Exhibit








Exhibit 4.5






AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
This AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated as of February 14, 2019 (this “Amendment”), by and among the Depository, NACCO Industries, Inc., a Delaware corporation (the “Corporation”), the new Participating Stockholder identified on the signature pages hereto (the “New Participating Stockholder”) and the Participating Stockholders under the Amended and Restated Stockholders’ Agreement, dated as of September 29, 2017, as amended (the “Stockholders’ Agreement”), by and among the Depository, the Corporation and the Participating Stockholders.  Capitalized terms defined in the Stockholders’ Agreement are used herein as so defined.
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.
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 represents and warrants to the other Participating Stockholders and the Corporation as follows:
(a)    The New Participating Stockholder is the beneficial owner of, or simultaneously with the execution hereof will acquire and be deemed to be the 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)    The 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 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 


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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 the New Participating Stockholder are now held by the 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 each 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.
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 1.11 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 Amendment and the 


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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 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 Alfred M. Rankin, Jr., Dennis W. LaBarre, John D. Neumann, Jesse L. Adkins and Kimberly J. Pustulka 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(k) 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
(b)    execute and deliver any and all Amendments whereby a Family Member, Charitable Organization or Participating Stockholder Organization becomes a Participating Stockholder or any other amendment to the Stockholders’ Agreement in accordance with Section 8 of the Stockholders’ Agreement, other than those amendments that (i) extend the term of the Stockholders’ Agreement or(ii) amend Section 2, 3, 4 or 8 of the Stockholders’ Agreement, 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 


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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 such 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, each 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. 


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IN WITNESS WHEREOF, the New Participating Stockholder, 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.


Elisabeth Marshall Rankin Trust u/a/d December 30, 2015 as amended


(a new Participating Stockholder)




Name:        /s/ Elisabeth M. Rankin, Trustee        
Elisabeth M. Rankin, Trustee


Address:    5875 Landerbrook Drive            
Mayfield Heights, Ohio 44124        




















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IN WITNESS WHEREOF, the New Participating Stockholder, 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.


NACCO INDUSTRIES, INC.




By:    /s/ John D. Neumann    


Name:    John D. Neumann    


Title:    Vice President, General Counsel and Secretary


Date:    2/14/2019    




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IN WITNESS WHEREOF, the New Participating Stockholder, 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.




NACCO INDUSTRIES, INC., as Depository




By:    /s/ John D. Neumann    


Name:    John D. Neumann    


Title:    Vice President, General Counsel and Secretary


Date:    2/14/2019    




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IN WITNESS WHEREOF, the New Participating Stockholder, 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.


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


By:    /s/ John D. Neumann    
John D. Neumann, Attorney-in-fact


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Annex A
PARTICIPATING STOCKHOLDERS
1.    Clara L. T. Rankin
2.    Alfred M. Rankin, Jr.
3.    Victoire G. Rankin
4.    Helen Rankin Butler (f/k/a Helen P. Rankin)
5.    Clara T. Rankin Williams (f/k/a 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 (f/k/a Chloe E. Rankin)
12.    Claiborne R. Rankin, Jr.
13.    Roger F. Rankin
14.    Bruce T. Rankin
15.    Martha S. Kelly
16.    Susan Sichel
17.    Jennifer T. Jerome
18.    Caroline T. Ruschell
19.    David F. Taplin
20.    Beatrice B. Taplin
21.    Theodore D. Taplin
22.    Britton T. Taplin
23.    Frank F. Taplin
24.    Rankin Management, Inc.
25.    Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.)
		
	26.
	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


		
	27.
	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




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	28.
	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.


