EX-10.81






Exhibit 10.81



NACCO MATERIALS HANDLING GROUP, INC.

EXCESS PENSION PLAN FOR UK TRANSFEREES

(As Amended and Restated Effective November 11, 2008)





NACCO Materials Handling Group, Inc. (the “Company”) does hereby adopt this amendment and
restatement of the NACCO Materials Handling Group, Inc. Excess Pension Plan for UK
Transferees, on the terms and conditions described hereinafter, effective as of November 11,
2008:



ARTICLE I - PREFACE




     Section 1.1. Effective Date. This Plan was originally effective as of October
1, 2002. The applicable original Effective Date for the sole Participant in the Plan is listed on
Exhibit A hereto. The effective date of this amendment and restatement of the Plan is
November 11, 2008.



     Section 1.2. Purpose of the Plan/Benefit Freeze. The purpose of this Plan is
to provide the Participant with non-qualified supplemental pension benefits which were designed to
provide the Participant (and his Beneficiaries) with a level of retirement benefits at least equal
to the retirement benefits they would have received had they continued to participate in the UK
Pension Plan through December 31, 2005. The Excess Pension Benefits under the Plan are hereby
permanently frozen effective December 31, 2005.



     Section 1.3. Governing Law. This Plan shall be regulated, construed and
administered under the laws of the State of North Carolina, except when preempted by federal law.



     Section 1.4. Gender and Number. For purposes of interpreting the provisions
of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender
shall be deemed to include the masculine, and the singular shall include the plural unless
otherwise clearly required by the context.



     Section 1.5. Code Section 409A.



          (i) The portion of a Participant’s Excess Pension Benefit that was vested and deferred prior
to January 1, 2005 and that qualifies for “grandfathered status” under Section 409A of the Code
(determined in accordance with the regulations issued thereunder) shall continue to be governed by
the law applicable to nonqualified deferred compensation prior to the addition of Section 409A to
the Code, shall be subject to the terms and conditions specified in the Plan as in effect prior to
January 1, 2005 (as restated herein) and shall be referred to herein as the “Grandfathered Excess
Pension Benefits.”




          (ii) The portion of a Participant’s Excess Pension Benefit that does not qualify for
“grandfathered status” under Section 409A of the Code (if any) is intended to fully comply with the
requirements of Section 409A of the Code and shall be referred to herein as the “Non-Grandfathered
Excess Pension Benefits.”




          (iii) It is intended that the Non-Grandfathered Excess Pension Benefits provided under the
Plan be in full compliance with the requirements of Code Section 409A. The Plan shall be
interpreted and administered in a manner to give effect to such intent. Notwithstanding the
foregoing, the Employers do not guarantee any particular tax result to Participants or
Beneficiaries with respect to any amounts deferred or any payments provided hereunder, including
tax treatment under Code Section 409A.




ARTICLE II - DEFINITIONS





Except as otherwise provided in this Plan, terms defined in the Profit Sharing Plan as it
may be amended from time to time shall have the same meanings when used herein, unless a
different meaning is clearly required by the context of this Plan. In addition, the
following words and phrases shall have the following respective meanings for purposes of
this Plan.



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     Section 2.1. Actual UK Pension Benefit shall mean an amount payable in British
Pounds Sterling equal to the annual benefit in fact payable to the Participant or his Beneficiary
under the UK Pension Plan at the time of the Participant’s Termination of Employment, taking into
account for this purpose any cost-of-living increases between the Effective Date of a Participant’s
participation in the Plan and the date of Termination of Employment.



     Section 2.2. Beneficiary shall mean the Participant’s surviving spouse or any
other designated beneficiary who is entitled to receive survivor benefits under the UK Pension
Plan.



     Section 2.3. Company shall mean NACCO Materials Handling Group, Inc. or any
entity that succeeds NACCO Materials Handling Group, Inc. by merger, reorganization or otherwise.



     Section 2.4. Compensation shall mean the actual US compensation received by
the Participant from the Controlled Group through December 31, 2005. In those circumstances where
it is necessary to convert US dollars to UK equivalent earnings, the conversion will be based on
comparable compa-ratio to midpoint of UK equivalent level position



     Section 2.5.  Controlled Group shall have the meaning specified in the Profit
Sharing Plan (i.e., the Company and any and all other corporations, trades and/or businesses, the
Employees of which, together with the Employees of the Company, are required by Code Section 414 to
be treated as if they were employed by a single employer).



