall be made by giving written notice thereof to the Plan Administrator and any change shall be effective only if received by the Plan Administrator prior to the death of the Participant.

     Section 7.2 Distributions to Beneficiaries . Excess Retirement Benefits payable to a Participant’s Beneficiary shall be equal to the balance in the applicable Sub-Account on the Valuation Date preceding the date of the distribution of the Sub-Account to the Beneficiary. All Excess Retirement Benefits that are credited to the Account of a Participant as of his date of

death shall be payable to the Participant’s Beneficiary in accordance with the rules described in Article VI.

ARTICLE VIII
MISCELLANEOUS

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

     Section 8.2 Limitation on Rights of Participants and Beneficiaries — No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Company.

     Section 8.3 No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of the Company solely at the will of the Company subject to discharge at any time, with or without cause.

     Section 8.4 Payment to Guardian . If a Benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Plan Administrator may direct payment of such Benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Benefit. Such distribution shall completely discharge the Company from all liability with respect to such Benefit.

     Section 8.5 Assignment . No right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, the Plan Administrator shall honor a qualified domestic relations order (“QDRO”) from a state domestic relations court which requires the payment of part of all or a Participant’s or Beneficiary’s Account 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 a Participant under the Savings Plan or any other Company-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

     Section 8.8 Liability for Payment/Expenses . The Company shall be liable for the payment of the Excess Retirement Benefits that are payable hereunder. Expenses of administering the Plan shall be paid by the Company.

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 sole and absolute discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular employee is a Participant, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the claims procedures outlined in Section 9.3 hereof.

          (b) Delegation of Duties . The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator or administrators.

     Section 9.2 Regulations . The Plan Administrator 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 claims procedure outlined in Section 9.3 hereof, be final and binding on all persons.

     Section 9.3 Claims Procedures . The Plan Administrator shall determine the rights of any person to any Excess Retirement Benefits hereunder. Any person who believes that he has not received the Excess Retirement Benefits to which he is entitled under the Plan may file a claim in writing with the Plan Administrator. The Plan Administrator shall, no later than 90 days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension of time is given to the claimant within the first 90 day period), either allow or deny the claim in writing.

          A denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include:

	(a)		the specific reasons for the denial;
	(b)		specific reference to pertinent Plan provisions on which the denial is based;
	(c)		a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
	(d)		an explanation of the claim review procedure 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).

          A claimant whose claim is denied (or his duly authorized representative) may within 60 days after receipt of denial of a claim file with the Plan Administrator a written request for a review of such claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, the Compensation Committee (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 (or its delegate) shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 9.1(a) above.

          The Compensation Committee (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 shall, to the extent permitted by law, 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 of Action . Any action taken by the Plan Administrator or the Compensation Committee 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 Excess Retirement 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 Benefits Committee) may at any time amend any or all of the provisions of this Plan, except that, without the prior written consent of the affected Participant, no such amendment may (a) reduce the amount of any Participant’s vested Benefit as of the date of such amendment, (b) except as described in Section 4.2, suspend the crediting of earnings on the balance of a Participant’s Account, until the entire balance of such Account has been distributed or (c) alter the time of payment provisions described in Article VI of the Plan, except for changes that accelerate the time of payments or are required to bring such provisions into compliance with 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) The Company has taken action to terminate the Plan. For all Participants other than the President of the Company, the Plan is terminated effective December 31, 2007. For the President of the Company, the Plan shall be terminated immediately after he receives a final distribution from his Account.

          (b) In addition, notwithstanding anything in the Plan to the contrary, to the extent permitted under Code Section 409A, in the event of a termination of the Plan (or any portion thereof), the Company, in its sole and absolute discretion, shall have the right to change the time and form of distribution of Participants’ Excess Retirement Benefits, including requiring that all amounts credited to a Participant’s Account hereunder be immediately distributed in the form of a lump sum payment.

     Executed this 14 ^th day of December, 2007.

	(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

	ii.		a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or
	iii.		the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of NACCO or the acquisition of assets of another corporation, or other transaction involving NACCO (“NACCO Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded NACCO Business Combination”):

	(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.

III .

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

1.

“ Incumbent Directors ” means the individuals who, as of December 31, 2007, 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 Stockholders’ Agreement, dated as of March 15, 1990, as amended from time to time, by and among National City Bank, (Cleveland, Ohio), as depository, the Participating Stockholders (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.
	3.		“ Related Company ” means The Kitchen Collection, Inc. and its successors (“KCI”), any direct or indirect subsidiary of KCI and any entity that directly or indirectly controls KCI.

Exhibit 10.6

THE NORTH AMERICAN COAL CORPORATION
DEFERRED COMPENSATION PLAN FOR MANAGEMENT EMPLOYEES

(AS AMENDED AND RESTATED AS OF DECEMBER 1, 2007)

THE NORTH AMERICAN COAL CORPORATION
DEFERRED COMPENSATION PLAN FOR MANAGEMENT EMPLOYEES

     The North American Coal Corporation (the “Company”) does hereby adopt this amendment and restatement of The North American Coal Corporation Deferred Compensation Plan for Management Employees, effective as of December 1, 2007.

ARTICLE I.
INTRODUCTION

Section 1.01 Effective Date . The effective date of this restatement of the Plan is December 1, 2007.

Section 1.02 Purpose of the Plan . For periods prior to January 1, 2008, the purpose of this Plan is to provide for certain Employees the benefits they would have received under the Savings Plan but for the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415 and to provide for the continued deferral of certain frozen benefits.

Section 1.03 Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

Section 1.04 Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

Section 1.05 Status of Plan . This document is classified as a single “plan” for purposes of recordkeeping, the Code and the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). For purposes of the federal securities laws, however, this document shall be classified as two separate “plans.” One plan shall consist of the Accounts of those persons who satisfy the requirements of an “accredited investor” or a “sophisticated purchaser” under Rule 506 of the Securities Act of 1933 and the other plan shall consist of the Accounts of all other Plan Participants.

Section 1.06 Application of Code Section 409A.

	(a)		As a result of the changes to the payment provisions of this Plan in accordance with the Code Section 409A transitional rules, none of the Sub-Accounts are “grandfathered” under Code Section 409A. Notwithstanding the foregoing, for administrative and recordkeeping purposes, the following Sub-Accounts have been classified as the “Pre-2005 Sub-Accounts”: (i) the VAP Deferral Sub-Account; (ii) amounts credited to the Excess 401(k) Sub-Account for periods prior to January 1, 2005 (the “Pre-2005 Excess 401(k) Sub-Account”) and (iii) amounts credited to the Excess Matching Sub-Account for periods prior to January 1, 2005 (the “Pre-2005 Excess Matching Sub-Account”).
	(b)		The following Sub-Accounts have been classified as the “Post-2004 Sub-Accounts”: (i) amounts credited to the Excess 401(k) Sub-Account for periods on or after January 1, 2005 and on or before December 31, 2007 (the “Post-2004 Excess 401(k) Sub-

Account”); (ii) amounts credited to the Excess Matching Sub-Account for periods on or after January 1, 2005 and on or before December 31, 2007 (the “Post-2004 Excess Matching Sub-Account”); and (iii) amounts credited to the Excess Profit Sharing Sub-Account for the 2005 through 2007 Plan Years (the “Post-2004 Excess Profit Sharing Sub-Account”).

(c)

It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of Code Section 409A. The Plan shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Employers do not guarantee to Participants or Beneficiaries any particular tax result with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

Section 1.07 Benefit Freeze/Partial Plan Termination . All Excess Retirement Benefits under the Plan shall be frozen as of December 31, 2007; provided, however, that earnings shall continue to be credited on all Sub-Accounts after such date, as specified in the Plan. The portion of the Plan that applies to Participants who are not Covered Employees shall automatically terminate in 2008 when the last non-Covered Employee receives a payment of all of his Sub-Accounts hereunder.

ARTICLE II.
DEFINITIONS

Except as otherwise provided in this Plan, terms defined in the Savings Plan as they may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly required by the context of this Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this Plan.

Section 2.01 Account shall mean the record maintained in accordance with Section 3.05 by the Employer 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 Section 1.06 hereof.

Section 2.02 Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VII hereof.

Section 2.03 Benefits Committee shall mean the NACCO Industries, Inc. Benefits Committee.

Section 2.04 Bonus shall mean any bonus under The North American Coal Corporation Annual Incentive Compensation Plan that would be taken into account as Compensation under the Savings Plan, which is earned with respect to services performed by a Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year). An election to defer a Bonus under this Plan must be made before the period in which the services are performed which gives rise to such Bonus.

Section 2.05 Change in Control shall mean the occurrence of an event described in Appendix A hereto; provided that such occurrence occurs on or after January 1, 2008 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) or any successor or replacement thereto.

Section 2.06 Company shall mean The North American Coal Corporation or any entity that succeeds The North American Coal Corporation by merger, reorganization or otherwise.

Section 2.07 Compensation shall have the same meaning as under the Savings Plan, except that Compensation shall be deemed to include (a) the amount of compensation deferred by the Participant under this Plan and (b) amounts in excess of the limitation imposed by Code Section 401(a)(17). Notwithstanding the foregoing, the timing and crediting of Bonuses hereunder shall be as specified in Section 3.01.

Section 2.08 Compensation Committee shall mean the Compensation Committee of the Board of Directors of the Company.

Section 2.09 Covered Employee shall mean any Participant who, prior to December 31, 2007, is designated by the Compensation Committee as an actual or potential “covered employee” for purposes of Code Section 162(m) for the 2008 calendar year.

Section 2.10 Employer shall mean the Company and any other Controlled Group Member that adopts this Plan pursuant to Section 8.07.

Section 2.11 Excess Retirement Benefit or Benefit shall mean a VAP Deferral Benefit, an Excess Profit Sharing Benefit, an Excess 401(k) Benefit or an Excess Matching Benefit (all as described in Article III) that is payable to or with respect to a Participant under this Plan.

Section 2.12 Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV investment fund under the Savings Plan or any equivalent fixed income fund thereunder which is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor thereto.

Section 2.13 Key Employee . Effective April 1, 2008, a Participant shall be classified as a Key Employee if he meets the following requirements :

•

The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group Members, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5)) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be as defined in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.

	•		The Identification Date for Key Employees is each December 31 st and the Effective Date is the following April 1 st . As such, any Employee who is classified as a Key Employee as of December 31 st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 st .
	•		Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

Section 2.14 NACCO shall mean NACCO Industries, Inc.

Section 2.15 Participant .

	(a)		For purposes of Sections 3.01 and 3.02 of the Plan, the term “Participant” means an Employee of an Employer (other than a San Miguel Employee or a Florida Dragline Employee) who is a Participant in the Savings Plan (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Savings Plan, or is unable to receive the maximum amount of Matching Contributions under the Savings Plan because of the limitations of Code Section 402(g), 401(a)(17), 401(k)(3), 401(m) or 415 or as a result of his deferral of Compensation under this Plan; (ii) who is in salary grade 14 or above; and (iii) whose total compensation from the Controlled Group for the year in which a deferral election is required is at least $115,000.
	(b)		For purposes of Section 3.04 of the Plan, the term “Participant” means an Employee of an Employer (i) who is a Salaried Profit Sharing Employee under the Savings Plan, (ii) whose Profit Sharing Contribution under the Savings Plan is limited by the application of Code Section 401(a)(17) or 415 or is reduced due to his deferral of Compensation under this Plan, (iii) who is in salary grade 14 or above, and (iv) whose total compensation from the Controlled Group for the year in which an Excess Profit Sharing Benefit is required is at least $115,000.
	(c)		The term “Participant” shall also include any other person who has an Account balance hereunder or who was defined as a participant in a prior version of the Plan.

Section 2.16 Plan shall mean The North American Coal Corporation Deferred Compensation Plan for Management Employees, as herein set forth or as duly amended.

Section 2.17 Plan Administrator shall mean the Administrative Committee appointed under the Savings Plan.

Section 2.18 Plan Year shall mean the calendar year.

Section 2.19 ROTCE. For 2007 and prior Plan Years, ROTCE shall mean the consolidated return on total capital employed for NACCO, as determined by NACCO, for purposes of granting awards under the NACCO Industries, Inc. long-term incentive compensation plan as in effect for a particular Plan Year.

Section 2.20 ROTCE Table Rate . For 2008 and future Plan Years, ROTCE Table Rate shall mean the interest rate determined under the annual ROTCE Table that is adopted and approved by the Compensation Committee within the first 90 days of each Plan Year.

Section 2.21 Savings Plan shall mean The North American Coal Corporation Retirement Savings Plan (or any successor plan).

Section 2.22 Termination of Employment shall mean, with respect to any Participant’s relationship with the Company and the Controlled Group Members, a separation from service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).

Section 2.23 Valuation Date shall mean the last business day of each Plan Year and/or any other date chosen by the Plan Administrator.

ARTICLE III.
EXCESS RETIREMENT BENEFITS — CALCULATION OF AMOUNT

Section 3.01 Basic and Additional Excess 401(k) Benefits .

	(a)		Amount of Excess 401(k) Benefits . Each Participant may, on or prior to each December 31 st , by completing an approved deferral election form, direct his Employer to reduce his Compensation for the next Plan Year by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Profit Sharing Plan for such Plan Year by reason of the application of the limitations under Code Sections 402(g), 401(a)(17), 401(k)(3)and 415. All amounts deferred under this Section shall be referred to herein collectively as the “Excess 401(k) Benefits.” Notwithstanding the foregoing, (1) a Participant’s direction to reduce a Bonus earned during a particular Plan Year shall be made no later than December 31 st of the Plan Year preceding the Plan Year in which the Bonus commences to be earned and (2) the last Excess 401(k) Benefits that are credited to the Excess 401(k) Sub-Account shall be for the 2007 Plan Year; provided, however, that the bonus that was earned in 2007 and will be paid in 2008 shall not be credited to the Excess 401(k) Sub-Account hereunder, but shall be credited to an account under the Company’s Excess Retirement Plan that is effective January 1, 2008.
	(b)		Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year shall be calculated per pay period 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 such 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.

(iii)

The Basic Excess 401(k) Benefits shall be credited to the Basic Excess 401(k) Sub-Account under this Plan and the Additional Excess 401(k) Benefits shall be credited to the Additional Excess 401(k) Sub-Account hereunder. The Basic and Additional Excess 401(k) Sub-Accounts shall be referred to collectively as the “Excess 401(k) Sub-Account.”

(c)

Consequences of Deferral Election . Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable to the Participant during the Plan Year for which the deferral election form is effective, and the Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be credited to the Participant’s Excess 401(k) Sub-Account hereunder. Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation that is earned in subsequent Plan Years. A new deferral election will be required for each Plan Year; provided, however, that no new deferral elections shall be permitted under this Plan for Plan Years beginning on or after January 1, 2008.

Section 3.02 Excess Matching Benefits . A Participant shall have credited to his Excess Matching Sub-Account an amount equal to the Matching Contributions attributable to his Basic Excess 401(k) Benefits that he is prevented from receiving under the Savings Plan because of the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415 or as a result of his deferral of Compensation under this Plan (the “Excess Matching Benefits”). The last Excess Matching Benefits that are credited to the Excess Matching Sub-Account shall be for the 2007 Plan Year.

Section 3.03 VAP Deferral Benefits . The Accounts of certain Participants contain amounts that were allocated to a VAP Deferral Sub-Account (the “VAP Deferral Benefits”) hereunder prior to December 31, 2004.

Section 3.04 Excess Profit Sharing Benefits . Each Employer shall credit to a Sub-Account (the “Excess Profit Sharing Sub-Account”) established for each Participant who is an Employee of such Employer, an amount equal to the excess, if any, of (i) the amount of the Employer’s Profit Sharing Contribution that would have been made to the Savings Plan on behalf of the Participant for a Plan Year if (1) such Plan did not contain the limitations imposed under Code Sections 401(a)(17) and 415 and (2) the term “Compensation” (as defined in Section 2.07 hereof) were used for purposes of determining the amount of Profit Sharing Contributions under the Savings Plan, over (ii) the amount of the Employer’s Profit Sharing Contribution that is actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”). The last Excess Profit Sharing Benefits that are credited to the Excess Profit Sharing Sub-Account shall be for the 2007 Plan Year.

