EX-10(XXIX) Amdt. 3 NACCO Unfunded Plan



 



Exhibit 10(xxix)


AMENDMENT NO. 3

TO THE NACCO INDUSTRIES, INC.

UNFUNDED BENEFIT PLAN

(Effective September 1, 2000)



     NACCO Industries, Inc. hereby adopts this Amendment No. 3 to the NACCO
Industries, Inc. Unfunded Benefit Plan (Effective September 1, 2000) (the
“Plan”), to be effective as of January 1, 2003. Words used herein with initial
capital letters which are defined in the Plan are used herein as so defined.


Section 1



     Section 2.2 of the Plan is hereby amended in its entirety to read as
follows:


     “SECTION 2.2. (a) ROTCE means the Company’s consolidated return on
total capital employed (excluding NMHG Retail-Europe) for the applicable time
period calculated as follows:


Earnings Before Interest After-Tax (after NMHG Retail-Europe Adjustments and Project Mining Subsidiaries Adjustments)


divided by



Total Capital Employed (after NMHG Retail-Europe Adjustments and Project Mining Subsidiaries Adjustments)



	 	(b)	 	For purposes hereof, 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 the Company 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 related to federal, state and foreign income
taxes;




		
	 	     (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 the Company 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 the Company under revolving credit agreements, capital lease
obligations, current maturities of long-term debt and long-term debt;




		
	 	     (vi) “NMHG Retail-Europe 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 European 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 the NMHG European
Retail Division as determined under US GAAP, plus (C) the debt and related
interest expense recorded by NMHG related to loans to NMHG’s European
Retail Division; and



 






 







		
	 	     (vii) “Project Mining Subsidiaries Adjustment” is defined as
adjustments to Consolidated Interest Expense and Consolidated Debt to
exclude the debt and related interest expense recorded at the three
project mine subsidiaries of The North American Coal Corporation (The
Coteau Properties Company, The Falkirk Mining Company and The Sabine
Mining Company).




	 	(c)	 	ROTCE shall be determined at least annually by the Company.”



Section 2



     Section 5.1 of the Plan is hereby amended be deleting the phrase “Adjusted
ROE” each time it appears therein and substituting the term “ROTCE” therefor.


     EXECUTED this 12th day of May, 2003.



	 	 	 
	 	
NACCO INDUSTRIES, INC.
	 	 	 
	 	By:	
/s/ Charles A. Bittenbender
	 	 	


	 	Title:	
   Vice President, General Counsel and
	 	 	
  Secretary




- 2 -