<PAGE>
                                                                 Exhibit 4.24


                      AMENDMENT TO STOCKHOLDERS' AGREEMENT


     This AMENDMENT TO STOCKHOLDERS' AGREEMENT, dated as of February 7, 2005
(this "Amendment"), by and among National City Bank, (Cleveland, Ohio), as
depository ("Depository"), the Participating Stockholders under the
Stockholders' Agreement, dated as of March 15, 1990, as amended, NACCO
Industries, Inc., a Delaware corporation (the "Corporation"), and each new
Participating Stockholder identified on the signature pages hereto (each, a "New
Participating Stockholder").

     This Amendment sets forth the terms and conditions on which the New
Participating Stockholder will join in and become a party to the Stockholders'
Agreement, dated as of March 15, 1990, as amended (the "Stockholders'
Agreement"). Capitalized terms defined in the Stockholders' Agreement are used
herein as so defined.

     Pursuant to Section 8 of the Stockholders' Agreement, prior to the
acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders'
Agreement may be amended to add a Permitted Transferee as a Participating
Stockholder by a writing signed by the Signatories, the Corporation and such
Permitted Transferee.

     In consideration of the mutual promises hereinafter set forth and other
good and valuable consideration had and received, the parties hereto agree as
follows:

          1. Representations and Warranties. The New Participating Stockholder,
for such New Participating Stockholder only and not for any other Participating
Stockholder, represents and warrants to the other Participating Stockholders and
the Corporation as follows:


               (a) Such New Participating Stockholder is the beneficial owner
          of, or simultaneously with the execution hereof will acquire and be
          deemed to be the


<PAGE>

          beneficial owner of, the shares of Class B Common Stock identified
          below such New Participating Stockholder's name on the signature pages
          hereto (except as otherwise described thereon), and except as
          otherwise described thereon such New Participating Stockholder does
          not own of record or beneficially or have any interest in any other
          shares of Class B Common Stock or any options to purchase or rights to
          subscribe or otherwise acquire any other shares of Class B Common
          Stock other than pursuant to the Stockholders' Agreement;

               (b) Such New Participating Stockholder has the right, power and
          authority to execute and deliver this Amendment and to perform such
          New Participating Stockholder's obligations hereunder and under the
          Stockholders' Agreement; if this Amendment is being executed by a
          trustee on behalf of a trust, such trustee has full right, power and
          authority to enter into this Amendment on behalf of the trust and to
          bind the trust and its beneficiaries to the terms hereof; if this
          Amendment is being executed on behalf of a Participating Stockholder
          Organization, the person executing this Amendment is a duly authorized
          representative of such Participating Stockholder Organization with
          full right, power and authority to execute and deliver this Amendment
          on behalf of such Participating Stockholder Organization and to bind
          such Participating Stockholder Organization to the terms hereof; the
          execution, delivery and performance of this Amendment by such New
          Participating Stockholder will not constitute a violation of, conflict
          with or result in a default under (i) any contract, understanding or
          arrangement to which such New Participating Stockholder is a party or
          by which such New Participating Stockholder is bound or require the
          consent of any other


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<PAGE>

          person or any party pursuant thereto; (ii) any organizational, charter
          or other governance documents (including, without limitation, any
          partnership agreement, certificate of incorporation, or bylaws) of the
          New Participating Stockholder, (iii) any judgment, decree or order
          applicable to such New Participating Stockholder; or (iv) any law,
          rule or regulation of any governmental body;

               (c) This Amendment and the Stockholders' Agreement constitute
          legal, valid and binding agreements on the part of such New
          Participating Stockholder; the shares of Class B Common Stock owned
          beneficially by such New Participating Stockholder are fully paid and
          nonassessable; and

               (d) The shares of Class B Common Stock owned beneficially by such
          New Participating Stockholder are now held by such New Participating
          Stockholder, free and clear of all adverse claims, liens, encumbrances
          and security interests (except as created by the Stockholders'
          Agreement and any Amendments thereto, including this Amendment, and
          the Restated Certificate).

          2. Address for Notices. The address for all notices to the New
Participating Stockholder provided pursuant to the Stockholders' Agreement shall
be the address set forth below such New Participating Stockholder's name on the
signature pages hereto, or to such other address as such New Participating
Stockholder may specify to the Depository.