Section 3.05 Participants’ Accounts . Each Employer shall establish and maintain on its books for each Participant who is an Employee of such Employer an Account which shall contain the following entries:

	(a)		Credits to a Basic or Additional Excess 401(k) Sub-Account (as applicable) for the Excess 401(k) Benefits described in Section 3.01, which shall be credited to the Sub-Account when a Participant is prevented from making a Before-Tax Contribution under the Savings Plan;
	(b)		Credits to a Basic Excess Matching Sub-Account for the Basic Excess Matching Benefits described in Section 3.02, which shall be credited to the Sub-Account when a Participant is prevented from receiving Matching Contributions under the Savings Plan;
	(c)		Credits to a VAP Deferral Sub-Account for the VAP Deferral Benefits described in Section 3.03, which were credited to the Sub-Account at the time such Benefits were deferred under this Plan;
	(d)		Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.04, which shall be credited to the Sub-Account at the time the Profit Sharing Contributions are otherwise credited to Participants’ accounts under the Savings Plan;
	(e)		Credits to all Sub-Accounts for the earnings described in Article IV, which shall continue until such Sub-Accounts have been distributed to the Participant or his Beneficiary and for the uplift described in Article VI (as applied to Covered Employees); and
	(f)		Debits for any distributions made from the Sub-Accounts.
	(g)		The Employers shall make the above-described credits and debits to the Participant’s Pre-2005 Sub-Accounts or the Post-2004 Sub-Accounts, as applicable, in accordance with Code Section 409A.

Section 3.06 Statements . Participants shall be provided with statements of their Account balances at least once each Plan Year.

ARTICLE IV.
EARNINGS

Section 4.01 Earnings For Periods Prior to January 1, 2008.

(a)

Basic 401(k), Basic Matching and Excess Profit Sharing Sub-Accou nts. Except as otherwise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month during a Plan Year, the Basic Excess 401(k) Sub-Account, the Basic Excess Matching Sub-Account and the Excess Profit Sharing Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. Notwithstanding the foregoing, in the event that the ROTCE determined for such Plan Year exceeds the rate credited to the Participant’s Sub-Accounts under the preceding sentence, such Sub-Accounts shall retroactively be credited with the excess (if any) of (i) the amount determined under the preceding sentence over (ii) the amount determined by multiplying the Participant’s average Sub-Account balance during each month of such Plan Year by the ROTCE determined for such Plan Year, compounded monthly. This ROTCE calculation shall be made during

the month in which the Participant terminates employment and shall be based on the year-to-date ROTCE for the month ending prior to the date the Participant terminated employment, as calculated by NACCO. For any subsequent month following such termination, the ROTCE calculation shall not apply. The Fixed Income Fund calculation described in Subsection (a) for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

     (b) Additional Excess 401(k) Sub-Accounts . Except as otherwise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month during a Plan Year, the Additional Excess 401(k) Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. The earnings calculation for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

     (c) VAP Deferral Sub-Accounts . Except as otherwise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month during a Plan Year, the VAP Deferral Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by “10-Year U.S. Treasury Yield” plus 2.0%. For purposes hereof, the 10-Year U.S. Treasury Yield shall be the 10 year yield on U.S. Treasury issues as listed in the Bond Market Data Bank for the last day of the preceding calendar quarter as printed in the Wall Street Journal (or as published on the website for the Wall Street Journal) . In the event that a yield is not listed for a maturity exactly 10 years from the calendar quarter end, the next preceding chronological treasury bond issue yield shall be used.

Section 4.02 Earnings for Periods on or after January 1, 2008 .

           (a) Earnings Applicable to non-Covered Employees . Except as otherwise described in the Plan, at the end of each calendar month during 2008, all Sub-Accounts of all Participants who are not Covered Employees shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. The earnings calculation for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

           (b) Earnings Applicable to Covered Employees . Except as otherwise described in the Plan, for periods on and after January 1, 2008, at the end of each calendar month during a Plan Year, all Sub-Accounts of the Covered Employees shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. Notwithstanding the foregoing, in the event that the ROTCE Table Rate determined for such Plan Year exceeds the rate credited under the preceding sentence to the Excess Profit Sharing Sub-Account, Basic Excess 401(k) Sub-Account and Basic Excess Matching Sub-Account Sub-Accounts, such Sub-Accounts shall retroactively be credited with the excess (if any) of (i) the amount determined under the preceding sentence over (ii) the amount determined by multiplying the Participant’s average Sub-Account balance during each month of such Plan Year by the ROTCE Table Rate determined for such Plan Year, compounded monthly. This ROTCE Table Rate calculation shall

be made during the month in which the Participant incurs a Termination of Employment and shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date the Participant incurred a Termination of Employment, as calculated by NACCO. For any subsequent month following such Termination, such ROTCE Table Rate calculation shall not apply. The Fixed Income Fund calculation described above for the month in which the Participant receives a distribution from his Sub-Account shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.

Section 4.03 Changes in/Limitations on Earnings Assumptions .

	(a)		For periods prior to January 1, 2008, the Company (with the approval or ratification of the Benefits Committee) or the Compensation Committee may change (but not suspend) the earnings rate credited on Accounts hereunder at any time. For periods on or after January 1, 2008, the Compensation Committee may change (but not suspend) the earnings rate credited on Accounts 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 be credited at a rate which exceeds 14%.

ARTICLE V.
VESTING

Section 5.01 Vesting A Participant shall always be 100% vested in the amounts credited to his Account hereunder.

ARTICLE VI.
TIME AND FORM OF PAYMENT TO PARTICIPANTS

Section 6.01 Time and Form of Payment.

          (a) Prior Elections . Except as described in Subsection (d) of this Section, all elections regarding the time and form of payment of all Excess Retirement Benefits under prior Plan documents, including elections made by terminated Participants, shall continue in effect through the close of business on December 31, 2007 and shall be cancelled immediately after the close of business on that date.

          (b) Payment Rules for Non-Covered Employees. The amounts allocated to the Account of a Participant who is not a Covered Employee shall automatically be paid to the Participant (or his Beneficiary, if applicable) in the form of a single lump sum payment during the period from January 1, 2008 through April 30, 2008.

          (c) Payment Rules for Covered Employees . Except as otherwise described in Section 6.01(e) or Section 6.02(c), the amounts allocated to the Account of Participant who is a Covered Employee shall be paid under the following rules: (X) his Account balance as of December 31, 2007 (after adjustment for the Excess Profit Sharing Benefits and ROTCE earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (Y) the earnings that are credited to his Account each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1 ^st through

March 15 ^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which a Covered Employee receives a payment of his frozen Account balance, such Covered Employee shall also receive payment of the pro-rata earnings and the corresponding 15% uplift for such Plan Year at the same time he receives payment of such Account balance.

          (d) Payment Rules for Terminated Employees. Notwithstanding the foregoing, if a Participant who is not a Covered Employee was in pay status on December 31, 2007, such Participant shall receive his normally scheduled installment payment at the appropriate time during 2008 (determined in accordance with the terms of the Plan as in effect prior to this restatement and his payment election, as applicable), with each such installment payment being classified as a single payment for purposes of Code Section 409A.

          (e) Payment Rules in the Event of a Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control, all amounts allocated to the Accounts of all Participants shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Compensation Committee.

Section 6.02 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 Employer 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 Employer 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, an Employer shall not be required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize the ability of the Employer to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.
	(c)		Key Employees . Notwithstanding any provision of the Plan to the contrary, distributions to Key Employees made on account of a Termination of Employment may not be made before the 1 st day of the 7 th 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 8.05) or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (e) below). Any Benefits 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 10 days following the 1 st day of the 7 th month following Termination of Employment.

	(d)		Time of Payment/Processing . Except as described in Section 6.01(e) or Section 6.02(c ), all payments under the Plan shall be made on, or within 90 days of, the specified payment date.
	(e)		Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments of Sub-Accounts 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.
	(f)		Withholding/Taxes . To the extent required by applicable law, the Employers shall withhold from the Excess Retirement Benefits hereunder any income, employment or other taxes required to be withheld there from by any government or government agency.

Section 6.03 Liability for Payment/Expenses . The Employer by which the Participant was last employed prior to his payment commencement date under the Plan shall process and pay all Excess Retirement Benefits hereunder to or on behalf of such Participant, but such Employer’s liability shall be limited to its proportionate share of such amount, as hereinafter provided. If the Excess Retirement Benefits payable to or on behalf of a Participant are based on the Participant’s employment with more than one Employer, the liability for such Benefits shall be shared by all such Employers (by reimbursement to the Employer making such payment) as may be agreed to among them in good faith (taking into consideration the Participant’s service and Compensation paid by each such Employer) and as will permit the deduction (for purposes of federal income tax) by each such Employer of its portion of the payments made and to be made hereunder. Expenses of administering the Plan shall be paid by the Employers, as directed by the Company.

ARTICLE VII.
BENEFICIARIES

Section 7.01 Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with and received by the Plan Administrator prior to the Participant’s death. Separate Beneficiary designations may be made for (i) the Excess 401(k) and Matching Benefits, (ii) the VAP Deferral Benefits and (iii) the Excess Profit Sharing Benefits. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, the Beneficiary of a Participant for his Excess Retirement Benefits shall be the estate of the last to die of the Participant and his Beneficiaries. If two or more persons designated as a Participant’s Beneficiary are in existence with respect to a single Sub-Account, the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant’s designation specifically provides for a different allocation. Any change in Beneficiary shall be made by giving written notice thereof to the Plan Administrator and any change shall be effective only if received by the Plan Administrator prior to the death of the Participant.

Section 7.02 Distributions to Beneficiaries . The Excess Retirement Benefit payable to a Participant’s Beneficiary under this Plan shall be equal to the balance in the applicable Sub-Account on the date of the distribution of the Account to the Beneficiary. Excess Retirement Benefits payable to a Beneficiary shall be paid in the form of a lump sum payment on the date such Benefits would otherwise be paid to the Participant under Article VI.

ARTICLE VIII.
MISCELLANEOUS

Section 8.01 Liability of Employers . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between an Employer and any Participant, Beneficiary or any other person.

Section 8.02 Limitation on Rights of Participants and Beneficiaries — No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of an Employer. The Employers shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Employers for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of an Employer prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of his Employer.

Section 8.03 No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of the Employers solely at the will of the Employers subject to discharge at any time, with or without cause.

Section 8.04 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 Employers from all liability with respect to such Benefit.

Section 8.05 Anti-Assignment/Early Payment in the Event of a QDRO .

	(a)		Subject to Subsection (b), no right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.
	(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 a Participant’s or Beneficiary’s Account under this Plan to an “alternate payee” as defined in Code Section 414(p).

Section 8.06 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 8.07 Adoption by Other Employers . Any member of the Controlled Group that is an Employer under the Savings Plan may adopt this Plan with the consent of the Benefits Committee by executing an instrument evidencing its adoption of this Plan on the order of its Board of Directors (or the applicable committee of such Board of Directors) (or its delegate) and filing a copy thereof with the Company. Such adoption may be subject to such terms and conditions as the Benefits Committee requires or approves.

Section 8.08 Effect on other Benefits . Benefits payable to or with respect to a Participant under the Savings Plan or any other Employer-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

ARTICLE IX.
ADMINISTRATION OF PLAN

Section 9.01 Administration . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have the discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a person is a Participant, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the provisions of Sections 9.03 and 9.04 hereof. The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator or administrators. Pursuant to this delegation power, the Company has appointed the Administrative Committee under the Savings Plan (as it exists from time to time) as the Plan Administrator of this Plan.

Section 9.02 Regulations . The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, subject to the provisions of Sections 9.03 and 9.04 hereof, be final and binding on all persons.

Section 9.03 Claims and Appeals Procedures .

	(a)		The Plan Administrator shall determine the rights of any person to any Excess Retirement Benefits hereunder. Any person who believes that he has not received the Excess Retirement Benefits to which he is entitled under the Plan must file a claim in writing with the Plan Administrator specifying the basis for his claim and the facts upon which he relies in making such a claim. Such a claim must be signed by the claimant or his duly authorized representative (the “Claimant”).
	(b)		Whenever the Plan Administrator denies (in whole or in part) a claim for benefits under the Plan, the Plan Administrator shall transmit a written notice of such decision to the Claimant, 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). Such notice shall be written in a manner calculated to be understood by the Claimant and shall state (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 Plan’s 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)		Within 60 days after receipt of denial of a claim, the Claimant must file with the Plan Administrator a written request for a review of such claim. If such an appeal is not filed 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, a named fiduciary designated by the Plan Administrator 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 named fiduciary shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 9.01 above. The named fiduciary 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 (i) shall be written in a manner calculated to be understood by the Claimant, (ii) shall state the specific reasons for the decision and the specific Plan provisions on which the decision was based and (iii) shall, to the extent permitted by applicable law, 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 9.04 Revocability of Action/Recovery . Any action taken by the Plan Administrator or an Employer with respect to the rights or benefits under the Plan of any person shall be revocable

by the Plan Administrator or the Employer as to payments not yet made to such person. In addition, the acceptance of any Excess Retirement Benefits under the Plan constitutes acceptance of and agreement to the Plan Administrator’s or the Employer’s making any appropriate adjustments in future payments to they payee (or to recover from such person) any excess payment or underpayment previously made to him.

Section 9.05 Amendment . The Company (with the approval or ratification of the Compensation Committee) may at any time (without the consent of an Employer) authorize the amendment of any or all of the provisions of this Plan, except that without the prior written consent of the affected Participant no such amendment (a) may reduce the amount of any Participant’s Excess Retirement Benefit as of the date of such amendment; (b) may suspend the crediting of earnings on the balance of a Participant’s Account, until the entire balance of such Account has been distributed or (c) may alter the time of payment provisions described in Article VI hereof, except for amendments that are required to bring such provisions into compliance with the requirements of Code Section 409A or that accelerate the time of payment in a manner permitted by Code Section 409A. Any amendment shall be in the form of a written instrument executed by an officer of the Company on the order of the Compensation Committee. 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 9.06 Termination .

	(a)		The Compensation Committee has authorized the termination of the Plan, as related to non-Covered Employees, effective in 2008 when the last payment is made to a non-Covered Employee hereunder.
	(b)		In addition, subject to the limitations described in Section 9.05, the Compensation Committee, in its sole discretion, may terminate this Plan as related to one or more Covered Employees at any time and for any reason whatsoever. 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. Subject to the foregoing provisions of this Subsection, such termination shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice of any termination shall be given to the Participants at a time determined by the Plan Administrator.

(c)

Notwithstanding anything in the Plan to the contrary, to the extent permitted under Code Section 409A, in the event of a termination of the Plan (or a portion thereof), the Company, in its sole and absolute discretion (but with the consent of the Compensation Committee), shall have the right to change the time and form of distribution of Participants’ Excess Retirement Benefits, including requiring that all amounts credited to Participant’s Accounts hereunder be immediately distributed in the form of a lump sum payment.

Executed, this 14 ^th day of December, 2007.

Appendix A. Change in Control.

Change in Control . The term “Change in Control” shall mean the occurrence of any of the events listed in I or II, below; provided that such occurrence occurs on or after January 1, 2008 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.	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 (as defined below), 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 a Related Company (as defined below) entitled to vote generally in the election of directors (the “Outstanding Voting Securities”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities by any Person pursuant to an Excluded Business Combination (as defined below); or
		ii.	The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of any Related Company or the acquisition of assets of another corporation, or other transaction involving a Related Company (“Business Combination”) excluding, however, such a Business Combination pursuant to which (such a Business Combination, an “Excluded Business Combination”) the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of any Related Company immediately prior to such 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 Business Combination (including, without limitation, an entity that as a result of such transaction owns any Related Company or all or substantially all of the assets of any Related Company, either directly or through one or more subsidiaries).
	II.	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

		ii.	a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or
		iii.	the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of NACCO or the acquisition of assets of another corporation, or other transaction involving NACCO (“NACCO Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded NACCO Business Combination”):

	(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.

III .

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

	1.		“ Incumbent Directors ” means the individuals who, as of December 31, 2007, 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 Stockholders’ Agreement, dated as of March 15, 1990, as amended from time to time, by and among National City Bank, (Cleveland, Ohio), as depository, the Participating

Stockholders (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.

3.

“ Related Company ” means The North American Coal Corporation and its successors (“NA Coal”), any direct or indirect subsidiary of NA Coal and any entity that directly or indirectly controls NA Coal.

Exhibit 10.7

NACCO INDUSTRIES, INC.
EXCESS RETIREMENT PLAN
(EFFECTIVE JANUARY 1, 2008)

NACCO INDUSTRIES, INC.
EXCESS RETIREMENT PLAN

          NACCO Industries, Inc. does hereby adopt this Excess Retirement Plan effective January 1, 2008.

ARTICLE I
PREFACE

     Section 1.1 Effective Date . The effective date of the Plan is January 1, 2008.

     Section 1.2 Purpose of the Plan . The purpose of the Plan is to provide for certain Employees: (a) the benefits they would have received under the Retirement Plan (i) but for certain Code limitations; (ii) as a result of their deferral of Compensation hereunder or (iii) the limitations that apply to the Profit Sharing Contributions provided to Highly Compensated Employees and/or (b) additional retirement benefits.

