EX-10.4






Exhibit 10.4




AMENDMENT NO. 1

TO THE NACCO MATERIALS HANDLING GROUP, INC.

UNFUNDED BENEFIT PLAN

(As Amended and Restated Effective as of December 1, 2007)




          NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 1 to the NACCO Materials
Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective as of December 1,
2007) (the “Plan”), to be effective as of January 1, 2008. Words used herein with initial capital
letters which are defined in the Plan are used herein as so defined.




Section 1




          The last sentence of Section 7.1(c) of the Plan is hereby amended in its entirety to read as
follows:




          “Notwithstanding the foregoing, if such a Participant was in pay status on December 31, 2007,
such Participant shall receive his normally scheduled installment payment (determined in accordance
with the terms of the Plan as in effect prior to this restatement and his payment election, as
applicable) at the appropriate time during 2008 and 2009, with each such installment payment being
classified as a single payment for purposes of Code Section 409A.”




Section 2



          Article VII of the Plan is hereby amended by adding a new Section 7.3 to the end thereof, to
read as follows:



          “SECTION 7.3. Additional Payments.





     (a) At the time described in clause (b) of this Section 7.3, the Company shall pay to each
Participant who is a Covered Employees (i) an amount equal to the positive difference, if any,
of I minus II (the “Income Tax Payment”), plus (ii) an additional amount such that, after
payment by the Participant of all applicable federal, state and local income taxes and
employment (e.g., FICA) taxes on the Income Tax Payment, the Participant will retain an amount
equal to the Income Tax Payment (the “Gross-Up Payment”). For purposes of this Section 7.3:



	 	 	 	 	 	 	 
	 

	 	I
	 	=
	 	The Participant’s federal, state and local income tax and
employment (e.g., FICA) tax liability with respect to the payment of the
amounts described in Section 7.1(b)(ii)(X) (his “Frozen Account Balance”); and
	 
	 	 	 	 	 	 
	 

	 	II
	 	=
	 	The amount of federal, state and local income tax
employment (e.g., FICA) tax liability the Participant would have incurred with
respect to the payment of the Participant’s Frozen Account Balance if the
Frozen Account Balance had been paid to the Participant during the 2008 Plan
Year.






1









 






For purposes of calculating the amounts described in I and II above and determining the Gross-Up
Payment, the Participant will be considered to pay (A) federal income taxes at the highest rate
in effect in the applicable year and (B) state and local income taxes at the highest rate in
effect in the state or locality in which the applicable payment would be subject to state or
local tax, net of the maximum reduction in federal income tax that could be obtained from
deduction of such state and local taxes. All determinations required to be made under this
Section 7.3 shall be made by the Company, after receiving applicable information from the
Participant.




     (b) The payment described in paragraph (a) of this Section 7.3 shall be made at the same
time as the payment described in Section 7.1(b)(ii)(X).”



EXECUTED this 11th day of November, 2008.




	 	 	 	 	 
	 	NACCO MATERIALS HANDLING GROUP, INC.

 	 
	 	By:  	/s/
Charles A. Bittenbender	 
	 	Title: 	Secretary	 
	 	 	 	 
	 




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