		
	29.
	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


		
	30.
	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


		
	31.
	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


		
	32.
	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


		
	33.
	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


		
	34.
	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


		
	35.
	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


		
	36.
	The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams


		
	37.
	The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler


		
	38.
	Corbin Rankin


		
	39.
	Alison A. Rankin


		
	40.
	National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin


		
	41.
	Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor


		
	42.
	Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor


		
	43.
	Rankin Associates II, L.P.


		
	44.
	John C. Butler, Jr.


		
	45.
	Clara Rankin Butler




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	46.
	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


		
	47.
	David B. H. Williams


		
	48.
	Griffin B. Butler (by John C. Butler, Jr. as Custodian)


		
	49.
	The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000


		
	50.
	Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin


		
	51.
	Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin


		
	52.
	Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000


		
	53.
	The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin


		
	54.
	Scott Seelbach


		
	55.
	Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)


		
	56.
	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


		
	57.
	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.


		
	58.
	Clara Rankin Butler 2002 Trust, dated November 5, 2002


		
	59.
	Griffin Bedwell Butler 2002 Trust, dated November 5, 2002


		
	60.
	Elizabeth B. Rankin


		
	61.
	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


		
	62.
	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


		
	63.
	Helen Charles Williams (by David B.H. Williams as Custodian)


		
	64.
	Julia L. Rankin Kuipers


		
	65.
	Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin


		
	66.
	Thomas Parker Rankin


		
	67.
	Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)


		
	68.
	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


		
	69.
	Rankin Associates IV, L.P.




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	70.
	Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin


		
	71.
	Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin


		
	72.
	Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin


		
	73.
	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 Isabelle Scott Seelbach


		
	74.
	Lynne Turman Rankin


		
	75.
	Jacob A. Kuipers


		
	76.
	2012 Chloe O. Rankin Trust


		
	77.
	2012 Corbin K. Rankin Trust


		
	78.
	2012 Alison A. Rankin Trust


		
	79.
	2012 Helen R. Butler Trust


		
	80.
	2012 Clara R. Williams Trust


		
	81.
	The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009


		
	82.
	Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)


		
	83.
	William Alexander Rankin (by Matthew M. Rankin, as Custodian)


		
	84.
	Margaret Pollard Rankin (by James T. Rankin, as Custodian)


		
	85.
	Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach


		
	86.
	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 Thomas Wilson Seelbach


		
	87.
	Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)


		
	88.
	Elisabeth M. Rankin


		
	89.
	A. Farnham Rankin


		
	90.
	Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011


		
	91.
	The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin


		
	92.
	Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee


		
	93.
	Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee


		
	94.
	Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee




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	95.
	Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee


		
	96.
	Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #*****


		
	97.
	John C. Butler, Jr.-Roth IRA- Brokerage Account #*****


		
	98.
	DiAhn Taplin


		
	99.
	BTR 2012 GST for Helen R. Butler


		
	100.
	BTR 2012 GST for Clara R. Williams


		
	101.
	BTR 2012 GST for James T. Rankin


		
	102.
	BTR 2012 GST for Matthew M. Rankin


		
	103.
	BTR 2012 GST for Thomas P. Rankin


		
	104.
	BTR 2012 GST for Chloe R. Seelbach


		
	105.
	BTR 2012 GST for Claiborne R. Rankin, Jr.


		
	106.
	BTR 2012 GST for Julia R. Kuipers


		
	107.
	BTR 2012 GST for Anne F. Rankin


		
	108.
	BTR 2012 GST for Elisabeth M. Rankin


		
	109.
	The Anne F. Rankin Trust dated August 15, 2012


		
	110.
	Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin


		
	111.
	Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin


		
	112.
	Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers


		
	113.
	2016 Anne F. Rankin Trust


		
	114.
	2016 Elisabeth M. Rankin Trust


		
	115.
	AMR Associates, LP


		
	116.
	Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III


		
	117.
	Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers


		
	118.
	Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)


		
	119.
	Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)


		
	120.
	Vested Trust for James T. Rankin, Jr. U/A/D December 4, 2015


		
	121.
	Vested Trust for Margaret Pollard Rankin U/A/D December 4, 2015




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122.    Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)
123.    James T. Rankin, Jr. (by James T. Rankin, as Custodian)
124.    Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)
		
	125.
	The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren


		
	126.
	Rankin Associates V, L.P.


		
	127.
	Rankin Associates VI, L.P.










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