     Section 1.3 Governing Law . The Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

     Section 1.4 Gender and Number . For purposes of interpreting the provisions of the Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

     Section 1.5 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 Excess Matching Sub-Account, Excess Profit Sharing Sub-Account and the Transitional Sub-Account are 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 the 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 any particular tax result to Participants or Beneficiaries with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

ARTICLE II
DEFINITIONS

          Except as otherwise provided in the Plan, terms defined in the Retirement Plan as they may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly required by the context of the Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of the Plan.

     Section 2.1 Account shall mean the record maintained in accordance with Section 3.5 by the Company 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 the 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 the Beneficiary(ies) designated (or deemed designated) under the Retirement Plan.

     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 a Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year). An election to defer a Bonus under the Plan must be made before the period in which the services are performed which gives rise to such Bonus.

     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 (a) the amount of compensation deferred by the Participant under this Plan and (b) amounts in excess of the limitation imposed by Code Section 401(a)(17). Notwithstanding the foregoing, the timing and crediting of Bonuses hereunder shall be as specified in Section 3.1.

     Section 2.6 Employer shall mean the Company and NACCO Services, LLC.

     Section 2.7 Excess Retirement Benefit or Benefit shall mean an Excess 401(k) Benefit, an Excess Matching Benefit, an Excess Profit Sharing Benefit or a Transitional Benefit (all as described in Article III) that is payable to or with respect to a Participant under the Plan.

     Section 2.8 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 NACCO Industries, Inc. Retirement Funds Investment Committee as the successor thereto.

     Section 2.9 Key Employee . Effective April 1, 2008, a Participant shall be classified as a Key Employee if he meets the following requirements:

•

The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group Members, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5)) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii)

for this purpose: (i) the definition of “compensation” (A) shall be the definition contained in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.

	•		The Identification Date for Key Employees is each December 31 st and the Effective Date is the following April 1 st . As such, any Employee who is classified as a Key Employee as of December 31 st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 st .
	•		Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

     Section 2.10 Participant.

          (a) For purposes of Section 3.1 and 3.2 of the Plan, the term Participant shall mean a participant in the Retirement Plan (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Retirement Plan and/or unable to receive the maximum amount of Matching Employer Contributions under the Retirement Plan due to the Code limits or Retirement Plan limits or as a result of his deferral of Compensation under the Plan and (ii) whose total compensation from the Controlled Group for the Plan Year in which the deferral election is required is at least $125,000.

          (b) For purposes of Section 3.3 of the Plan, the term Participant shall mean (i) the Chief Executive Officer of the Company and (ii) a participant in the Retirement Plan who is unable to receive the maximum amount of Profit Sharing Contributions under the Retirement Plan due to the Code limits, the Retirement Plan limits or as a result of his deferral of Compensation under the Plan.

          (c) For purposes of Section 3.4 of the Plan, the term Participant shall mean the Chief Executive Officer of the Company on January 1, 2008.

          (d) A person shall remain a “Participant” as long as he maintains an Account balance hereunder.

     Section 2.11 Plan shall mean the NACCO Industries, Inc. Excess Retirement Plan, as herein set forth or as duly amended.

     Section 2.12 Plan Administrator shall mean the NACCO Industries, Inc. Benefits Committee (the “Benefits Committee”).

     Section 2.13 Plan Year shall mean the calendar year.

     Section 2.14 Retirement Plan shall mean the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan (or any successor plan).

     Section 2.15 Termination of Employment shall mean, with respect to any 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 2.16 Valuation Date shall mean the last business day of each calendar month and/or any other date chosen by the Plan Administrator.

ARTICLE III
EXCESS RETIREMENT BENEFITS — CALCULATION OF AMOUNT

     Section 3.1 Basic and Additional Excess 401(k) Benefits .

          (a) Amount of Excess 401(k) Benefits . For periods on and after January 1, 2008, each Participant may, prior to each prior December 31st, by completing an approved deferral election form, direct his Employer to reduce his Compensation for the next Plan Year, by the difference between (i) a certain percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Retirement Plan by reason of the application of the limitations under Sections 402(g), 401(a)(17), 401(k)(3) and 415 of the Code or any other Retirement Plan limits (which amounts shall be referred to as the “Excess 401(k) Benefits”). Notwithstanding the foregoing, a Participant’s direction to reduce a Bonus earned during a particular Plan Year shall be made no later than December 31 ^st of the Plan Year preceding the Plan Year in which the Bonus commences to be earned. Elections to defer Bonuses that were earned in 2007 were made prior to December 31, 2006 under the NACCO Industries, Inc. Unfunded Benefit Plan shall continue in effect hereunder; provided, however, that the payment of those amounts shall be as specified in Article VI hereof.

          (b) Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year shall be calculated monthly and shall be further divided into the “Basic Excess 401(k) Benefits” and the “Additional Excess 401(k) Benefits” as follows:

	(i)		The Basic Excess 401(k) Benefits shall be determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year or 5%, and the denominator of which is the percentage of Compensation elected to be deferred; and
	(ii)		The Additional Excess 401(k) Benefits (if any) shall be determined by multiplying such Excess 401(k) Benefit by a fraction, (1) the numerator of which is the excess (if any) of the percentage of Compensation elected to be

deferred in the deferral election form for such Plan Year over 5%, and (2) 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 the Plan and the Additional Excess 401(k) Benefits shall be credited to the Additional Excess 401(k) Sub-Account hereunder. The Basic and Additional Excess 401(k) Sub-Accounts shall be referred to collectively as the “Excess 401(k) Sub-Account.”

          (c) Consequences of Deferral Election . Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable to the Participant for the Plan Year for which the deferral election form is effective, and the Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be credited to the Participant’s Basic and Additional Excess 401(k) Sub-Accounts (as applicable) hereunder. Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation that is earned in subsequent Plan Years. A new deferral election will be required for each Plan Year.

     Section 3.2 Excess Matching Benefits . A Participant shall have credited to his Excess Matching Sub-Account an amount equal to the Matching Employer Contributions attributable to his Basic Excess 401(k) Benefits that he is prevented from receiving under the Retirement Plan because of the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415 of the Code or as a result of his deferral of Compensation under this Plan (the “Excess Matching Benefits”).

     Section 3.3 Excess Profit Sharing Benefits . Effective for Plan Years commencing on or after January 1, 2008, a Participant shall have credited to his Excess Profit Sharing Sub-Account an amount equal to the excess, of any, of (a) the Profit Sharing Contribution that would have been made to the Retirement Plan if (i) the Participant was a participant in such Plan and (ii) such Plan did not contain the limitations imposed under Code Sections 401(a)(17) and 415, any limitations on the Profit Sharing Contributions payable to Highly Compensated Employees and the term “Compensation” (as defined in Section 2.5 of the Plan) were used for purposes of determining the amount of Profit Sharing Contributions under the Retirement Plan, over (b) the amount of Profit Sharing Contributions (if any) that are actually made to the Retirement Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”).

     Section 3.4 Transitional Benefits . The Participant described in Section 2.10(c) shall have credited to his Transitional Sub-Account an amount (the “Transitional Benefits”) equal to (a) $60,433 on December 31, 2008 and (b) in each subsequent Plan Year, an amount that is 4% greater than the amount that was credited under this Section 3.4 for the prior Plan Year. The Transitional Benefits described in the preceding sentence shall be credited annually as of each December 31 ^st ; provided that the Participant is employed by the Company on such date.

     Section 3.5 Participant’s Accounts . Each Employer shall establish and maintain on its books an Account for each Participant who is its Employee, which shall contain the following entries:

          (a) Credits to a Basic or Additional Excess 401(k) Sub-Account for the amounts described in Section 3.1, which shall be credited to the Sub-Account when a Participant is prevented from making a Before-Tax Contribution under the Retirement Plan.

          (b) Credits to an Excess Matching Sub-Account for the Excess Matching Benefits described in Section 3.2, which shall be credited to the Sub-Account when a Participant is prevented from receiving Matching Employer Contributions under the Retirement Plan.

          (c) Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.3, which shall be credited to the Sub-Account at the time the Profit Sharing Contributions are otherwise credited to the Participant’s account under the Retirement Plan.

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

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

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

ARTICLE IV
EARNINGS/UPLIFT

     Section 4.1 Earnings . Subject to Section 4.3, at the end of each calendar month during a Plan Year, the Excess 401(k) Sub-Account, Excess Matching Sub-Account and Transitional Sub-Account of each Participant shall be credited with earnings in an amount determined by multiplying such Participant’s weighted average daily Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. However, no earnings shall be credited for the month in which the Participant receives a distribution from his Sub-Account.

     Section 4.2 Uplift on Plan Payments . In addition to the earnings described in Section 4.1, the balance of the Basic Excess 401(k) Sub-Account, the Excess Matching 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 4.3 Changes/Limitations .

          (a) The Compensation Committee may change (or suspend) (i) the earnings rate credited on Sub-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 Sub-Accounts for a Plan Year (excluding the uplift described in Section 4.2) be credited at a rate which exceeds 14%.

ARTICLE V
VESTING

     Section 5.1 Vesting . All Participants shall be immediately 100% vested in all amounts credited to their Account hereunder.

ARTICLE VI
DISTRIBUTION OF BENEFITS

     Section 6.1 Time and Form of Payment . All amounts credited to a Participant’s Sub-Accounts for each Plan Year (including the Excess Profit Sharing Benefits for the Plan Year, the uplift and any earnings that are credited after the end of the Plan Year) shall automatically be paid to the Participant (or his Beneficiary) in the form of a single lump sum payment on March 15 ^th of the immediately following Plan Year.

     Section 6.2 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, an Employer shall not be required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize the ability of the Employer to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.

          (c) Key Employees . Notwithstanding any provision of the Plan to the contrary, to the extent a particular Sub-Account is subject to the requirements of Code Section 409A, the distribution of such Sub-Account to Key Employees made on account of a Termination of Employment may not be made before the 1st day of the 7th 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 7.5) or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (d) 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 10 days following the 1st day of the 7th month following Termination of Employment.

          (d) Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent the payment of a particular Sub-Account is subject to the requirements of Code Section 409A, the payment of Sub-Accounts 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, or exceptions to, Code Section 409A; provided that the amount of any payment from a Sub-Account that is subject to Code Section 409A may not exceed the amount required to be included as income as a result of the failure to comply with Code Section 409A.

     Section 6.3 Withholding/Taxes . To the extent required by applicable law, the Employer shall withhold from the Excess Retirement Benefits hereunder any income, employment or other taxes required to be withheld therefrom by any government or government agency.

ARTICLE VII
MISCELLANEOUS

     Section 7.1 Liability of Employer . Nothing in the Plan shall constitute the creation of a trust or other fiduciary relationship between the Employer and any Participant, Beneficiary or any other person.

     Section 7.2 Limitation on Rights of Participants and Beneficiaries — No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of the Employer. The Employer shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Employer for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Employer prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Participant’s Employer.

     Section 7.3 No Guarantee of Employment . Nothing in the Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of an Employer solely at the will of the Employer subject to discharge at any time, with or without cause.

     Section 7.4 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 7.5 Anti-Assignment/Early Payment Due to QDRO . No right or interest under the Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.

Notwithstanding the foregoing, the Plan Administrator shall honor a qualified domestic relations order (“QDRO”) from a state domestic relations court which requires the payment of part of all or a Participant’s or Beneficiary’s Account under the Plan to an “alternate payee” as defined in Code Section 414(p).

     Section 7.6 Severability . If any provision of the 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 7.7 Effect on Other Benefits . Benefits payable to or with respect to a Participant under the Retirement Plan or any other Company-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under the Plan.

     Section 7.8 Liability for Payment/Expenses . Each Employer shall be solely liable for the payment of the Excess Retirement Benefits that are payable to or on behalf of its Employees hereunder. Expenses of administering the Plan shall be paid by the Employer, as directed by the Company.

ARTICLE VIII
ADMINISTRATION OF PLAN

     Section 8.1 Administration .

          (a) In general . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have sole and absolute discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular employee is a Participant, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the claims procedures outlined in Section 8.3 hereof.

          (b) Delegation of Duties . The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator or administrators.

     Section 8.2 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 claims procedure outlined in Section 8.3 hereof, be final and binding on all persons.

     Section 8.3 Claims Procedures . The Plan Administrator shall determine the rights of any person to any Excess Retirement Benefits hereunder. Any person who believes that he has not received the Excess Retirement Benefits to which he is entitled under the Plan may file a claim in writing with the Plan Administrator. The Plan Administrator shall, no later than 90 days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension of time is given to the claimant within the first 90 day period), either allow or deny the claim in writing.

          A denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include:

	(a)		the specific reasons for the denial;
	(b)		specific reference to pertinent Plan provisions on which the denial is based;
	(c)		a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
	(d)		an explanation of the claim review procedure 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).

          A claimant whose claim is denied (or his duly authorized representative) may within 60 days after receipt of denial of a claim file with the Plan Administrator a written request for a review of such claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, the Company’s Compensation Committee (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 (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 8.1(a) above.

          The Compensation Committee (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 shall, to the extent permitted by law, 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 8.4 Revocability of Action/Adjustment . Any action taken by the Plan Administrator or the Compensation Committee 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 Excess Retirement 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 8.5 Amendment . The Company (with the approval or ratification of the Compensation Committee) may at any time amend any or all of the provisions of the Plan, except that, without the prior written consent of the affected Participant, no such amendment may (a) reduce the amount of any Participant’s Sub-Account balance as of the date of such amendment or (b) alter the time of payment provisions described in Article VI 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 (and comply with Code Section 409A solely to the extent a particular Sub-Account 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 8.6 Termination . The Company, in its sole discretion, may terminate the Plan (or any portion thereof) at any time and for any reason whatsoever, except that, without the prior written consent of the affected Participant, no such termination may (i) reduce the amount of any Participant’s Sub-Account balance as of the date of such termination or (ii) alter the time of payment provisions described in Article VI of the Plan, except for a termination that accelerates the time of payments (and complies with Code Section 409A solely to the extent a particular Sub-Account 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, with the approval or ratification of the Compensation Committee. 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 provided to the Participants at a time determined by the Plan Administrator.

     Executed this 14th day of December, 2007.

Exhibit 10.8

THE HAMILTON BEACH BRANDS, INC.
EXCESS RETIREMENT PLAN
(Effective January 1, 2008)

HAMILTON BEACH BRANDS, INC.
EXCESS RETIREMENT PLAN

          Hamilton Beach Brands, Inc. (the “Company”) does hereby adopt the Hamilton Beach Brands, Inc. Excess Retirement Plan to read as follows:

ARTICLE I
PREFACE

           SECTION 1.1 Effective Date . The effective date of this Plan is January 1, 2008.

           SECTION 1.2 Purpose of the Plan . The purpose of this Plan is to provide for certain Employees the benefits they would have received under the Savings Plan but for (i) the limitations imposed under Sections 401(a)(17) and 415 of the Code or (ii) the limitations on Profit Sharing Contributions that apply to Highly Compensated Employees.

           SECTION 1.3 Governing Law . This Plan shall be regulated, construed and administered under the laws of the Commonwealth of Virginia , except when preempted by federal law.

           SECTION 1.4 Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

           SECTION 1.5 Code Section 409A . The Plan is intended to be exempt from the requirements of Section 409A of the Code and applicable Treasury Regulations issued thereunder and shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Company does not guarantee to Participants or Beneficiaries any particular tax result with respect to any amounts deferred or 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 Savings 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 3.3 as the sum of the Participant’s Excess Retirement Benefits hereunder.

           SECTION 2.2 Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VII hereof.

           SECTION 2.3 Company shall mean Hamilton Beach Brands, Inc.

           SECTION 2.4 Compensation . The term “Compensation” shall have the same meaning as under the Savings Plan, except that Compensation shall be deemed to include amounts in excess of the limitation imposed by Code Section 401(a)(17).

           SECTION 2.5 Compensation Committee shall mean the Compensation Committee of the Board of Directors of the Company or an authorized sub-committee thereof.

           SECTION 2.6 Employer Added Employee shall mean a participant in the Savings Plan who is eligible for Retirement Contributions.

           SECTION 2.7 Excess Retirement Benefit or Benefit shall mean an Excess Profit Sharing Benefit or an Excess Employer Added Benefit (as described in Article III) which is payable to or with respect to a Participant under this Plan.

           SECTION 2.8 Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV under the Savings Plan or any equivalent fixed income fund thereunder which is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor to such fund

           SECTION 2.9 Participant .

          (a) For purposes of Section 3.1 of the Plan, the term “Participant” shall mean a Profit Sharing Employee whose Post-1996 Profit Sharing Contributions for a Plan Year are limited by (i) the application of Section 401(a)(17) or 415 of the Code or (ii) are reduced as a result of the limits that apply to Highly Compensated Employees under the terms of the Savings Plan.