          3. Agreement to be Bound by Stockholders' Agreement. The New
Participating Stockholder agrees to be bound by all of the terms and provisions
of the Stockholders' Agreement applicable to Participating Stockholders.

          4. Beneficiaries. The New Participating Stockholder acknowledges that
the Corporation and each Participating Stockholder is a beneficiary of this
Amendment.



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<PAGE>

          5. Amendment of Stockholders' Agreement. The Stockholders' Agreement
is hereby amended to add the New Participating Stockholder as a Participating
Stockholder.

          6. Signature of Amendment by Trusts, Minors and Incompetents.

               (a) In order for a trust exclusively (as defined in Section 1.9
          of the Stockholders' Agreement) for the benefit of a Family Member or
          Members to be considered a Participating Stockholder:

                    (i) the trustee and all adult beneficiaries of such trusts
               having a current trust interest (as well as all Charitable
               Organization beneficiaries having a current trust interest) shall
               have previously signed the Stockholders' Agreement or shall sign
               this Amendment as a Participating Stockholder;

                    (ii) the trustee and a parent or legal guardian, for trusts
               with minor beneficiaries having a current trust interest, shall
               sign this Amendment on behalf of any such minor beneficiaries; or

                    (iii) the trustee and legal guardian, if any, for trusts
               with incompetent beneficiaries having a current trust interest,
               shall sign this Amendment on behalf of any such incompetent
               beneficiaries.

               (b) If, at any time, any trust shall have an adult beneficiary
          (and such beneficiary is not incompetent) having a current trust
          interest or an ascertainable Charitable Organization beneficiary
          having a current trust interest and if such beneficiary has not
          previously signed the Stockholders' Agreement, then if such
          beneficiary shall fail or be unable to sign this Amendment for a
          period of 30 calendar days following notification to such beneficiary
          of the terms of this



                                      -4-
<PAGE>

          Amendment and the Stockholders' Agreement by the Depository and
          following signature of this Amendment by the trustee, the trust shall
          thereupon cease to be a Participating Stockholder and Section 3.2 of
          the Stockholders' Agreement shall then apply as if the shares of Class
          B Common Stock held by the trust were then to be converted. The donor
          of a trust that is revocable by the donor alone, during the lifetime
          of such donor, shall be considered the only beneficiary thereof so
          long as such trust is so revocable.


               (c) In the case of Class B Common Stock held by a custodian under
          the Uniform Transfers to Minors Act (or the practical equivalent
          thereof) for the benefit of a minor Family Member, the custodian shall
          sign this Amendment on behalf of such minor if such minor is to be
          considered a Participating Stockholder.

               (d) In the case of Class B Common Stock held in the name of a
          minor Family Member, a parent or legal guardian of such minor shall
          sign this Amendment on behalf of such minor if such minor is to be
          considered a Participating Stockholder.

               (e) In the case of Class B Common Stock held in the name of an
          incompetent Family Member, the legal guardian of such incompetent
          shall sign this Amendment on behalf of such incompetent if such
          incompetent is to be considered a Participating Stockholder.

               (f) When a minor described in Section 6(c) or (d) reaches the age
          of majority, or an incompetent described in Section 6(e) is no longer
          impaired by such disability and has reached the age of majority, such
          Family Member shall execute and deliver an Amendment which has been
          executed and delivered by the



                                      -5-
<PAGE>

          Participating Stockholders (or their attorney-in-fact), the
          Corporation and the Depository. If such Family Member shall fail or be
          unable to sign such Amendment for a period of 30 calendar days
          following notification to such Family Member of the terms of the
          Stockholders' Agreement by the Depository, such Family Member shall
          thereupon cease to be a Participating Stockholder and Section 3.2 of
          the Stockholders' Agreement shall then apply as if the shares of Class
          B Common Stock were then to be converted.