     Section 2.6. Employer shall mean the Company and NMHG Oregon, LLC.



     Section 2.7. Excess Pension Benefit or Benefit shall mean the retirement
benefits described in Article III that are payable to or with respect to a Participant under this
Plan.



     Section 2.8.  “Key Employee.” Effective April 1, 2008, a Participant shall be
classified as a Key Employee if he meets the following requirements:




	 	(a)	 	The Participant, with respect to the Participant’s relationship with the
Company and the Controlled Group members, met the requirements of Section
416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5)) and
the Treasury Regulations issued thereunder at any time during the 12-month period
ending on the most recent Identification Date (defined below) and his Termination of
Employment occurs during the 12-month period beginning on the most recent Key Employee
Effective Date (defined below). When applying the provisions of Code Section 416(i)
for this purpose: (i) the definition of “compensation” (A) shall be as defined in
Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation
for which the Employer is required to furnish the Employee with a Form W-2 under Code
Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee
under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury
Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of non-resident alien
employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i)
shall be 60 instead of 50.
	 
	 	(b)	 	The Identification Date for Key Employees is each December 31st and
the Key Employee Effective Date is the following April 1st. As such, any
Employee who is classified as a Key Employee as of December 31st of a
particular Plan Year shall maintain such classification for the 12-month period
commencing on the following April 1st.
	 
	 	(c)	 	Notwithstanding the foregoing, a Participant shall not be classified as a Key
Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly
traded on an established securities market or otherwise on the date of the
Participant’s Termination of Employment.





     Section 2.9. Participant. shall mean the Participant listed on Exhibit A
hereto.



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     Section 2.10. Plan shall mean the NACCO Materials Handling Group, Inc. Excess
Pension Plan for UK Transferees, as herein set forth or as duly amended.



     Section 2.11. Plan Administrator shall mean the Administrative Committee
appointed under the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan.



     Section 2.12. Plan Year shall mean the calendar year.



     Section 2.13. Profit Sharing Plan shall mean the NACCO Materials Handling
Group, Inc. Profit Sharing Plan as in effect on December 31, 2005.



     Section 2.14. Targeted UK Pension Benefit shall mean an amount payable to the
Participant in British Pounds Sterling equal to the annual benefit which would have been paid to
the Participant under the UK Pension Plan if the Participant had continued to participate in the UK
Pension Plan until December 31, 2005, taking into account the Participant’s service with the US
members of the Controlled Group and all Compensation which would otherwise satisfy the definition
of pensionable earnings under the UK Pension Plan (converted to UK equivalent earnings) through
such date. Without limiting or expanding the foregoing, as applied to a Beneficiary, if the
Participant dies after December 31, 2005 but before incurring a Termination of Employment, the
Targeted UK Pension Benefit payable to the Beneficiary shall be calculated as if the Participant
had died while an active member of the UK Pension Plan; provided, however, that the Beneficiary
shall not be entitled to receive the death in service lump sum benefit that would otherwise have
been payable with respect to the UK Pension Plan



     Section 2.15.  Termination of Employment shall mean, with respect to the
Participant’s relationship with the Controlled Group, a separation from service as defined under
Code Section 409A (and the regulations and other guidance issued thereunder).



     Section 2.16. UK Pension Plan: shall mean the NMHG UK Retirement Plan, as in
effect from time to time.



     Section 2.17. Unfunded Plan shall mean the NACCO Materials Handling Group,
Inc. Unfunded Benefit Plan, as in effect on December 31, 2005.



     Section 2.18. US Retirement Benefits  shall mean $261,351 as of December 31,
2005, increased at an assumed investment return rate of 6% per year until Termination of
Employment.



     Section 2.19. Valuation Date shall mean the last day of each Plan Year and any
other date chosen by the Plan Administrator.



ARTICLE III- EXCESS PENSION BENEFITS




     Section 3.1. Excess Pension Benefits.



               (a) Amount . Subject to the provisions of Sections 6.5, 6.6 and 7.4 hereof, the
Excess Pension Benefit shall initially be calculated as an annual retirement benefit equal to the
difference between:




	 	(i)	 	The Targeted UK Pension Benefit reduced by the Actual UK Pension
Benefit (both converted to U.S. dollars in accordance with rules adopted by the
Plan Administrator); and
	 
	 	(ii)	 	The US Retirement Benefits, converted to an annuity using a 6%
interest rate and the 1983 Group Annuity Mortality table.