          (b) For purposes of Section 3.2 of the Plan, the term “Participant” shall mean an Employer Added Employee whose Retirement Contributions for a Plan Year are limited by the application of Section 401(a)(17) or 415 of the Code.

           SECTION 2.10 Plan shall mean the Hamilton Beach Brands, Inc. Excess Retirement Plan as herein set forth or as duly amended.

           SECTION 2.11 Plan Administrator shall mean the Administrative Committee appointed under the Savings Plan.

           SECTION 2.12 Plan Year shall mean the calendar year.

           SECTION 2.13 Profit Sharing Employee shall mean a participant in the Savings Plan who is eligible for Post-1996 Profit Sharing Contributions.

           SECTION 2.14 Savings Plan shall mean the Hamilton Beach Brands, Inc. Employees’ Retirement Savings Plan (401(k)), as the same may be amended from time to time, or any successor thereto.

           SECTION 2.15 Valuation Date shall mean the last business day of each calendar month and any other date chosen by the Plan Administrator.

ARTICLE III
EXCESS RETIREMENT BENEFITS

           SECTION 3.1 Excess Profit Sharing Benefits . Effective for Plan Years commencing on or after January 1, 2008, the Company shall credit to a Sub-Account (the “Excess Profit Sharing Sub-Account”) established for each Participant who is a Profit Sharing Employee, an amount equal to the excess , if any, of (a) the amount of the Company’s Post-1996 Profit Sharing Contribution that would have been made to the profit sharing portion of the Savings Plan on behalf of the Participant if such Plan did not contain (i) the limitations imposed under Sections 401(a)(17) and 415 of the Code and (ii) the limitations applicable to Highly Compensated Employees, over (b) the amount of the Company’s Post-1996 Profit Sharing Contribution that is actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”).

           SECTION 3.2 Employer Added Benefits . For Plan Years commencing on or after January 1, 2008, the Company shall credit to a Sub-Account (the “Excess Employer Added Sub-Account”) established for each Participant who is an Employer Added Employee, an amount equal to the excess, if any, of (i) the amount of the Company’s Retirement Contributions that would have been made to the profit sharing portion of the Savings Plan on behalf of the Participant if such Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code, over (ii) the amount of the Company’s Retirement Contribution that is actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Employer Added Benefits”).

           SECTION 3.3 Participant’s Account . The Company shall establish and maintain on its books an Account for each 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 are otherwise credited to Participants’ Accounts under the Savings Plan;

          (b) Credits to an Excess Employer Added Sub-Account for the Excess Employer Added Benefits described in Section 3.2, which shall be credited to the Sub-Account when an Employer Added Employee is prevented from receiving Retirement Contributions under the Savings Plan;

          (c) Credits to all such Sub-Accounts for the interest and the uplift described in Article IV; and

          (d) Debits for any distributions made from such Sub-Accounts.

ARTICLE IV
INTEREST AND UPLIFT

           SECTION 4.1 Amount of Interest . Subject to Section 4.3, at the end of each calendar month, the Excess Employer Added Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. Notwithstanding the foregoing, such interest credits shall cease as of the last day of the month prior to the date of the payment of such Sub-Account

           SECTION 4.2 Uplift . In addition to the interest described in Section 4.1, the balance in each Participant’s Sub-Accounts as of the last day of the month prior to the payment date (including any interest credits for such month) shall be increased by an additional 15%.

           SECTION 4.3 Changes/Limitations .

          (a) At any time, the Company (with the approval or ratification of the Compensation Committee may change or suspend (i) the interest rate credited to Sub-Accounts hereunder and/or (ii) the amount of the uplift credited to Sub-Accounts hereunder.

          (b) Notwithstanding any provision of the Plan to the contrary, in no event will interest on Accounts for a Plan Year under Section 4.1 be credited at a rate which exceeds 14%.

ARTICLE V
VESTING

           SECTION 5.1 Vesting . A Participant shall always be 100% vested in all amounts credited to his Account hereunder.

ARTICLE VI
DISTRIBUTION OF BENEFITS

           SECTION 6.1 Time and Form of Payment . All amounts credited to a Participant’s Sub-Accounts for each Plan Year (including the Excess Profit Sharing Benefits, the interest and the uplift for such Plan Year that are credited after the end of such Plan Year) shall automatically be paid to the Participant (or his Beneficiary in the event of his death) in the form of a single lump sum payment on March 15th of the immediately following such Plan Year.

ARTICLE VII
BENEFICIARY DESIGNATIONS

           SECTION 7.1 Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant’s death. A Participant must designate a single Beneficiary (or set of Beneficiaries) for all collective Sub-Accounts hereunder. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, the Beneficiary of a Participant for his Account shall be his Beneficiary under the Savings Plan. A person designated by a Participant as his Beneficiary who

or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant’s Beneficiary unless the Participant’s designation specifically provided to the contrary. If two or more persons designated as a Participant’s Beneficiary are in existence with respect to a single Excess Retirement Benefit the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant’s designation specifically provides for a different allocation.

           SECTION 7.2 Change in Beneficiary . A Participant may, at any time and from time to time, change a Beneficiary designation hereunder without the consent of any existing Beneficiary or any other person. Any change in Beneficiary shall be made by giving written notice thereof to the Plan Administrator and any change shall be effective only if received by the Plan Administrator prior to the death of the Participant.

ARTICLE VIII
MISCELLANEOUS

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

           SECTION 8.2 Limitation on Rights of Participants and Beneficiaries — No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Company.

           SECTION 8.3 No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of the Company solely at the will of the Company subject to discharge at any time, with or without cause.

           SECTION 8.4 Payment to Guardian . If a Benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Plan Administrator may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such Benefit.

           SECTION 8.5 Assignment . No right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing,

the Plan Administrator shall honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all or a Participant’s or Beneficiary’s 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 a Participant under the Savings Plan or any other Company-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

           SECTION 8.8 Liability for Payment/Expenses . The Company shall be liable for the payment of the Excess Benefits that are payable hereunder to the Participants. Expenses of administering the Plan shall be paid by the Company.

ARTICLE IX
ADMINISTRATION OF PLAN

           SECTION 9.1 Administration . (a) In general . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular Employee is a Participant, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount of such Benefits. The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the provisions of Sections 9.3 and 9.4 hereof.

          (b) Delegation of Duties . The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator or administrators.

           SECTION 9.2 Regulations . The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, subject only to the provisions of Sections 9.3 and 9.4 hereof, be final and binding on all persons.

           SECTION 9.3 Claims Procedures . The Plan Administrator shall determine the rights of any person to any Excess Retirement Benefits hereunder. Any person who believes that

he has not received the Excess Retirement Benefits to which he is entitled under the Plan 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.

          A written denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include:

	(a)		the specific reasons for the denial;
	(b)		specific reference to pertinent Plan provisions on which the denial is based;
	(c)		a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
	(d)		an explanation of the claim review procedure 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).

          A claimant whose claim is denied (or his duly authorized representative) may within 60 days after receipt of denial of a claim file with the Plan Administrator a written request for a review of such claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, the Compensation Committee 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 shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 9.1(a) above.

          The Compensation Committee shall mail or deliver to the claimant a written decision on the matter based on the facts and the pertinent provisions of the Plan within 60 days after the receipt of the request for review (unless special circumstances require an extension of up to 60 additional days, in which case written notice of such extension shall be given to the claimant prior to the commencement of such extension). Such decision shall be written in a manner calculated to be understood by the claimant, shall state the specific reasons for the decision and the specific Plan provisions on which the decision was based and shall, to the extent permitted by law, be final and binding on all interested persons. 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 of Action/Recovery . Any action taken by the Plan Administrator, the Company or the Compensation Committee 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, and acceptance of any Excess Retirement Benefits under the Plan constitutes acceptance of and agreement to the Plan Administrator’s, the Company’s or the Compensation Committee’s making any appropriate adjustments in future payments to such person (or to recover from such person) any excess payment or underpayment previously made to him.

           SECTION 9.5 Amendment . The Company (with the approval or ratification of the Compensation) may at any time amend any or all of the provisions of this Plan, except that, without the prior written consent of the affected Participant, no such amendment may (i) reduce the amount of any Participant’s Excess Retirement Benefit as of the date of such amendment or (ii) change the payment provisions of Article VI except for changes that accelerate the payment of Benefits hereunder or that are deemed necessary or desirable in order to bring such provisions into compliance with the exceptions to Code Section 409A. Any amendment shall be in the form of a written instrument executed by an officer of the Company on the order of the Compensation Committee. 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 . The Company (with the approval or ratification of the Compensation Committee), 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 affected Participant, no such termination may (ii) reduce the amount of any Participant’s Excess Retirement Benefit as of the date of such termination or (ii) change the payment provisions of Article VI except for changes that accelerate the payment of Benefits hereunder. 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. Subject to the foregoing provisions of this Section, such termination shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice of any termination shall be given to the Participants at a time determined by the Plan Administrator. In the event of such termination, the Company may require the immediate payment of all Excess Retirement Benefits accrued hereunder in the form of a single lump sum payment.

          Executed, this 14 ^th day of December, 2007.

Exhibit 10.9

THE NACCO MATERIALS HANDLING GROUP, INC.
EXCESS RETIREMENT PLAN
(EFFECTIVE JANUARY 1, 2008)

NACCO MATERIALS HANDLING GROUP, INC.
EXCESS RETIREMENT PLAN

     NACCO Materials Handling Group, Inc. (the “Company”) does hereby adopt this NACCO Materials Handling Group, Inc. Excess Retirement Plan effective January 1, 2008:

ARTICLE I — PREFACE

      Section 1.1. Effective Date . The effective date of this Plan is January 1, 2008.

      Section 1.2. Purpose of the Plan . The purpose of this Plan is to provide for certain Employees the benefits they would have received under the Profit Sharing Plan but for (a) the dollar limitation on Compensation taken into account under the Profit Sharing Plan as a result of Section 401(a)(17) of the Code or the deferral of Compensation under this Plan, (b) the limitations imposed under Section 415 of the Code, (c) the limitations under Sections 402(g), 401(k)(3) and 401(m) of the Code and (d) the limitations that apply under the Profit Sharing Plan to the benefits payable to Highly Compensated Employees.

      Section 1.3. Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of North Carolina, except where preempted by federal law.

      Section 1.4. Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

      Section 1.5. 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 Excess Matching Sub-Account and the Excess Profit Sharing Sub-Account are 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 Employers do not guarantee to any Participant or Beneficiary any particular tax result with respect to any amounts deferred or 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 Profit Sharing 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 Employer 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 the Beneficiary(ies) designated (or deemed designated) under the Profit Sharing Plan.

      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 Profit Sharing Plan, which is earned with respect to services performed by a Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year). An election to defer a Bonus under this Plan must be made before the period in which the services are performed which gives rise to such Bonus.

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

      Section 2.5. Compensation shall have the same meaning as under the Profit Sharing 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. Employer shall mean the Company and NMHG Oregon, LLC.

      Section 2.7. Excess Retirement Benefit or Benefit shall mean an Excess Profit Sharing Benefit, Excess 401(k) Benefit or Excess Matching Benefit (all as described in Article III) which is payable to or with respect to a Participant under this Plan.

      Section 2.8. Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV investment fund under the Profit Sharing Plan or any equivalent fixed income fund thereunder which is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor thereto.

      Section 2.9. 401(k) Employee shall mean an Employee of an Employer who is a Participant in the Profit Sharing Plan who is eligible to receive Before-Tax Contributions and Matching Employer Contributions thereunder.

      Section 2.10. Key Employee. Effective April 1, 2008, a Participant shall be classified as a Key Employee if he meets the following requirements:

(a)

The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group Members, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i) (5)) and the Treasury Regulations issued thereunder) at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date

(defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be the definition under Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.

	(b)		The Identification Date for Key Employees is each December 31 st and the Effective Date is the following April 1 st . As such, any Employee who is classified as a Key Employee as of December 31 st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 st .
	(c)		Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

      Section 2.11. Participant .

          (a) For purposes of Section 3.1 of the Plan, the term “Participant” means an Employee of an Employer who is a Participant in the profit sharing portion of the Profit Sharing Plan whose profit sharing benefit for a Plan Year is (i) limited by the application of Section 401(a)(17) or 415 of the Code, (ii) limited by the terms of the Profit Sharing Plan that apply to Highly Compensated Employees (if applicable) or (iii) is reduced as a result of his deferral of Compensation under this Plan.

          (b) For purposes of Sections 3.2 and 3.3 of the Plan, the term “Participant” means a 401(k) Employee (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Profit Sharing Plan, or is unable to receive the maximum amount of Matching Contributions under the Profit Sharing Plan due to the limitations of Section 402(g), 401(a)(17), 401(k)(3) and 401(m) of the Code and (ii) whose base salary or annual base rate of pay for the Plan Year in which a deferral election is effective is at least $125,000.

          (c) The term “Participant” shall also include any other person who has an Account balance hereunder.

      Section 2.12. Plan shall mean the NACCO Materials Handling Group, Inc. Excess Retirement Plan, as herein set forth or as duly amended.

      Section 2.13. Plan Administrator shall mean the Administrative Committee of the Profit Sharing Plan.

      Section 2.14. Plan Year shall mean the calendar year.

      Section 2.15. Profit Sharing Employee shall mean an Employee of an Employer who is a participant in the Profit Sharing Plan and who is eligible for Profit Sharing Contributions.

      Section 2.16. Profit Sharing Plan shall mean the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan or any successor thereto.

      Section 2.17. Termination of Employment means, with respect to any 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 2.18. 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. Effective for Plan Years commencing on or after January 1, 2008, each Employer shall credit to a Sub-Account (the “Excess Profit Sharing Sub-Account”) established for each Participant who is both an Employee of such Employer and a Profit Sharing Employee, an amount equal to the excess, if any, of (i) the amount of the Employer’s Profit Sharing Contribution which would have been made to the profit sharing portion of the Profit Sharing Plan on behalf of the Participant if (1) such 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 and (2) the term “Compensation” (as defined in Section 2.5 hereof) were used for purposes of determining the amount of profit sharing contributions under the Profit Sharing Plan, over (ii) the amount of the Employer’s Profit Sharing Contribution which is actually made to such Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”).

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

          (a) Amount of Excess 401(k) Benefits . Each 401(k) Employee who is a Participant may, prior to each December 31 ^st , by completing an approved deferral election form, direct his Employer to reduce his Compensation for the next Plan Year by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Profit Sharing Plan for such Plan Year by reason of the application of the limitations under Sections 402(g), 401(a)(17) and 401(k)(3) of the Code or any other limits applicable to Highly Compensated Employees under the Profit Sharing Plan. All amounts deferred under this Section shall be referred to herein collectively as the “Excess 401(k) Benefits.” Notwithstanding the foregoing, a 401(k) Employee’s direction to reduce a Bonus earned during a particular Plan Year shall be made no later than December 31 ^st of the Plan Year preceding the Plan Year in which the Bonus commences to be earned. Elections to defer Bonuses earned in 2007 that were made under the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan prior to December 31, 2006 and shall continue in effect hereunder; provided, however, that the payment of those amounts shall be as specified in Article VII hereof.

          (b) Consequences of Deferral Election . Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation

otherwise payable to the Participant for the Plan Year for which the deferral election form is effective and the Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be credited to the Participant’s Excess 401(k) Sub-Account hereunder. Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation earned in subsequent Plan Years. A new deferral election shall be required for each Plan Year under the Plan.

          (c) Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year shall be calculated monthly and shall be further divided into the “Basic Excess 401(k) Benefits” and the “Additional Excess 401(k) Benefits” as follows:

          (i) The Basic Excess 401(k) Benefits shall be determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the 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.

      Section 3.3. Excess Matching Benefits . A 401(k) Employee who is a Participant shall have credited to his Excess Matching Sub-Account an amount equal to the Matching Employer Contributions attributable to the Excess 401(k) Benefits that he is prevented from receiving under the Profit Sharing Plan because of the limitations of Code Sections 402(g), 401(a)(17), 401(k)(3) and 401(m) of the Code (the “Excess Matching Benefits”).

ARTICLE IV — ACCOUNTS

      Section 4.1. Participants’ Accounts . Each Employer shall establish and maintain on its books an Account for each 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 are otherwise credited to Participants’ accounts under the Profit Sharing 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 when a 401(k) Employee is prevented from making a Before-Tax Contribution under the Profit Sharing Plan.

          (c) Credits to an Excess Matching Sub-Account for the Excess Matching Benefits described in Section 3.3, which amounts shall be credited to the Sub-Account when a 401(k) Employee is prevented from receiving Matching Employer Contributions under the Profit Sharing Plan.