          7. Power of Attorney. The undersigned New Participating Stockholder
hereby constitutes and appoints Frank E. Taplin, Thomas E. Taplin, Alfred M.
Rankin, Jr., Dennis W. LaBarre, Thomas C. Daniels, Charles A. Bittenbender, and
each of them, as the true and lawful attorney or attorneys-in-fact, with full
power of substitution and resubstitution, for the undersigned and in the name,
place and stead of the undersigned, in any and all capacities to:

               (a) Execute any and all statements under Section 13 or Section 16
          of the Securities Exchange Act of 1934 of beneficial ownership of
          shares of Class B Common Stock subject to the Stockholders' Agreement
          as amended by this Amendment, including all statements on Schedule 13D
          and all amendments thereto, all joint filing agreements pursuant to
          Rule 13d-l(f)(iii) under such Exchange Act in connection with such
          statements, all initial statements of beneficial ownership on Form 3
          and any and all other documents to be filed with the Securities and
          Exchange Commission, and to file the same, with all exhibits thereto,
          and all other documents in connection therewith, with the Securities
          and Exchange Commission, and


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<PAGE>

               (b) Execute and deliver any and all Amendments whereby a Family
          Member or a Charitable Organization becomes a Participating
          Stockholder or any other Amendment that does not require approval of
          66-2/3 percent of the shares of Class B Common Stock subject to the
          Stockholders' Agreement pursuant to Section 8 of the Stockholders'
          Agreement, including, without limitation, a change in the depository,
          thereby granting to said attorney or attorneys-in-fact, and each of
          them, full power and authority to do so and to perform each and every
          act and thing requisite and necessary to be done in and about the
          premises, as fully to all intents and purposes as the undersigned
          might or could do in person, hereby ratifying and confirming all that
          said attorney or attorneys-in-fact or any of them, or their
          substitutes or resubstitutes, may lawfully do or cause to be done by
          virtue of this Section 7. The grant of this power of attorney shall
          not be affected by any disability of the undersigned New Participating
          Stockholder. If applicable law requires additional or substituted
          language or formalities (including witnesses or acknowledgments) in
          order to validate the power of attorney intended to be granted by this
          Section 7, the New Participating Stockholder agrees to execute and
          deliver such additional instruments and to take such further acts as
          may be necessary to validate such power of attorney.

          8. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument, without production of the others.



                                      -7-
<PAGE>

         IN WITNESS WHEREOF, the New Participating Stockholders, the
Participating Stockholders, the Corporation and the Depository have executed
this Amendment or caused this Amendment to be executed in their respective
names, all as of the date and year first above written.



                                      -8-
<PAGE>



                                    Rankin Associates IV, L.P. (the New
                                    Participating Stockholder)

                                    By its General Partners:

                                    Trust created by the Agreement, dated as of
                                    September 28, 2000, as supplemented, amended
                                    and restated, between Alfred M. Rankin, Jr.,
                                    as trustee, and Alfred M. Rankin, Jr.,
                                    creating a trust for the benefit of Alfred
                                    M. Rankin, Jr.



                                    /s/ Alfred M. Rankin, Jr.
                                    --------------------------------------------
                                    Alfred M. Rankin, Jr., Trustee


                                    Trust created by the Agreement, dated
                                    December 29, 1967, as supplemented, amended
                                    and restated, between Thomas T. Rankin, as
                                    trustee, and Thomas T. Rankin, creating a
                                    trust for the benefit of Thomas T. Rankin



                                         /s/ Thomas T. Rankin
                                         ---------------------------------------
                                         Thomas T. Rankin, Trustee



                                    Trust created by the Agreement, dated June
                                    22, 1971, as supplemented, amended and
                                    restated, between Claiborne R. Rankin, as
                                    trustee, and Claiborne R. Rankin, creating a
                                    trust for the benefit of Claiborne R. Rankin



                                         /s/ Claiborne R. Rankin
                                         ---------------------------------------
                                         Claiborne R. Rankin, Trustee




                                      -9-
<PAGE>


                                    Trust created by the Agreement, dated
                                    September 11, 1973, as supplemented, amended
                                    and restated, between Roger F. Rankin, as
                                    trustee, and Roger F. Rankin, creating a
                                    trust for the benefit of Roger F. Rankin



                                         /s/ Roger F. Rankin
                                         ---------------------------------------
                                         Roger F. Rankin, Trustee






                               Number of Shares of
                              Class B Common Stock




                                      -10-
<PAGE>


                                    National City Bank, (Cleveland, Ohio)


                                    By:  /s/ Leigh H. Carter
                                       -----------------------------------------
                                        Name:  Leigh H. Carter
                                        Title: Vice President





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<PAGE>


                                    NACCO INDUSTRIES, INC.


