EX-10(XLIV) Amdt. 2 Deferred Comp Plan



 



Exhibit 10(xliv)


AMENDMENT NO. 2

TO THE NORTH AMERICAN COAL CORPORATION

DEFERRED COMPENSATION PLAN FOR MANAGEMENT EMPLOYEES

(As Amended and Restated Effective as of November 1, 2001)



     The North American Coal Corporation hereby adopts this Amendment No. 2 to
The North American Coal Corporation Deferred Compensation Plan for Management
Employees (As Amended and Restated Effective November 1, 2001) (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 consolidated return on total capital
employed (excluding NMHG Retail - Europe) for NACCO Industries, Inc. (“NACCO”)
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 NACCO 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 NACCO 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 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 NACCO Industries, Inc.”



Section 2



     Section 4.1 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 25th day of June, 2003.



	 	 	 
	
THE NORTH AMERICAN COAL CORPORATION
	 	 	 
	 	By:	
/s/ Thomas A. Koza
	 	 	


	 	Title:	
  Vice President – Law and Administration,
	 	 	
  and Secretary




- 2 -