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

          (e) 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 while an amount is credited to a Sub-Account hereunder, the Excess 401(k) and Excess Matching Sub-Accounts of all Participants 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 Matching 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 Company (with the approval or ratification of the Company’s Compensation Committee) 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 . A 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 a 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 (but except as otherwise provided in Article XI), an Employer shall not be required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize the ability of the Employer to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.
	(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.

ARTICLE VIII — MISCELLANEOUS

      Section 8.1. Liability of Employers . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between an Employer and any Participant, 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 any Participant or Beneficiary on any assets of an Employer. The Employers shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Employers for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Employers prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of his Employer. The amount standing to the credit of any 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 Participants. A Participant continues to be an Employee of an Employer solely at the will of such Employer 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 Employers from all liability with respect to such Benefit.

      Section 8.5. Assignment .

          (a) Subject to Subsection (b), no right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.

          (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 a Participant’s or Beneficiary’s vested interest under this Plan to an “alternate payee” as defined in Code Section 414(p).

      Section 8.6. Severability . If any provision of this Plan or the application thereof to any circumstance(s) or person(s) is held to be invalid by a court of competent 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 a Participant under the Profit Sharing Plan or any other Employer 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 Participants or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular employee is a Participant, and (ii) to determine if a person is entitled to 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 (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 (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 (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 (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) 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 affected 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 (without the consent of any Employer but with the approval or ratification of the Compensation Committee), 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 affected Participant, no such termination may (i) reduce the amount of any 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. Subject to the foregoing provisions of this Section, such termination shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice of any termination shall be given to the Participants as soon as practicable after the instrument is executed.

          (b) Notwithstanding anything in the Plan to the contrary, in the event of a termination of the Plan (or any portion thereof), the Company, in its sole and absolute discretion, shall have the right to change the time and form of distribution of Participants’ Excess Retirement Benefits but only to the extent such change is permitted by Code Section 409A and Treasury Regulations or other guidance issued thereunder.

ARTICLE X —
ADOPTION BY OTHER EMPLOYERS, TRANSFERS AND GUARANTEES

      Section 10.1. In general. The provisions of this Article shall apply notwithstanding any other provision of the Plan to the contrary.

      Section 10.2. Adoption of Plan by other Employers/Withdrawal.

          (a) Any Controlled Group Member may adopt the Plan with the written consent of the Company (with the approval or ratification of the NACCO Industries, Inc. Benefits Committee). Any such adopting employer must (i) execute an instrument evidencing such adoption and (ii) file a copy of such Instrument with the Plan Administrator. Such adoption may be subject to such terms and conditions as the Company requires or approves. Notwithstanding the foregoing, any Employer that previously adopted The NACCO Materials Handling Group, Inc. Unfunded Benefit Plan shall automatically be deemed to have adopted this Plan without further action by such Employer. By this adoption of the Plan, Employers other than the Company shall be deemed to authorize the Company to take any actions within the authority of the Company under the terms of the Plan.

          (b) Notwithstanding the foregoing, in the case of any Employer that adopts the Plan and thereafter (i) ceases to exist, (ii) ceases to be a Controlled Group Member or (iii) withdraws or is eliminated from the Plan, it shall not thereafter be considered an Employer hereunder provided, however, that such terminating Employer shall continue to be an Employer for the purposes hereof as to Participants or Beneficiaries to whom it owes obligations hereunder.

          (c) Any Employer (other than the Company) that adopts this Plan may elect separately to withdraw from the Plan and such withdrawal shall constitute a termination of the Plan as to it; provided, however, that (i) such terminating Employer shall continue to be an Employer for the purposes hereof as to Participants or Beneficiaries to whom it owes obligations hereunder, and (ii) such termination shall be subject to the limitations and other conditions described in Section 9.6, treating the Employer as if it were the Company.

      Section 10.3. Expenses. The expenses of administering the Plan shall be paid by the Employers, as directed by the Company.

      Section 10.4. Liability for Payment/Transfers of Employment.

          (a) Subject to the provisions of Subsections (b) and (c) hereof, each Employer shall be liable for the payment of the Excess Retirement Benefits which are payable hereunder to or on behalf of its Employees.

          (b) Notwithstanding the foregoing, if an Excess Retirement Benefit payable to or on behalf of a Participant is based on the Participant’s employment with more than one Employer the following provisions shall apply:

          (i) Upon a transfer of employment, the Participant’s Sub-Accounts shall be transferred from the prior Employer to the new Employer and Excess Retirement Benefits (and earnings) shall continue to be credited to the Sub-Accounts following the transfer (to the extent otherwise required under the terms of the Plan). Subject to Section 10.4(b)(ii)(3), the last Employer of the Participant shall be responsible for processing the payment of the entire amount which is allocated to the Participant’s Sub Accounts hereunder; and

          (ii) Notwithstanding the provisions of clause (i), (1) each Employer shall be solely liable for the payment of the amounts credited to a Participant’s Account which were earned by the Participant while he was employed by that Employer; (2) each Employer (unless it is insolvent) shall reimburse the last Employer for its allocable share of the Participant’s distribution; (3) if any responsible Employer is insolvent at the time of distribution, the last Employer shall not be required to make a distribution to the Participant with respect to amounts which are allocable to service with that Employer (until the payment date specified in Section 7.5(c)); and (4) each Employer shall (to the extent permitted by applicable law) receive an income tax deduction for the Employer’s allocable share of the Participant’s distribution.

          (c) Notwithstanding the foregoing, in the event that NMHG Oregon, LLC is unable or refuses to satisfy its obligations hereunder with respect to the payment of Excess Retirement Benefits to its Employees, the Company (unless it is insolvent) shall guarantee and be responsible for the payment thereof.

          EXECUTED, this 14 ^th day of December, 2007.

Exhibit 10.10

THE KITCHEN COLLECTION, LLC
EXCESS RETIREMENT PLAN
( EFFECTIVE JANUARY 1, 2008)

THE KITCHEN COLLECTION, LLC
EXCESS RETIREMENT PLAN

          The Kitchen Collection, Inc. (to be known as The Kitchen Collection, LLC effective January 1, 2008 or such later date specified in the applicable certificate of merger) (the “Company”) does hereby adopt this Excess Retirement Plan effective January 1, 2008.

ARTICLE I
PREFACE

     Section 1.1 Effective Date . The effective date of this Plan is January 1, 2008.

     Section 1.2 Purpose of the Plan . The purpose of this Plan is to provide for certain Employees the benefits they would have received under the Savings Plan but for (a) the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415 or (b) as a result of their deferral of Compensation hereunder.

     Section 1.3 Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

     Section 1.4 Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

     Section 1.5 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 Excess Matching Sub-Account and the Excess Profit Sharing Sub-Account are 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 the 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 any particular tax result to Participants or Beneficiaries with respect to any amounts deferred or 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 Savings Plan as they may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly required by the context of this Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this Plan.

     Section 2.1 Account shall mean the record maintained in accordance with Section 3.4 by the Company 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 the Beneficiary(ies) designated (or deemed designated) under the Savings Plan.

     Section 2.3 Bonus shall mean any bonus under the Company’s Annual Incentive Compensation Plan that would be taken into account as Compensation under the Savings Plan, which is earned with respect to services performed by a Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year). An election to defer a Bonus under this Plan must be made before the period in which the services are performed which gives rise to such Bonus.

     Section 2.4 Company shall mean The Kitchen Collection, Inc. or any entity that succeeds The Kitchen Collection, Inc. by merger, reorganization or otherwise. Effective January 1, 2008 (or such other date specified in the applicable certificate of merger), the Company shall be known as The Kitchen Collection, LLC.

     Section 2.5 Compensation shall have the same meaning as under the Savings Plan, except that Compensation shall be deemed to include (a) the amount of compensation deferred by the Participant under this Plan and (b) amounts in excess of the limitation imposed by Code Section 401(a)(17). Notwithstanding the foregoing, the timing and crediting of Bonuses hereunder shall be as specified in Section 3.1.

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

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

     Section 2.8 Key Employee . Effective April 1, 2008, a Participant shall be classified as a Key Employee if he meets the following requirements:

•

The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group Members, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i) (5)) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below).

When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be the definition contained in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(A)(i) shall be 60 instead of 50.

	•		The Identification Date for Key Employees is each December 31 st and the Effective Date is the following April 1 st . As such, any Employee who is classified as a Key Employee as of December 31 st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 st .
	•		Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

     Section 2.9 Participant.

          (a) For purposes of Sections 3.1 through 3.3 of the Plan, the term Participant shall mean a participant in the Savings Plan (i) who is unable to make all of the Salary Deferral Contributions that he has elected to make to the Savings Plan, or unable to receive the maximum amount of Matching Company Contributions under the Savings Plan, or unable to receive the maximum amount of Profit Sharing Contributions under the Savings Plan because of the limitations imposed under Section 402(g), 401(a)(17), 401(k)(3), 401(m) or 415 of the Code or as a result of his deferral of Compensation under this Plan; (ii) whose total compensation from the Controlled Group for the year in which the deferral election is required is at least $125,000; and (iii) who is designated as a Participant in this Plan by the President of the Company.

          (b) The term “Participant” shall also include any other person who has an Account balance hereunder.

     Section 2.10 Plan shall mean The Kitchen Collection, LLC Excess Retirement Plan, as herein set forth or as duly amended.

     Section 2.11 Plan Administrator shall mean the Administrative Committee appointed under the Savings Plan.

     Section 2.12 Plan Year shall mean the calendar year.

     Section 2.13 Savings Plan shall mean The Kitchen Collection, Inc. Retirement Savings Plan (or any successor plan).

     Section 2.14 Termination of Employment shall mean, with respect to any 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 2.15 Valuation Date shall mean the last business 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 Basic and Additional Excess 401(k) Benefits .

          (a) Amount of Excess 401(k) Benefits . For periods on and after January 1, 2008, each Participant may, prior to each December 31st, by completing an approved deferral election form, direct the Company to reduce his Compensation for the next Plan Year, by the difference between (i) a certain percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Salary Deferral Contributions actually permitted to be contributed for him to the Savings Plan by reason of the application of the limitations under Sections 402(g), 401(a)(17), 401(k)(3) and 415 of the Code (which amounts shall be referred to as the “Excess 401(k) Benefits”). Notwithstanding the foregoing, a Participant’s direction to reduce a Bonus earned during a particular Plan Year shall be made no later than December 31 ^st of the Plan Year preceding the Plan Year in which the Bonus commences to be earned. Elections to defer Bonuses that were earned in 2007 were made prior to December 31, 2006 under The Kitchen Collection, Inc. Deferred Compensation Plan for Management Employees and shall continue in effect hereunder; provided, however, that the payment of those amounts shall be as specified in Article VI hereof.

          (b) Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year shall be calculated monthly and shall be further divided into the “Basic Excess 401(k) Benefits” and the “Additional Excess 401(k) Benefits” as follows:

	(i)		The Basic Excess 401(k) Benefits shall be determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year or 6% and the denominator of which is the percentage of Compensation elected to be deferred; and
	(ii)		The Additional Excess 401(k) Benefits (if any) shall be determined by multiplying such Excess 401(k) Benefit by a fraction, the numerator of which is the excess (if any) of (1) the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year over (2) 6%, and the denominator of which is the percentage of Compensation elected to be deferred.

The Basic Excess 401(k) Benefits shall be credited to the Basic Excess 401(k) Sub-Account under this Plan and the Additional Excess 401(k) Benefits shall be credited to the Additional

Excess 401(k) Sub-Account hereunder. The Basic and Additional Excess 401(k) Sub-Accounts shall be referred to collectively as the “Excess 401(k) Sub-Account.”

          (c) Consequences of Deferral Election . Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable to the Participant for the Plan Year for which the deferral election form is effective, and the Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be credited to the Participant’s Basic and Additional Excess 401(k) Sub-Accounts (as applicable) hereunder. Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation that is earned in subsequent Plan Years. A new deferral election will be required for each Plan Year.

     Section 3.2 Excess Matching Benefits . A Participant shall have credited to his Excess Matching Sub-Account an amount equal to the Matching Company Contributions attributable to his Basic Excess 401(k) Benefits that he is prevented from receiving under the Savings Plan because of the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415 of the Code (the “Excess Matching Benefits”).

     Section 3.3 Excess Profit Sharing Benefits . Effective for Plan Years commencing on or after January 1, 2008, a Participant shall have credited to his Excess Profit Sharing Sub-Account an amount equal to the excess, of any, of (i) the Profit Sharing Contribution which would have been made to the Savings Plan if such Plan did not contain the limitations imposed under Code Sections 401(a)(17) and 415 and the term “Compensation” (as defined in Section 2.5 of this Plan) were used for purposes of determining the amount of Profit Sharing Contributions under the Savings Plan, over (ii) the amount of Profit Sharing Contributions which are actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”).

     Section 3.4 Participant’s Accounts . The Company shall establish and maintain on its books an Account for each Participant which shall contain the following entries:

          (a) Credits to a Basic Excess 401(k) Sub-Account for the Basic Excess 401(k) Benefits described in Section 3.1(b)(i), which shall be credited to the Sub-Account when a Participant is prevented from making a Salary Deferral Contribution under the Savings Plan.

          (b) Credits to an Excess Matching Sub-Account for the Excess Matching Benefits described in Section 3.2, which shall be credited to the Sub-Account when a Participant is prevented from receiving Matching Company Contributions under the Savings Plan.

          (c) Credits to an Additional Excess 401(k) Sub-Account for the Additional Excess 401(k) Benefits described in Section 3.1(b)(ii), which shall be credited to the Sub-Account when a Participant is prevented from making a Salary Deferral Contribution under the Savings Plan.

          (d) Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.3, which shall be credited to the Sub-Account at the time the

Profit Sharing Contributions are otherwise credited to the Participant’s account under the Savings Plan.

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

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

ARTICLE IV
EARNINGS/UPLIFT

     Section 4.1 Earnings . Subject to Section 4.3, at the end of each calendar month during a Plan Year, the Excess 401(k) Sub-Account and Excess Matching Sub-Account of each Participant shall be credited with earnings in an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. However, no earnings shall be credited for the month in which the Participant receives a distribution from his Sub-Account.

     Section 4.2 Uplift on Plan Payments . In addition to the earnings described in Section 4.1, the balance of the Basic Excess 401(k) Sub-Account, The Excess Matching 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 4.3 Changes/Limitations .

          (a) The Compensation Committee 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 described in Section 4.2) be credited at a rate which exceeds 14%.

ARTICLE V
VESTING

     Section 5.1 Vesting . All Participants shall be immediately 100% vested in all amounts credited to their Account hereunder.

ARTICLE VI
DISTRIBUTION OF BENEFITS

     Section 6.1 Time and Form of Payment . All amounts credited to a Participant’s Sub-Accounts for each Plan Year (including the Excess Profit Sharing Benefits for the Plan Year, the uplift and any earnings that are credited after the end of the Plan Year) shall automatically be

paid to the Participant (or his Beneficiary) in the form of a single lump sum payment on March 15 ^th of the immediately following Plan Year.

     Section 6.2 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 any 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, distributions to Key Employees 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 7.5) 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 10 days following the 1 st day of the 7th month following Termination of Employment.
	(d)		Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments of Sub-Accounts that are subject to Code Section 409A 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.

     Section 6.3 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 therefrom by any government or governmental agency.

ARTICLE VII
MISCELLANEOUS

     Section 7.1 Liability of Company . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company and any Participant, Beneficiary or any other person.

     Section 7.2 Limitation on Rights of Participants and Beneficiaries — No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Company.

     Section 7.3 No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of the Company solely at the will of the Company subject to discharge at any time, with or without cause.

     Section 7.4 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 7.5 Assignment . No right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, the Plan Administrator shall honor a qualified domestic relations order (“QDRO”) from a state domestic relations court which requires the payment of part of all or a Participant’s or Beneficiary’s Account under this Plan to an “alternate payee” as defined in Code Section 414(p).

     Section 7.6 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 7.7 Effect on Other Benefits . Benefits payable to or with respect to a Participant under the Savings Plan or any other Company-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

     Section 7.8 Liability for Payment/Expenses . The Company shall be liable for the payment of the Excess Retirement Benefits that are payable hereunder. Expenses of administering the Plan shall be paid by the Company.

ARTICLE VIII
ADMINISTRATION OF PLAN

     Section 8.1 Administration . (a) In general . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have sole and absolute discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular employee is a Participant, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the claims procedures outlined in Section 8.3 hereof.

          (b) Delegation of Duties . The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator or administrators.

     Section 8.2 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 claims procedure outlined in Section 8.3 hereof, be final and binding on all persons.