                                    By:  /s/ Alfred M. Rankin, Jr.
                                         ---------------------------------------
                                    Name:    Alfred M. Rankin, Jr.
                                    Title:   President and Chief Executive
                                             Officer





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<PAGE>


                                    THE PARTICIPATING STOCKHOLDERS listed in
                                    Exhibit A attached hereto and incorporated
                                    herein by this reference


                                    By:  /s/ Alfred M. Rankin, Jr.
                                         ---------------------------------------
                                          Alfred M. Rankin, Jr.,
                                          Attorney-in-Fact




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<PAGE>


                                                                       Exhibit A

                           PARTICIPATING STOCKHOLDERS

1.   Clara L. T. Rankin

2.   Alfred M. Rankin, Jr.

3.   Victorie G. Rankin

4.   Helen Rankin Butler (fka Helen P. Rankin)

5.   Clara T. Rankin Williams (fka Clara T. Rankin)

6.   Thomas T. Rankin

7.   Matthew M. Rankin

8.   James T. Rankin

9.   Claiborne R. Rankin

10.  Chloe O. Rankin

11.  Chloe R. Seelbach (fka Chloe E. Rankin)

12.  Claiborne R. Rankin, Jr.

13.  Roger F. Rankin

14.  Bruce T. Rankin

15.  Frank E. Taplin

16.  Margaret E. Taplin

17.  Elizabeth E. Brown (by Andrew L. Fabens III, Attorney-in-fact)

18.  Martha S. Kelly

19.  Susan Sichel (fka Susan S. Panella)

20.  Jennifer T. Jerome

21.  Caroline T. Ruschell

22.  David F. Taplin


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<PAGE>


23.  Thomas E. Taplin

24.  Beatrice B. Taplin

25.  Thomas E. Taplin, Jr.

26.  Theodore D. Taplin

27.  Britton T. Taplin

28.  Frank F. Taplin

29.  Rankin Management, Inc.

30.  Rankin Associates I, L.P. (fka CTR Family Associates, L.P.)

31.  The Trust created under the Agreement, dated December 18, 1963, among
     National City Bank, as trustee, Clara T. Rankin, Thomas E. Taplin and Frank
     E. Taplin, for the benefit of Elizabeth E. Brown.

32.  The Trust created under the Agreement, dated December 15, 1976, between
     National City Bank, as trustee, and Frank E. Taplin, for the benefit of
     grandchildren.

33.  The Trust created under the Agreement, dated December 28, 1976, between
     National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of
     grandchildren.

34.  The Trust created under the Agreement, dated January 11, 1965, as
     supplemented, amended and restated, between National City Bank, as trustee,
     and Alfred M. Rankin, for the benefit of Alfred M. Rankin.

35.  The Trust created under the Agreement, dated July 20, 2000, as
     supplemented, amended and restated, between Alfred M. Rankin, Jr., as
     trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin.

36.  The Trust created under the Agreement, dated September 28, 2000, as
     supplemented, amended and restated, between Alfred M. Rankin, Jr., as
     trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin,
     Jr.

37.  The Trust created under the Agreement, dated September 28, 2000, as
     supplemented, amended and restated, between Victoire G. Rankin, as trustee,
     and Victoire G. Rankin, for the benefit of Victoire G. Rankin.

38.  The Trust created under the Agreement, dated December 29, 1967, as
     supplemented, amended and restated, between Thomas T. Rankin, as trustee,
     and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin.


                                      -15-
<PAGE>


39.  The Trust created under the Agreement, dated June 22, 1971, as
     supplemented, amended and restated, between Claiborne R. Rankin, as
     trustee, and Claiborne R. Rankin, creating a trust for the benefit of
     Claiborne R. Rankin.

40.  The Trust created under the Agreement, dated September 11, 1973, as
     supplemented, amended and restated, between Roger F. Rankin, as trustee,
     and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin.

41.  The Trust created under the Agreement, dated September 28, 2000, between
     Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of
     Bruce T. Rankin.