The annual Excess Pension Benefit so determined shall be divided by twelve (12) to determine
the monthly Excess Pension Benefit payable hereunder.



               (b) Time and Form of Payment.



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          (i) Normal Form of Payment. The monthly Excess Pension Benefit shall be paid to the
Participant (or his Beneficiary, in the event of his death) in the form of monthly annuity payments
for the life of the Participant (or Beneficiary, as applicable). Except as otherwise specified in
clause (vi) below, the first payment shall commence on the first day of the second month after the
Participant’s Termination of Employment




          (ii) Optional Lump Sum Payment subject to 10% Penalty. Notwithstanding clause (i),
the Participant (or Beneficiary, if applicable), shall be permitted to elect an immediate lump sum
payment of the present value of the Grandfathered Excess Pension Benefits, at any time following
the Participant’s Termination of Employment. The amount of such lump sum payment shall be equal to
the present value of the Grandfathered Excess Pension Benefits, calculated using a 6% interest rate
and the 1983 Group Annuity Mortality Table, less 10%. Such payment shall be made as soon as
practicable after such withdrawal request is processed by the Employer and shall fully discharge
the Employer for any and all liabilities hereunder to the Participant and his Beneficiary with
respect to the Grandfathered Excess Pension Benefits.




          (iii) Time of Payment/Processing. All payments under the Plan shall be made on, or
within 90 days of, the specified payment date.




          (iv) Payments Violating Applicable Law. Notwithstanding any provision of the Plan
to the contrary, the payment of all or any portion of the amounts payable hereunder will be
deferred to the extent that the Company reasonably anticipates that the making of such payment
would violate Federal securities laws or other applicable law (provided that the making of a
payment that would cause income taxes or penalties under the Code shall not be treated as a
violation of applicable law). The deferred amount shall become payable at the earliest date at
which the Company reasonably anticipates that making the payment will not cause such violation




          (v) Delayed Payments due to Solvency Issues. Notwithstanding any provision of the
Plan to the contrary, an Employer shall not be required to make any payment hereunder to any
Participant or Beneficiary if the making of the payment would jeopardize the ability of the
Employer to continue as a going concern; provided that any missed payment is made during the first
calendar year in which the funds of the Employer are sufficient to make the payment without
jeopardizing the going concern status of the Employer.




          (vi) Key Employees. Notwithstanding any provision of the Plan to the contrary,
distributions of Non-Grandfathered Excess Pension Benefits to Key Employees made on account of a
Termination of Employment may not be made before the 1st day of the 7th month
following such Termination of Employment (or, if earlier, the date of death) except for payments
made on account of (i) a QDRO (as specified in Section 5.5(b)) or (ii) a conflict of interest or
the payment of FICA taxes (as specified in clause (vii) below). Any amounts that are otherwise
payable to the Key Employee during such period shall be accumulated and paid in a lump sum make-up
payment within 10 days following the 1st day of the 7th month following the
Key Employee’s Termination of Employment.




          (vii) Acceleration of Payments. Notwithstanding any provision of the Plan to the
contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued
thereunder, payments of Non-Grandfathered Excess Pension Benefits hereunder may be accelerated (i)
to the extent necessary to comply with federal, state, local or foreign ethics or conflicts of
interest laws or agreements or (ii) to the extent necessary to pay the FICA taxes imposed on
benefits hereunder under Code Section 3101, and the income withholding taxes related thereto.
Payments may also be accelerated if the Plan (or a portion thereof) fails to satisfy the
requirements of Code Section 409A; provided that the amount of such payment may not exceed the
amount required to be included as income as a result of the failure to comply with Code Section
409A.




ARTICLE IV  - VESTING




     Section 4.1. Vesting. A Participant shall always be 100% vested in his Excess
Pension Benefits hereunder. Notwithstanding the foregoing, while Participants are always 100%
vested in their Excess Pension Benefits hereunder, this does not give rise to any right or
entitlement (whether legal, equitable or otherwise) to payment or distribution otherwise than in
accordance with Article III of the Plan.