     Section 8.3 Claims Procedures . The Plan Administrator shall determine the rights of any person to any Excess Retirement Benefits hereunder. Any person who believes that he has not received the Excess Retirement Benefits to which he is entitled under the Plan may file a claim in writing with the Plan Administrator. The Plan Administrator shall, no later than 90 days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension of time is given to the claimant within the first 90 day period), either allow or deny the claim in writing.

          A denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include:

(a)

the specific reasons for the denial;

	(b)		specific reference to pertinent Plan provisions on which the denial is based;
	(c)		a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
	(d)		an explanation of the claim review procedure 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).

          A claimant whose claim is denied (or his duly authorized representative) may within 60 days after receipt of denial of a claim file with the Plan Administrator a written request for a review of such claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, the Compensation Committee (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 (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 8.1(a) above.

          The Compensation Committee (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 shall, to the extent permitted by law, 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 8.4 Revocability of Action . Any action taken by the Plan Administrator or the Compensation Committee 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 Excess Retirement 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 8.5 Amendment . The Company (with the approval or ratification of the Compensation Committee) may at any time amend any or all of the provisions of this Plan,

except that, without the prior written consent of the affected 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 VI 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 (in a manner permitted by Code Section 409A but solely with respect to Sub-Accounts that are subject to 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 8.6 Termination .

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 affected Participant, no such termination may (i) reduce the amount of any Participant’s vested Benefit as of the date of such termination or (ii) alter the time of payment provisions described in Article VI of the Plan, except for a termination that accelerates the time of payments (in a manner permitted by Code Section 409A, solely for the Sub-Accounts that are subject to Code Section 409A). Any such termination shall be expressed in the form of a written instrument executed by an officer of the Company, with the approval or ratification of the Compensation Committee. 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 provided to the Participants at a time determined by the Plan Administrator.

     Executed this 14 ^th day of December, 2007.

Exhibit 10.11

THE NORTH AMERICAN COAL CORPORATION
EXCESS RETIREMENT PLAN
(EFFECTIVE JANUARY 1, 2008)

THE NORTH AMERICAN COAL CORPORATION
EXCESS RETIREMENT PLAN

          The North American Coal Corporation (the “Company”) does hereby adopt this Excess Retirement Plan, effective January 1, 2008.

ARTICLE I.
INTRODUCTION

Section 1.01 Effective Date . The effective date of this Plan is January 1, 2008.

Section 1.02 Purpose of the Plan . The purpose of this Plan is to provide for certain Employees the benefits they would have received under the Savings Plan but for (a) the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415, (b) the deferral of Compensation under this Plan or (c) the limitations that apply to the benefits payable to certain Highly Compensation Employees.

Section 1.03 Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

Section 1.04 Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

Section 1.05 Status of Plan . This document is classified as a single “plan” for purposes of recordkeeping, the Code and the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). For purposes of the federal securities laws, however, this document shall be classified as two separate “plans.” One plan shall consist of the Accounts of those persons who satisfy the requirements of an “accredited investor” or a “sophisticated purchaser” under Rule 506 of the Securities Act of 1933 and the other plan shall consist of the Accounts of all other Plan Participants.

Section 1.06 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 Excess Matching Sub-Account and the Excess Profit Sharing Sub-Account are 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 the 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 Employers do not guarantee to Participants or Beneficiaries any particular tax result with respect to any amounts deferred or 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 Savings Plan as they may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly required by the context of this Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this Plan.

Section 2.01 Account shall mean the record maintained in accordance with Section 3.05 by the Employer 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.

Section 2.02 Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VII hereof.

Section 2.03 Benefits Committee shall mean the NACCO Industries, Inc. Benefits Committee.

Section 2.04 Bonus shall mean any bonus under the Company’s annual incentive compensation plan(s) that would be taken into account as Compensation under the Savings Plan, which is earned with respect to services performed by a Participant during a Plan Year (whether or not such Bonus is actually paid to the Participant during such Plan Year). An election to defer a Bonus under this Plan must be made before the period in which the services are performed which gives rise to such Bonus.

Section 2.05 Company shall mean The North American Coal Corporation or any entity that succeeds The North American Coal Corporation by merger, reorganization or otherwise.

Section 2.06 Compensation shall have the same meaning as under the Savings Plan, except that Compensation shall be deemed to include (a) the amount of compensation deferred by the Participant under this Plan and (b) amounts in excess of the limitation imposed by Code Section 401(a)(17). Notwithstanding the foregoing, the timing and crediting of Bonuses hereunder shall be as specified in Section 3.01.

Section 2.07 Compensation Committee shall mean the Compensation Committee of the Board of Directors of the Company.

Section 2.08 Employer shall mean the Company and any other Controlled Group Member that adopts this Plan pursuant to Section 8.07.

Section 2.09 Excess Retirement Benefit or Benefit shall mean an Excess Profit Sharing Benefit, an Excess 401(k) Benefit or an Excess Matching Benefit (all as described in Article III) that is payable to or with respect to a Participant under this Plan.

Section 2.10 Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV investment fund under the Savings Plan or any equivalent fixed income fund thereunder which is designated by the NACCO Industries, Inc. Retirement Funds Investment Committee as the successor thereto.

Section 2.11 Key Employee . Effective April 1, 2008, a Participant shall be classified as a Key Employee if he meets the following requirements :

	•		The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group Members, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5)) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be as defined in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.
	•		The Identification Date for Key Employees is each December 31 st and the Effective Date is the following April 1 st . As such, any Employee who is classified as a Key Employee as of December 31 st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 st .
	•		Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

Section 2.12 NACCO shall mean NACCO Industries, Inc.

Section 2.13 Participant .

	(a)		For purposes of Sections 3.01 and 3.02 of the Plan, the term “Participant” means an Employee of an Employer (other than a San Miguel Employee or a Florida Dragline Employee) who is a Participant in the Savings Plan (i) who is unable to make all of the Before-Tax Contributions that he has elected to make to the Savings Plan, or is unable to receive the maximum amount of Matching Contributions under the Savings Plan because of the limitations of Code Section 402(g), 401(a)(17), 401(k)(3), 401(m) or 415 or as a result of his deferral of Compensation under this Plan; (ii) who is in salary grade 14 or above; and (iii) whose total compensation from the Controlled Group for the year in which a deferral election is required is at least $125,000.
	(b)		For purposes of Section 3.03 of the Plan, the term “Participant” means an Employee of an Employer (i) who is a Salaried Profit Sharing Employee under the Savings Plan and (ii) whose Profit Sharing Contribution under the Savings Plan (A) is limited by the application of Code Section 401(a)(17) or 415, (B) is reduced due to his deferral of

			Compensation under this Plan or (C) is limited by the terms of the Savings Plan that apply to Highly Compensated Employees (if applicable).
	(c)		The term “Participant” shall also include any other person who has an Account balance hereunder.

Section 2.14 Plan shall mean The North American Coal Corporation Excess Retirement Plan, as herein set forth or as duly amended.

Section 2.15 Plan Administrator shall mean the Administrative Committee appointed under the Savings Plan.

Section 2.16 Plan Year shall mean the calendar year.

Section 2.17 Savings Plan shall mean The North American Coal Corporation Retirement Savings Plan (or any successor plan).

Section 2.18 Termination of Employment shall mean, with respect to any Participant’s relationship with the Company and the Controlled Group Members, a separation from service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).

Section 2.19 Valuation Date shall mean the last business day of each calendar quarter and any other date chosen by the Plan Administrator.

ARTICLE III.
EXCESS RETIREMENT BENEFITS — CALCULATION OF AMOUNT

Section 3.01 Basic and Additional Excess 401(k) Benefits .

	(a)		Amount of Excess 401(k) Benefits . For periods on and after January 1, 2008, each Participant may, on or prior to each December 31 st , by completing an approved deferral election form, direct his Employer to reduce his Compensation for the next Plan Year by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Savings Plan for such Plan Year by reason of the application of the limitations under Code Sections 402(g), 401(a)(17), 401(k)(3) and 415. All amounts deferred under this Section shall be referred to herein collectively as the “Excess 401(k) Benefits.” Notwithstanding the foregoing, (1) a Participant’s direction to reduce a Bonus earned during a particular Plan Year shall be made no later than December 31 st of the Plan Year preceding the Plan Year in which the Bonus commences to be earned and (2) elections to defer Bonuses earned in 2007 that were made under The North American Coal Corporation Deferred Compensation Plan for Management Employees prior to December 31, 2006 shall continue in effect hereunder; provided, however, that the payment of those amounts shall be as specified in Article VI hereof.
	(b)		Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year shall be calculated per pay period 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 5% and the denominator of which is the percentage of Compensation elected to be deferred; and
	(ii)		The Additional Excess 401(k) Benefits (if any) shall be determined by multiplying such Excess 401(k) Benefit by a fraction, the numerator of which is the excess (if any) of (1) the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year over (2) 5%, and the denominator of which is the percentage of Compensation elected to be deferred.
	(iii)		The Basic Excess 401(k) Benefits shall be credited to the Basic Excess 401(k) Sub-Account under this Plan and the Additional Excess 401(k) Benefits shall be credited to the Additional Excess 401(k) Sub-Account hereunder. The Basic and Additional Excess 401(k) Sub-Accounts shall be referred to collectively as the “Excess 401(k) Sub-Account.”

(c)

Consequences of Deferral Election . Any direction by a Participant to defer Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable to the Participant during the Plan Year for which the deferral election form is effective, and the Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be credited to the Participant’s Excess 401(k) Sub-Account hereunder. Any such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but shall have no effect on Compensation that is earned in subsequent Plan Years. A new deferral election will be required for each Plan Year.

Section 3.02 Excess Matching Benefits . A Participant shall have credited to his Excess Matching Sub-Account an amount equal to the Matching Contributions attributable to his Basic Excess 401(k) Benefits that he is prevented from receiving under the Savings Plan because of the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415 or as a result of his deferral of Compensation under this Plan (the “Excess Matching Benefits”). .

Section 3.03 Excess Profit Sharing Benefits . Effective for Plan Years commencing on or after January 1, 2008, each Employer shall credit to a Sub-Account (the “Excess Profit Sharing Sub-Account”) established for each Participant who is an Employee of such Employer, an amount equal to the excess, if any, of (i) the amount of the Employer’s Profit Sharing Contribution that would have been made to the Savings Plan on behalf of the Participant for a Plan Year if (1) such Plan did not contain the limitations imposed under Code Sections 401(a)(17) and 415 or any limits on the Profit Sharing Contributions provided to Highly Compensated Employees and (2) the term “Compensation” (as defined in Section 2.06 hereof) were used for purposes of determining the amount of Profit Sharing Contributions under the Savings Plan, over (ii) the amount of the Employer’s Profit Sharing Contribution that is actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”).

Section 3.04 Participants’ Accounts . Each Employer shall establish and maintain on its books for each Participant who is an Employee of such Employer an Account which shall contain the following entries:

	(a)		Credits to a Basic or Additional Excess 401(k) Sub-Account (as applicable) for the Excess 401(k) Benefits described in Section 3.01, which shall be credited to the Sub-Account when a Participant is prevented from making a Before-Tax Contribution under the Savings Plan;
	(b)		Credits to an Excess Matching Sub-Account for the Excess Matching Benefits described in Section 3.02, which shall be credited to the Sub-Account when a Participant is prevented from receiving Matching Contributions under the Savings Plan;
	(c)		Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.03, which shall be credited to the Sub-Account at the time the Profit Sharing Contributions are otherwise credited to Participants’ accounts under the Savings Plan;
	(d)		Credits to all Sub-Accounts for the earnings and the upliftdescribed in Article IV; and
	(e)		Debits for any distributions made from the Sub-Accounts.

Section 3.05 Statements . Participants shall be provided with statements of their Account balances at least once each Plan Year.

ARTICLE IV.
EARNINGS/UPLIFT

Section 4.01 Amount of Earnings.

Subject to Section 4.03, at the end of each calendar month during a Plan Year, the Excess 401(k) Sub-Account and the Excess Matching Sub-Account of each Participant shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by the blended rate earned during such month by the Fixed Income Fund. However, no earnings shall be credited for the month in which a Participant receives a distribution from his Sub-Account.

Section 4.02 Uplift on Plan Payments . In addition to the earnings described in Section 4.01, the balance of the Basic Excess 401(k) Sub-Account, the Excess Matching 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 4.03 Changes/Limitations .

	(a)		The Compensation Committee 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 described in Section 4.02) be credited at a rate which exceeds 14%.

ARTICLE V.
VESTING

Section 5.01 Vesting A Participant shall always be 100% vested in the amounts credited to his Account hereunder.

ARTICLE VI.
TIME AND FORM OF PAYMENT

Section 6.01 Time and Form of Payment. All amounts credited to a Participant’s Sub-Accounts for each Plan Year (including the Excess Profit Sharing Benefits, earnings and the uplift that are credited after the end of a Plan Year) shall automatically be paid to the Participant (or his Beneficiary in the event of his death) in the form of a single lump sum payment on March 15 ^th of the immediately following Plan Year.

Section 6.02 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 Employer 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 Employer 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, an Employer shall not be required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize the ability of the Employer to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.
	(c)		Key Employees . Notwithstanding any provision of the Plan to the contrary, to the extent the payment of a particular Sub-Account is subject to the requirements of Code Section 409A, the distribution of such Sub-Account to Key Employees made on account of a Termination of Employment may not be made before the 1 st day of the 7 th 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 8.05) or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (d) below). Any

			Benefits 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 10 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 the payment of a particular Sub-Account is subject to the requirements of Code Section 409A, the payment of such Sub-Account 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, or the exceptions to, Code Section 409A; provided that the amount of such payment from any Sub-Account that is subject to the requirements of Code Section 409A may not exceed the amount required to be included as income as a result of the failure to comply with Code Section 409A.

Section 6.03 Liability for Payment/Expenses . The Employer by which the Participant was last employed prior to his payment date under the Plan shall process and pay all Excess Retirement Benefits hereunder to or on behalf of such Participant, but such Employer’s liability shall be limited to its proportionate share of such amount, as hereinafter provided. If the Excess Retirement Benefits payable to or on behalf of a Participant are based on the Participant’s employment with more than one Employer, the liability for such Benefits shall be shared by all such Employers (by reimbursement to the Employer making such payment) as may be agreed to among them in good faith (taking into consideration the Participant’s service and Compensation paid by each such Employer) and as will permit the deduction (for purposes of federal income tax) by each such Employer of its portion of the payments made and to be made hereunder. Expenses of administering the Plan shall be paid by the Employers, as directed by the Company.

Section 6.04 Withholding/Taxes . To the extent required by applicable law, the Employers shall withhold from the Excess Retirement Benefits hereunder any income, employment or other taxes required to be withheld there from by any government or government agency.

ARTICLE VII.
BENEFICIARIES

Section 7.01 Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with and received by the Plan Administrator prior to the Participant’s death. A single Beneficiary designation must be made for the Participant’s entire Account hereunder. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, the Beneficiary of a Participant for his Excess Retirement Benefits shall be the estate of the last to die of the Participant and his Beneficiaries. If two or more persons designated as a Participant’s Beneficiary are in existence with respect to a single Sub-Account, the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant’s designation specifically provides for a different allocation. Any change in Beneficiary shall be made by giving written notice thereof to the Plan

Administrator and any change shall be effective only if received by the Plan Administrator prior to the death of the Participant.

Section 7.02 Distributions to Beneficiaries . The Excess Retirement Benefit payable to a Participant’s Beneficiary under this Plan shall be equal to the balance in the applicable Sub-Account on the date of the distribution of the Account to the Beneficiary. Excess Retirement Benefits payable to a Beneficiary shall be paid in the form of a lump sum payment on the date such Benefits would otherwise be paid to the Participant under Article VI.

ARTICLE VIII.
MISCELLANEOUS

Section 8.01 Liability of Employers . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between an Employer and any Participant, Beneficiary or any other person.

Section 8.02 Limitation on Rights of Participants and Beneficiaries — No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of an Employer. The Employers shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Employers for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of an Employer prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of his Employer.

Section 8.03 No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment to Participants. A Participant continues to be an Employee of the Employers solely at the will of the Employers subject to discharge at any time, with or without cause.

Section 8.04 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 Employers from all liability with respect to such Benefit.

Section 8.05 Anti-Assignment/Early Payment in the Event of a QDRO .

	(a)		Subject to Subsection (b), no right or interest under this Plan of any Participant or Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.
	(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 a Participant’s or Beneficiary’s Account under this Plan to an “alternate payee” as defined in Code Section 414(p).