42.  The Trust created under the Agreement, dated December 11, 1957, as
     supplemented, amended and restated, between National City Bank, as trustee,
     and Frank E. Taplin, for the benefit of Frank E. Taplin.

43.  The Trust created under the Agreement, dated January 21, 1966, as
     supplemented, amended and restated, between National City Bank, as trustee,
     and Thomas E. Taplin, for the benefit of Thomas E. Taplin.

44.  The Trust created under the Agreement, dated August 26, 1974, between
     National City Bank, as trustee, and Thomas E. Taplin, Jr., for the benefit
     of Thomas E. Taplin, Jr.

45.  The Trust created under the Agreement, dated October 15, 1975, between
     National City Bank, as trustee, and Theodore D. Taplin, for the benefit of
     Theodore D. Taplin.

46.  The Trust created under the Agreement, dated December 30, 1977, as
     supplemented, amended and restated, between National City Bank, as trustee,
     and Britton T. Taplin for the benefit of Britton T. Taplin.

47.  The Trust created under the Agreement, dated December 29, 1989, as
     supplemented, amended and restated, between Alfred M. Rankin, Jr., as
     trustee, and Clara T. (Rankin) Williams for the benefit of Clara T.
     (Rankin) Williams.

48.  The Trust created under the Agreement, dated December 29, 1989, as
     supplemented, amended and restated, between Alfred M. Rankin, Jr., as
     trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin)
     Butler.

49.  Corbin Rankin

50.  Alison A. Rankin

51.  National City Bank as agent under the Agreement, dated July 16, 1969, with
     Margaret E. Taplin.

52.  Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust
     No. 1, dated December 18, 1997, with Roger Rankin, Grantor.


                                      -16-
<PAGE>


53.  Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable
     Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor.

54.  Rankin Associates II, L.P.

55.  John C. Butler, Jr.

56.  Clara Rankin Butler (by John C. Butler, Jr. as custodian)

57.  The Trust created under the Agreement, dated July 24, 1998, as amended,
     between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit
     of Frank F. Taplin.

58.  David B. Williams

59.  Griffin B. Butler (by John C. Butler, Jr. as Custodian)

60.  Claiborne R. Rankin as Trustee of the Claiborne R. Rankin, Jr. Revocable
     Trust dated August 25, 2000.

61.  Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September
     11, 2000, for the benefit of A. Farnham Rankin.

62.  Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September
     11, 2000, for the benefit of Elisabeth M. Rankin.

63.  Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated
     September 11, 2000.

64.  The Trust created under the Agreement, dated December 20, 1993, between
     Thomas T. Rankin, as co-trustee, Matthew M. Rankin, as co-trustee, and
     Matthew M. Rankin, for the benefit of Matthew M. Rankin.

65.  Scott Seelbach

66.  Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)

67.  Trust created under the Agreement, dated June 1, 1995, between Chloe O.
     Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin

68.  Clara T. Rankin's Qualified Annuity Interest Trust 2004 A

69.  Clara T. Rankin's Qualified Annuity Interest Trust 2004 B

70.  Trust created by the Agreement, dated June 17, 1999, between John C.
     Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the
     benefit of John C. Butler, Jr.

71.  Clara Rankin Butler 2002 Trust, dated November 5, 2002


                                      -17-
<PAGE>


72.  Griffin Bedwell Butler 2002 Trust, dated November 5, 2002

73.  Elizabeth B. Rankin

74.  Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated
     December 10, 2004, between David B.H. Williams, as trustee, and Clara
     Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire
     Williams

75.  Helen Charles Williams 2004 Trust created by the Agreement, dated December
     10, 2004, between David B.H. Williams, as trustee, and Clara Rankin
     Williams, creating a trust for the benefit of Helen Charles Williams

76.  Helen Charles Williams (by David B.H. Williams as parent of Helen Charles
     Williams)

77.  Julia L. Rankin

78.  Trust created by the Agreement, dated December 21, 2004, between Claiborne
     R. Rankin, as trustee, and Julia L. Rankin, creating a trust for the
     benefit of Julia L. Rankin

79.  Thomas Parker Rankin

80.  Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian under the Ohio
     Transfers to Minors Act).

81.  Trust created by the Agreement, dated December 21, 2004, between Chloe R.
     Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the
     benefit of Taplin Elizabeth Seelbach



                                      -18-