EX-10(XXI)



 






Exhibit 10 (xxi)




AMENDMENT NO. 6

TO THE RETIREMENT BENEFIT PLAN

FOR ALFRED M. RANKIN, JR.

(As Amended and Restated Effective as of January 1, 1994)




     NACCO Industries, Inc. hereby adopts this Amendment No. 6 to the Retirement Benefit Plan for
Alfred M. Rankin, Jr. (As Amended and Restated Effective January 1, 1994) (the “Plan”), to be
effective as of January 1, 2004. Words used herein with initial capital letters which are defined
in the Plan are used herein as so defined.



Section 1




     Section 3.4(a) of the Plan is hereby amended in its entirety to read as follows:



     “(a) Definitions. For purposes of this Section, the following terms shall have the
following meanings:




     (i) “Earnings Before Interest After-Tax ” is defined as the sum of (A)
Consolidated Net Income for NACCO Industries, Inc. for the subject year before Extraordinary
Items and Cumulative Effect of Accounting Changes as defined by US generally accepted
accounting principles (“GAAP”) plus (B) After-Tax Consolidated Interest Expense;




     (ii) “After Tax Consolidated Interest Expense” is defined as Consolidated
Interest Expense multiplied by (1 minus the Marginal Tax Rate). The Marginal Tax
Rate is defined as the tax rate applicable to an incremental amount of income. The Marginal
Tax Rate for NACCO Industries, Inc. is 38% for 2004;




     (iii) “Consolidated Interest Expense” is defined as Consolidated Interest
Expense as defined by US GAAP;




     (iv) “Total Capital Employed” is defined as the sum of (A) Average Consolidated
Shareholders’ Equity for NACCO Industries, Inc. as determined under US GAAP) plus
(B) Average Consolidated Debt as determined under US GAAP, each determined at the beginning
of the subject year and the end of each month of the subject year and dividing by thirteen;




     (v) “Consolidated Debt” is defined as the consolidated debt incurred by NACCO
Industries, Inc. under revolving credit agreements, capital lease obligations, current
maturities of long-term debt and long-term debt;




     (vi) “NMHG Retail Adjustments” is defined as adjustments to Consolidated Net
Income before Extraordinary Items and Cumulative Effect of Accounting Changes, Consolidated
Interest Expense, Consolidated Shareholders’ Equity and Consolidated Debt to exclude: the
sum of (A) the results of the Retail Division of NACCO Materials Handling Group, Inc.
(“NMHG”) as determined under US GAAP plus (B) the corresponding Consolidated
Eliminations related to the inclusion of NMHG’s Retail Division as determined under US GAAP,
plus (C) the debt and related interest expense recorded by NMHG related to loans to
NMHG’s Retail Division;



 









 






     (vii) “HB/PS Adjustments” is defined as adjustments to Consolidated Net Income
to exclude the manufacturing change program and CPSC charges, if any;



     (viii) “Fixed Income Fund” shall mean the Stable Asset Fund under the Profit Sharing
Plan or any equivalent fixed income fund under such Plan that is designed by the NACCO Industries,
Inc. Retirement Funds Investment Committee as the successor to the Stable Asset Fund; and



     (ix) ROTCE means NACCO Industries, Inc.’s consolidated Return on Total Capital
Employed (excluding NMHG Retail and HB/PS Adjustments) for the applicable time period calculated as
follows:



Earnings Before Interest After-Tax (after NMHG Retail Adjustments and HB/PS Adjustments)



                                                                divided by




Total Capital Employed (after NMHG Retail Adjustments and HB/PS Adjustments)




ROTCE shall be determined at least annually by the Employer.”




     EXECUTED this 24th day of March, 2004.



	 	 	 	 	 
	 	 	NACCO INDUSTRIES, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Charles A. Bittenbender
	

	 	 	 	 
	

	 	Title:
	 	Vice President, General Counsel and Secretary






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