Section 8.06 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 8.07 Adoption by Other Employers . Any member of the Controlled Group that is an Employer under the Savings Plan may adopt this Plan with the consent of the Benefits Committee by executing an instrument evidencing its adoption of this Plan on the order of its Board of Directors (or the applicable committee of such Board of Directors) (or its delegate) and filing a copy thereof with the Company. Such adoption may be subject to such terms and conditions as the Benefits Committee requires or approves. Notwithstanding the foregoing, any Employer that previously adopted The North American Coal Corporation Deferred Compensation Plan for Management Employees shall automatically be deemed to have adopted this Plan without any further action on behalf of such Employer.

Section 8.08 Effect on other Benefits . Benefits payable to or with respect to a Participant under the Savings Plan or any other Employer-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

ARTICLE IX.
ADMINISTRATION OF PLAN

Section 9.01 Administration . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have the discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a person is a Participant, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the provisions of Sections 9.03 and 9.04 hereof. The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator or administrators. Pursuant to this delegation power, the Company has appointed the Administrative Committee under the Savings Plan (as it exists from time to time) as the Plan Administrator of this Plan.

Section 9.02 Regulations . The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the

		Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, subject to the provisions of Sections 9.03 and 9.04 hereof, be final and binding on all persons.
		Section 9.03 Claims and Appeals Procedures .

	(a)		The Plan Administrator shall determine the rights of any person to any Excess Retirement Benefits hereunder. Any person who believes that he has not received the Excess Retirement Benefits to which he is entitled under the Plan must file a claim in writing with the Plan Administrator specifying the basis for his claim and the facts upon which he relies in making such a claim. Such a claim must be signed by the claimant or his duly authorized representative (the “Claimant”).
	(b)		Whenever the Plan Administrator denies (in whole or in part) a claim for benefits under the Plan, the Plan Administrator shall transmit a written notice of such decision to the Claimant, 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). Such notice shall be written in a manner calculated to be understood by the Claimant and shall state (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 Plan’s 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)		Within 60 days after receipt of denial of a claim, the Claimant must file with the Plan Administrator a written request for a review of such claim. If such an appeal is not filed 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, a named fiduciary designated by the Plan Administrator 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 named fiduciary shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 9.01 above. The named fiduciary 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 (i) shall be written in a manner calculated to be understood by the Claimant, (ii) shall state the specific reasons for the decision and the specific Plan provisions on which the decision was based and (iii) shall, to the extent permitted by applicable law, 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 9.04 Revocability of Action/Adjustment . Any action taken by the Plan Administrator or an Employer with respect to the rights or benefits under the Plan of any person shall be revocable by the Plan Administrator or the Employer as to payments not yet made to such person. In addition, the acceptance of any Excess Retirement Benefits under the Plan constitutes acceptance of and agreement to the Plan Administrator’s or the Employer’s making any appropriate adjustments in future payments to they payee (or to recover from such person) any excess payment or underpayment previously made to him.

Section 9.05 Amendment . The Company (with the approval or ratification of the Compensation Committee) may at any time (without the consent of an Employer) authorize the amendment of any or all of the provisions of this Plan, except that without the prior written consent of the affected Participant, no such amendment (a) may reduce the amount of any Participant’s Excess Retirement Benefit as of the date of such amendment or (b) may alter the time of payment provisions described in Article VI hereof, except for amendments (i) that are required to bring such provisions into compliance with the requirements of (or exceptions to) Code Section 409A or (ii) that accelerate the time of payment (in a manner permitted by Code Section 409A but solely with respect to those Sub-Accounts that are 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 on the order of the Compensation Committee. 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 9.06 Termination .

(a)

The Company, in its sole discretion, may terminate this Plan (or any portion thereof) at any time and for any reason whatsoever, except that, without the prior written consent of the affected Participant, no such amendment may (i) reduce the amount of any Participant’s Excess Retirement Benefit as of the date of such amendment or (b) alter the time of payment provisions described in Article VI hereof, except for a termination that accelerates the time of payment (in a manner permitted by Code Section 409A but solely with respect to those Sub-Accounts that are 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 with the approval or ratification of the Compensation Committee. such termination shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice of any termination shall be given to the Participants at a time determined by the Plan Administrator.

(b)

Any Employer (other than the Company) that adopts the Plan may elect to withdraw from the Plan and such withdrawal shall constitute a termination of the Plan as to such Employer; provided, however, that such terminating Employer shall continue to be an Employer for the purposes hereof as to Participants or Beneficiaries to whom it owes obligations hereunder. Such withdrawal and termination shall be expressed in an instrument executed by the terminating Employer on authority of its Board of Directors (or the applicable Committee thereof) and filed with the Company, and shall become effective as of the date designated in such instrument or, if no such date is specified, on the date of its execution. If an Employer (other than the Company) ceases to be a member of the Controlled Group, unless other action is taken by the Compensation Committee, the Sub-Accounts of the Employees of such Employer shall be paid as specified in Article VI hereof.

          Executed, this 14 ^th day of December, 2007.

Exhibit 10.12

THE NORTH AMERICAN COAL CORPORATION
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(As Amended and Restated as of January 1, 2008)

          WHEREAS, The North American Coal Corporation (the “Company”) is the sponsor of The Combined Defined Benefit Plan for NACCO Industries, Inc. and Its Subsidiaries (the “Pension Plan”); and

          WHEREAS, certain provisions of the Internal Revenue Code of 1986, as amended, placed certain limitations on the amount of benefits that would otherwise be made available under the Pension Plan for certain participants; and

          WHEREAS, the Company and other participating employers desired to provide the benefits that would otherwise have been payable to such participants under the Pension Plan except for such limitations; and

          WHEREAS, effective as of August 31, 1994, (1) The NACCO Industries, Inc. (“NACCO”) $200,000 Cap Plan was merged into and became a part of The NACCO Industries, Inc. Supplemental Retirement Benefit Plan (the “Plan”), (2) sponsorship of the merged Plan was transferred from NACCO to the Company, and (3) the Plan was renamed as “The North American Coal Corporation Supplemental Retirement Benefit Plan;” and

          WHEREAS, effective as of December 31, 1993, benefits under the Pension Plan for NACCO employees were frozen, except for cost-of-living adjustments (“COLAs”) provided to certain employees; and

          WHEREAS, effective as of December 31, 2004, benefits under the Pension Plan for the majority of the employees of the Company and all other participating employers were also frozen, except for certain COLAs (including the benefits of all of the employees who are Participants in this Plan); and

          WHEREAS, benefits under this Plan were temporarily frozen as of December 31, 2004 as a result of the enactment of the American Jobs Creations Act (the “AJCA”) but the Plan was amended and restated effective as of January 1, 2005 in order to lift the temporary benefit freeze and to bring the Plan into compliance with certain requirements of the AJCA; and

          WHEREAS, effective December 31, 2007, the COLAs provided to certain employees of NACCO and the Company were frozen under the Pension Plan and began to be provided under this Plan effective January 1, 2008; and

          WHEREAS, final regulations issued under the AJCA will became effective with respect to the Plan on January 1, 2009.

          NOW THEREFORE, the Company hereby amends and restates the Plan, effective January 1, 2008, to reflect the additional COLA benefits provided hereunder and to bring the Plan into compliance with certain provisions of the final regulations issued under the AJCA.

ARTICLE I
PREFACE

     Section 1.1 Effective Date . The original effective date of the Plan was January 1, 1983. The effective date of this amendment and restatement of the Plan is January 1, 2008.

     Section 1.2 Purpose of the Plan . The purpose of this Plan is to provide additional retirement benefits for certain management and highly compensated employees of the Company (and other participating Employers).

     Section 1.3 Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

     Section 1.4 Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural, unless otherwise clearly required by the context.

     Section 1.5 Severability . If any provision of this Plan or the application thereof to any circumstances(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 1.6 Code Section 409A .

          (a) Any Supplemental Retirement Benefit (or portion thereof) that was vested and deferred prior to January 1, 2005 and that qualifies for “grandfathered status” under Section 409A of the Code (determined in accordance with the regulations issued thereunder) shall continue to be governed by the law applicable to nonqualified deferred compensation prior to the addition of Section 409A to the Code, shall be subject to the terms and conditions specified in the Plan as in effect prior to January 1, 2005 (as restated herein) and shall be referred to herein as the “Grandfathered Supplemental Retirement Benefits.”

          (b) The portion of a Participant’s Supplemental Retirement Benefit that does not qualify for “grandfathered status” under Section 409A of the Code (if any) is intended to fully comply with the requirements of Section 409A of the Code and shall be referred to herein as the “Non-Grandfathered Supplemental Retirement Benefits.”

          (c) The Plan shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Employers do not guarantee any particular tax result to Participants or Beneficiaries with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

ARTICLE II
DEFINITIONS

     Section 2.1 Words and phrases used herein with initial capital letters which are defined in a Pension Plan are used herein as so defined, unless otherwise specifically defined herein or the context clearly indicates otherwise. The following words and phrases when used in this Plan with initial capital letters shall have the following respective meanings, unless the context clearly indicates otherwise:

     (1). “ Actual Pension Plan Benefit ” shall mean the amount of the monthly benefit in fact payable to the Participant or his Beneficiary under the Pension Plan.

     (2). “ Beneficiary. ”

          (a) In General . The term “Beneficiary” shall mean the person who is entitled to receive part or all of a pension or other benefit payable with respect to the Participant under a Pension Plan.

          (b) Change of Beneficiaries . Notwithstanding the foregoing, each Participant may at any time and from time to time, before and after retirement, change his Beneficiary hereunder without the consent of any existing Beneficiary or any other person. Therefore, the Beneficiary under the Plan need not be the same as the Beneficiary under the Pension Plan. However, as described in Subsection (c) of this Section, the Beneficiary under the Pension Plan shall be used as the “measuring life” for purposes of the amount and duration of the Supplemental Retirement Benefits payable to any Beneficiary hereunder. The change of a Beneficiary under the Plan may be made, and may be revoked, only by an instrument (in a form acceptable to the Company) signed by the Participant and filed with the Plan Administrator prior to the Participant’s death. If two or more persons designated as a Participant’s Beneficiary are in existence, the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant’s designation specifically provided to the contrary.

          (c) Effect of Change of Beneficiary . Supplemental Retirement Benefits shall be payable to a Beneficiary hereunder only so long as Actual Pension Plan Benefits are being paid to the Beneficiary under the Pension Plan. In the event that the Beneficiary hereunder is different than the Beneficiary under the Pension Plan, (i) if the Beneficiary hereunder dies after the Participant but while the Beneficiary under the Pension Plan is still living, any remaining payments hereunder shall be payable, as they come due, to the estate of the Beneficiary hereunder or, if applicable, to the contingent Beneficiary designated hereunder by the Participant, (ii) if the Beneficiary hereunder predeceases the Beneficiary under the Pension Plan and the Participant, the Beneficiary hereunder shall revert to the Beneficiary last effectively designated under the Pension Plan unless and until the Participant again makes a change of Beneficiary pursuant to Subsection (b) above, and (iii) if the Beneficiary under the Pension Plan predeceases the Beneficiary hereunder, Supplemental Retirement Payments hereunder shall cease.

          (d) Community Property States . In states with community property laws, a Participant may designate someone other than his Spouse as his Beneficiary hereunder to the extent of such Spouse’s community property interest in the Supplemental Retirement Payments, or revoke or change his Beneficiary designation hereunder to such extent, only with the consent of his Spouse. To the extent necessary, the provisions of this Subsection (d) shall apply to each person who is or was a Spouse of a Participant regardless of whether the Participant and such person are married at the applicable time. Notwithstanding the foregoing, however, a Participant’s present or former Spouse shall have no greater rights under this Plan than such Spouse has pursuant to the applicable state community property laws.

     (3). “ Code ” shall mean the Internal Revenue Code of 1986, as it has been and may be amended from time to time.

     (4). “ Code Limitations ” shall mean the limitations imposed by Sections 401(a)(17) and 415 of the Code, or any successor(s) thereto, on the amount of the benefits which may be payable to a Participant from the Pension Plan.

     (5). “ Compensation. ” Effective January 1, 1995, Compensation shall have the same meaning as under the Pension Plan, except that Compensation (a) shall not be subject to the dollar limitation imposed by Code Section 401(a)(17) and (b) shall be deemed to include the amount of compensation deferred by a Participant under The North American Coal Corporation Deferred Compensation Plan for Management Employees.

     (6). “ Employer(s) ” shall mean the Company and/or any other member of the Controlled Group that has previously adopted this Plan.

     (7). “ Frozen Plan 005 Participants ” shall mean the Employees who were employed by a Participating Employer on December 31, 2007 who were participants in The North American Coal Corporation Deferred Compensation Plan for Management Employees on such date and whose Indexed Frozen Part I Benefit under Plan 005 was frozen effective December 31, 2007.

     (8). “Key Employee.” Effective April 1, 2008, a Participant shall be classified as a Key Employee if he meets the following requirements:

(a)

The Participant, with respect to the Participant’s relationship with the Company and the Controlled Group members, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5)) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Section 416(i) for this purpose: (i) the definition of “compensation” (A) shall be as defined in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of

			non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.
	(b)		The Identification Date for Key Employees is each December 31 st and the Effective Date is the following April 1 st . As such, any Employee who is classified as a Key Employee as of December 31 st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 st .
	(c)		Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

     (9). “ Minimum Benefit ” shall mean the amount of a Participant’s “excess retirement benefit” under The NACCO Industries, Inc. $200,000 Cap Plan as of August 31, 1994.

     (10). “ Participant ” shall mean each Employee of an Employer (a) who is either a highly compensated or a management employee, (b) who is a participant in a Pension Plan, and (c) who, as a result of participation in this Plan, is entitled to a Supplemental Retirement Benefit under this Plan. Upon a termination of employment with the Controlled Group, a former Participant shall remain as an inactive Participant until all Supplemental Retirement Benefits have been paid to him or his Beneficiary. The term “Participant” shall include the Plan 006 Participants and the Frozen Plan 005 Participants, except where the context clearly requires otherwise.

     (11). “ Pension Plan ” shall mean The NACCO Industries, Inc. Pension Plan for Salaried Employees (terminated November 30, 1986), or Part I of The Combined Defined Benefit Plan for NACCO Industries, Inc. and Its Subsidiaries, which includes The NACCO Industries, Inc. Pension Plan for Salaried Employees which was merged into such plan on December 31, 1993 (“Plan 005”). Pension accruals under Plan 005 for Employees of NACCO Industries, Inc. were generally frozen as of December 31, 1993 and pension accruals under Plan 005 for employees of all other Employers were generally frozen as of December 31, 2004; provided that the frozen benefits for certain Employees are increased by a specified percentage for each year until the Employee terminates employment with the Controlled Group (in accordance with the terms of Plan 005). Notwithstanding the foregoing, the percentage increases on frozen benefits of the Frozen Plan 005 Participants and the Post-2007 Plan 006 Participants under Plan 005 were frozen under Plan 005 effective December 31, 2007 and such increases began to accrue under this Plan effective January 1, 2008.

     (12). “ Plan ” shall mean The North American Coal Corporation Supplemental Retirement Benefit Plan, as it may be amended from time to time.

     (13). “ Plan 006 Participants ” shall include both (a) those Participants (i) who were participants in The NACCO Industries, Inc. Pension Plan for Salaried Employees on December 31, 1993, (ii) who were employed by NACCO Industries, Inc. on December 31, 1993 or who transferred employment from NACCO Industries, Inc. to another Controlled Group Member during 1993, and (iii) whose Compensation exceeded $100,000 for the 1993 Plan Year (the “Pre-2008 Plan 006 Participants”) and (b) those Employees who were employed by NACCO

Industries, Inc. on December 31, 2007 who were participants in the NACCO Industries, Inc. Unfunded Benefit Plan on such date and whose Indexed Merged Plan Benefit under Plan 005 was frozen effective December 31, 2007 (the “Post-2007 Plan 006 Participants”).

     (14). “ Supplemental Retirement Benefit ” shall mean the retirement benefits determined under Article III.

     (15). “ Termination of Employment ” shall mean, with respect to any Participant’s relationship with the Controlled Group, a separation from service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).

ARTICLE III
SUPPLEMENTAL RETIREMENT BENEFIT

     Section 3.1 General Rules .

          (1) Eligibility . The Participants and Beneficiaries listed on Exhibit A hereto shall be entitled to a Supplemental Retirement Benefit, which shall be determined as provided in this Article III.

          (2) Effect of QDRO . In the event that any portion of a Participant’s benefit under any Pension Plan is allocated to an alternate payee pursuant to the terms of a qualified domestic relations order (“QDRO”), the Participant’s Supplemental Retirement Benefit hereunder shall be calculated without taking into account such allocation unless such QDRO specifically allocates a portion of the Participant’s Supplemental Retirement Benefit to such alternate payee.

          (3) Withholding/Taxes . To the extent required by applicable law, the Employers shall withhold from the Supplemental Retirement Benefits any taxes required to be withheld therefrom by an federal, state or local government.

     Section 3.2 Amount of General Supplemental Retirement Benefit . The Supplemental Retirement Benefit shall be a monthly retirement benefit equal to the difference between (a) the amount of the monthly benefit payable to the Participant or his Beneficiary under the Pension Plan, determined under the Pension Plan as in effect on the date of the Participant’s termination of employment with the Controlled Group (and, except as described in Section 3.4(2) hereof, payable in the same optional form as his Actual Pension Plan Benefit) but calculated as if (i) the Pension Plan did not contain the Code Limitations and (ii) the definition of “Compensation” contained in Section 2.1(5) hereof were substituted for the definition of Compensation under the Pension Plan and (b) the amount of the Actual Pension Plan Benefit. Notwithstanding the foregoing, , in no event shall a Participant’s Supplemental Retirement Benefit hereunder be less than the amount of the Participant’s Minimum Benefit.

     Section 3.3 Additional Supplemental Retirement Benefits.

          (1) Additional Benefits for Pre-2008 Plan 006 Participants . In addition to the Supplemental Retirement Benefit described in Section 3.2, the Pre-2008 Plan 006 Participants shall also receive the Supplemental Retirement Benefit described in this Section 3.3(1). A Pre-2008 Plan 006 Participant shall receive an additional monthly Supplemental Retirement Benefit in an amount equal to the sum of A plus B, where:

	A =		the difference between (1) the Indexed Merged Plan Benefit (as defined in the Pension Plan) that would be payable to the Pre-2008 Plan 006 Participant if he were eligible for such Benefit and (2) the Pre-2008 Plan 006 Participant’s accrued benefit under the Merged Plan as of December 31, 1993; and
	B =		the difference between (1) the Pre-2008 Plan 006 Participant’s Supplemental Retirement Benefit under this Plan as of December 31, 1993, expressed as a monthly benefit payable in the form of a single life annuity (without ancillary benefits) commencing on the Pre-2008 Plan 006 Participant’s Normal Retirement Date increased at the rate of 4%, compounded annually, for the number of full years between January 1, 1994 and the earlier of the Pre-2008 Plan 006 Participant’s first termination of employment for any reason with the Controlled Group (including retirement, death, disability) or the amendment or termination of this Plan, with simple interest at the rate of .333% per month for any remaining full months to the earlier of such termination of employment or the amendment or termination of the Plan, and (2) the Pre-2008 Plan 006 Participant’s Supplemental Retirement Benefit.

     (2)  Additional Benefits for Frozen Plan 005 Participants . In addition to the Supplemental Retirement Benefit described in Section 3.2, the Frozen Plan 005 Participants shall also receive the Supplemental Retirement Benefit described in this Section 3.3(2). A Frozen Plan 005 Participant shall receive an additional monthly Supplemental Retirement Benefit in an amount equal to the sum of A plus B, where:

A =

the difference between (i) the Indexed Frozen Part I Benefit payable to the Participant or his Beneficiary under the Pension Plan, determined under the Pension Plan as in effect on the date of the Participant’s termination of employment with the Controlled Group (and payable in the same optional form as his Actual Pension Plan Benefit) but calculated as if the Indexed Frozen Part I Benefit had not been frozen as of December 31, 2007 but had continued in effect until the earlier of his first termination of employment from the Controlled Group for any reason (including retirement, death, disability) or the termination or amendment of the Plan or Plan 005 and (ii) the Frozen Plan 005 Participant’s Actual Pension Benefit; and

B =

the difference between (i) the Frozen Plan 005 Participant’s Supplemental Retirement Benefit under this Plan as of December 31, 2007, expressed as a monthly benefit payable in the form of a single life annuity (without ancillary benefits) commencing on the Frozen Plan 005 Participant’s Normal Retirement Date increased at the rate specified in Section 1.11 of Plan 005 for the period from January 1, 2008 and the earlier of the Frozen Plan 005 Participant’s first termination of employment from the Controlled Group for any reason (including retirement, death, disability) or the termination or amendment of the Plan or Plan 005 and (ii) the Frozen Plan 005 Participant’s Supplemental Retirement Benefit.

     (3)  Supplemental Retirement Benefits for Post-2007 Plan 006 Participants . In lieu of the Supplemental Retirement Benefits described in Section 3.2, a Post-2007 Plan 006 Participant shall receive a monthly Supplemental Retirement Benefit in an amount equal to the difference between A and B, where:

A =

the monthly Indexed Merged Plan Benefit payable to the Participant or his Beneficiary under the Pension Plan, determined under the Pension Plan as in effect on the date of the Participant’s termination of employment with the Controlled Group (and payable in the same optional form as his Actual Pension Plan Benefit) but calculated as if the Indexed Merged Plan Benefit had not been frozen as of December 31, 2007 but had continued in effect until the earlier of his first termination of employment from the Controlled Group for any reason (including retirement, death, disability) or the termination or amendment of the Plan or Plan 005; and

B =

The Post-2007 Plan 006 Participant’s Actual Pension Plan Benefit.

     Section 3.4 Time and Manner of Payment .

          (1) Persons In Pay Status On Or Before December 31, 2007 . Subject to Subsection (7) hereof, the Supplemental Retirement Benefit of a Participant (or Beneficiary) who goes into pay status on or before December 31, 2007 shall commence on the same date and under the same conditions as the benefits payable to the Participant (or Beneficiary) under the Pension Plan. The Supplemental Retirement Benefit shall be payable in the same form and for the same duration as the benefits payable to the Participant (or Beneficiary) under the Pension Plan.

          (2) Persons Going Into Pay Status After December 31, 2007. The Grandfathered Supplemental Retirement Benefit of a Participant (or Beneficiary) who goes into pay status after December 31, 2007 shall commence on the same date and under the same conditions as the benefits payable to the Participant (or Beneficiary) under the Pension Plan. The Grandfathered Supplemental Retirement Benefit shall be payable in the same form and for the same duration as the benefits payable to the Participant (or Beneficiary) under the Pension Plan. Subject to Subsection (7) hereof, the Non-Grandfathered Supplemental Retirement Benefit of a

Participant (or Beneficiary) who goes into pay status after December 31, 2007 (if any) will be paid in the form of a single lump sum payment in an amount equal to the Actuarial Equivalent of such Benefit and shall be paid at the later of the date of the Participant’s Termination of Employment or the date the Participant attains age 55. Such lump sum amount shall be calculated by using the Applicable Mortality Table and an interest rate equal to the Applicable Interest Rate, both as in effect on January 1 of the Plan Year in which the distribution is made. Notwithstanding the foregoing, the Non-Grandfathered Benefit of a Participant who incurred a Termination of Employment prior to January 1, 2008 and who did not go into pay status on or before December 31, 2007 shall be paid in the form of an Actuarial Equivalent lump sum payment during the period from January 1, 2008 through March 31, 2008 (subject to Subsection (7) hereof) using the Applicable Interest Rate and Applicable Mortality Table in effect for the 2007 Plan Year.

          (3) Cash-Out of Grandfathered Small Benefits . Notwithstanding the foregoing, if the present value of a Participant’s or Beneficiary’s Grandfathered Supplemental Retirement Benefit hereunder at the time of the Participant’s Termination of Employment is $10,000 or less, such Benefit shall be paid as soon as practicable following such Termination in a lump sum that is the Actuarial Equivalent of such Benefit. Such $10,000 amount shall be calculated using the Applicable Mortality Table and an interest rate equal to the Applicable Interest Rate in effect on January 1 of the Plan Year in which such Participant incurred a Termination of Employment.

          (4) Time of Payment/Processing. All payments under the Plan shall be made on, or within 90 days of, the specified payment date.

          (5) 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.

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

          (7) Key Employees . Notwithstanding any provision of the Plan to the contrary, distributions of Non-Grandfathered Supplemental Retirement Benefits to Key Employees made on account of a Termination of Employment may not be made before the 1 ^st day of the 7 ^th 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 3.1(2)) or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (8) below). Any amounts that are otherwise payable to the Key Employee during such period shall be accumulated and paid in a lump sum make-up payment within 10 days following the 1 ^st day of the 7 ^th month following the Key Employee’s Termination of Employment.

          (8) Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments of Non-Grandfathered Supplemental Retirement Benefits 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.

     Section 3.5 Liability for Payment .

          (1) The Employer by which the Participant was employed at the time of his Termination of Employment with the Controlled Group shall process and pay the Supplemental Retirement Benefit to the Participant and/or his Beneficiary, but such Employer’s liability hereunder shall be limited to its proportionate share of such Supplemental Retirement Benefit, determined as hereinafter provided. If the benefits payable to the Participant and/or his Beneficiary under a Pension Plan are based on the Participant’s employment with more than one Employer, the amount of the Supplemental Retirement Benefit shall be shared by all such Employers (by reimbursement to the Employer making such payment) as may be agreed to between them in good faith, taking into consideration the Participant’s Benefit Service and Compensation paid by each such Employer and as will permit the deduction (for purposes of federal income taxes) by each such Employer of its portion of the payments made and to be made hereunder.

          (2) The liabilities of the Employers hereunder shall be several liabilities and no Employer shall be liable for the default of any other Employer hereunder, even though it has, for convenience of administration, agreed to pay directly to the Participant or Beneficiary the entire Supplemental Retirement Benefit as provided in Subsection (1) of this Section.

ARTICLE IV
VESTING

     Section 4.1 Vesting . All Participants are 100% fully vested in their Supplemental Retirement Plan Benefits hereunder.

ARTICLE V
MISCELLANEOUS

     Section 5.1 Limitation on Rights of Participants and Beneficiaries — No Lien . This Plan is an unfunded, nonqualified plan and the entire cost of this Plan shall be paid from the general assets of one or more of the Employers. No trust has been established for the Participants or Beneficiaries. No liability for the payment of benefits under the Plan shall be imposed upon any officer, director, employee, or stockholder of an Employer. Nothing contained herein shall be deemed to create a lien in favor of any Participant or Beneficiary on any assets of any Employer. The Employers shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Employers for use in connection with the Plan. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Employers and shall have no right to, prior claim to, or security interest in, any assets of the Company or any Employer.

     Section 5.2 Nonalienation . Except as provided in Section 3.1(2), no right or interest of a Participant or his Beneficiary under this Plan shall be anticipated, assigned (either at law or in equity) or alienated by the Participant or his Beneficiary, nor shall any such right or interest be subject to attachment, garnishment, levy, execution or other legal or equitable process or in any manner be liable for or subject to the debts of any Participant or Beneficiary.

     Section 5.3 Employment Rights . Employment rights shall not be enlarged or affected hereby. The Employers shall continue to have the right to discharge a Participant, with or without cause.

     Section 5.4 Administration of Plan .

          (1) The Compensation Committee shall be responsible for the general administration of the Plan and for carrying out the provisions hereof and, for purposes of the Employee Retirement Income Security Act of 1974, as amended, the Company shall be the plan sponsor and the plan administrator. The Compensation Committee shall interpret where necessary, in its reasonable and good faith judgment, the provisions of the Plan and, except as otherwise provided in the Plan, shall determine the rights and status of Participants and Beneficiaries hereunder (including, without limitation, the amount of any Supplemental Retirement Benefit to which a Participant or Beneficiary may be entitled under the Plan.

          (2) Notwithstanding the foregoing, the Board of Directors of the Company and the Company each may, from time to time, delegate all or part of the administrative powers, duties and authorities delegated to it under this Plan to such person or persons, office or committee as it shall select.

     Section 5.5 Expenses . The Employers shall pay all expenses incurred in the administration and operation of the Plan.

     Section 5.6 Claims Procedure .

          (1) Any Participant or Beneficiary who believes that he is entitled to receive a benefit under the Plan which he has not received may file with the Compensation Committee a written claim specifying the basis for his claim and the facts upon which he relies in making such a claim. Such a claim must be signed by the claimant or his duly authorized representative (the “Claimant”).

          (2) Whenever the Compensation Committee denies (in whole or in part), a claim for benefits filed by a Claimant, the Compensation Committee shall transmit a written notice of such decision to the Claimant, within 90 days after such claim was filed (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). Such notice shall be written in a manner calculated to be understood by the Claimant and shall state (a) the specific reason(s) for the denial of the claim, (b) specific reference(s) to pertinent provisions of the Plan on which the denial of the claim was based, (c) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary, and (d) an explanation of the Plan’s review procedures under Subsection (3) below and the time limits applicable to such procedures, 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.

          (3) Within 60 days after the denial of his claim, the Claimant must request that the claim denial be reviewed by filing with the Compensation Committee a written request therefor. If such an appeal is not filed within this 60-day limit, the Claimant shall be deemed to have agreed with the Compensation Committee’s denial of the claim. If such an appeal is so filed within such 60-days, a named fiduciary designated by the Compensation Committee shall (a) conduct a full and fair review of such claim and (b) mail or deliver to the Claimant a written decision on the matter based on the facts and pertinent provisions of the Plan within a period of 60 days after the receipt of the request for review unless special circumstances require an extension of time, in which case such decision shall be rendered not later than 120 days after receipt of such request. If an extension of time for review is required, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. Such decision (a) shall be written in a manner calculated to be understood by the Claimant, (b) shall state the specific reason(s) for the decision, (c) shall make specific reference(s) to pertinent provisions of the Plan on which the decision is based and (d) shall, to the extent permitted by applicable law, be final and binding on all interested persons. During such full review, the Claimant shall be given an opportunity to review documents that are pertinent to the Claimant’s claim and to submit issues and comments in writing. In addition, the notice of adverse determination shall also include statements that (a) 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 (b) a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.

     Section 5.7 Effect on other Benefits . Benefits payable to or with respect to a Participant under the Pension Plan or any other Employer sponsored (qualified or nonqualified)

plan, if any, are in addition to those provided under this Plan, except as specifically provided in such other plans.

     Section 5.8 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 Company 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 Company 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 Employers from all liability with respect to such benefit.

ARTICLE VI
AMENDMENT AND TERMINATION

     Section 6.1 Amendment . Subject to Section 6.3, the Company (with the approval or ratification of the Benefits Committee) does hereby reserve the right to amend, at any time, any or all of the provisions of the Plan for all Employers, without the consent of any other Employer or any Participant, Beneficiary or any other person. Any such amendment shall be expressed in an instrument executed by an officer of the Company and shall become effective as of the date designated in such instrument or, if no such date is specified, on the date of its execution.

     Section 6.2 Termination .

          (1) The Board of Directors of the Company (and/or the Compensation Committee thereof) does hereby reserve the right to terminate the Plan at any time for any or all Participants or Employers, without the consent of any other Employer or of any Participant, Beneficiary or any other person. Such termination shall be expressed in an instrument executed by an officer of the Company and shall become effective as of the date designated in such instrument, or if no date is specified, on the date of its execution. Any other Employer that has adopted the Plan may, with the written consent of the Compensation Committee, elect separately to withdraw from the Plan and such withdrawal shall constitute a termination of the Plan as to it, but it shall continue to be an Employer for the purposes hereof as to Participants or Beneficiaries to whom it owes obligations hereunder. Any such withdrawal and termination shall be expressed in an instrument executed by an officer of the terminating Employer and shall become effective as of the date designated in such instrument or, if no date is specified, on the date of its execution. Notwithstanding the foregoing, if an Employer ceases to exist or is no longer a member of the Controlled Group, such action shall automatically constitute a termination of the Plan as to such Employer.

          (2) Upon any termination of the Plan, unless other action is taken by the Compensation Committee, each affected Participant’s Supplemental Pension Benefit shall be determined and distributed to him (or his Beneficiary) as otherwise provided in Article III.

     Section 6.3 Effect of Amendment and Termination .

          (1) No amendment or termination of the Plan shall, without the written consent of the Participant (or, in the case of his death, his Beneficiary), reduce the monthly

amount of the vested Supplemental Retirement Benefit under the Plan of any Participant or Beneficiary as such Benefit exists on the date of such amendment or termination.

          (2) Notwithstanding any provision of 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 (i) change the time and/or manner of distribution of Grandfathered Supplemental Retirement Benefits, including, without limitation, by providing for the payment of a single lump sum payment to each Executive or Beneficiary then entitled to a Grandfathered Supplemental Retirement Benefit in an amount equal to the Actuarial Equivalent of such Benefit and (ii) change the time and/or manner of distribution of Non-Grandfathered Supplemental Retirement Benefits, but only to the extent such change is permitted under Code Section 409A and the regulations issued thereunder. Such lump sum amount shall be calculated by using the Applicable Mortality Table and an interest rate equal to the Applicable Interest Rate, both as in effect on January 1 of the Plan Year in which the distribution is made.

          IN WITNESS WHEREOF, the Company has executed this restatement this 14 ^th day of December, 2007.