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ARTICLE V - MISCELLANEOUS




     Section 5.1. Liability of Employers. Nothing in this Plan shall constitute
the creation of a trust or other fiduciary relationship between an Employer and any Participant,
Beneficiary or any other person.



     Section 5.2. Limitation on Rights of Participants and Beneficiaries — No Lien.




This Plan is designed to be an unfunded, nonqualified plan. Nothing contained
herein shall be deemed to create a trust or lien in favor of any Participant or
Beneficiary on any assets of an Employer. The Employers shall have no obligation to
purchase any assets that do not remain subject to the claims of the creditors of the
Employers for use in connection with the Plan. No Participant or Beneficiary or any
other person shall have any preferred claim on, or any beneficial ownership interest
in, any assets of the Employers prior to the time that such assets are paid to the
Participant or Beneficiary as provided herein. Any liabilities on the books of the
Employers are purely notional. They do not give the Participant any right or
entitlement (whether legal, equitable or otherwise) to any particular assets held
for the purposes of the Plan or otherwise.



     Section 5.3. No Guarantee of Employment. Nothing in this Plan shall be
construed as guaranteeing future employment to Participants. A Participant continues to be an
Employee of an Employer solely at the will of such Employer subject to discharge at any time, with
or without cause.



     Section 5.4. Payment to Guardian. If a Benefit payable hereunder is payable
to a minor, to a person declared incompetent or to a person incapable of handling the disposition
of his property, the Plan Administrator may direct payment of such Benefit to the guardian, legal
representative or person having the care and custody of such minor, incompetent or person. The
Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as
it may deem appropriate prior to distribution of the benefit. Such distribution shall completely
discharge the Employers from all liability with respect to such Benefit.



     Section 5.5. Assignment.



          (a) Subject to Subsection (b), no right or interest under this Plan of any Participant or
Beneficiary shall be assignable or transferable in any manner or be subject to alienation,
anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or
subject to the debts or liabilities of the Participant or Beneficiary.




          (b) Notwithstanding the foregoing, the Plan Administrator shall honor a judgment, order or
decree from a state domestic relations court (a “QDRO”) which requires the payment of all or a part
of a Participant’s or Beneficiary’s vested interest under this Plan to an “alternate payee” as
defined in Code Section 414(p).




     Section 5.6. Severability. If any provision of this Plan or the application
thereof to any circumstance(s) or person(s) is held to be invalid by a court of competent
jurisdiction, the remainder of the Plan and the application of such provision to other
circumstances or persons shall not be affected thereby.



     Section 5.7. Effect on other Benefits. Benefits payable to or with respect to
a Participant under the Profit Sharing Plan or any other Employer sponsored (qualified or
nonqualified) plan, if any, are in addition to those provided under this Plan. In addition, the
Excess Pension Benefits provided hereunder shall not be taken into account for any purpose under
any other Employer sponsored plan.



     Section 5.8. Taxes. Benefits payable under the Plan shall be reduced by all
applicable income and employment taxes.



ARTICLE VI -ADMINISTRATION OF PLAN




     Section 6.1. Administration.



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          (a) In general. The Plan shall be administered by the Plan Administrator. The Plan
Administrator shall have discretion to interpret where necessary all provisions of the Plan
(including, without limitation, by supplying omissions from, correcting deficiencies in, or
resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings
with respect to any issue arising under the Plan, to determine the rights and status under the Plan
of Participants or other persons, to resolve questions (including factual questions) or disputes
arising under the Plan and to make any determinations with respect to the Benefits payable under
the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan.
Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the
authority (i) to determine whether a particular employee is a Participant, and (ii) to determine if
a person is entitled to Benefits hereunder and, if so, the amount and duration of such Benefits.
The Plan Administrator’s determination of the rights of any person hereunder shall be final and
binding on all persons, subject only to the provisions of Sections 6.3 and 6.4 hereof.




          (b) Delegation of Duties. The Plan Administrator may delegate any of its
administrative duties, including, without limitation, duties with respect to the processing,
review, investigation, approval and payment of Benefits, to a named administrator or
administrators.




     Section 6.2. Regulations. The Plan Administrator shall promulgate any rules
and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret
the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be
contrary to the provisions of the Plan. The rules, regulations and interpretations made by the
Plan Administrator shall, subject only to the provisions of Sections 6.3 and 6.4 hereof, be final
and binding on all persons.



     Section 6.3. Claims Procedures. The Plan Administrator shall determine the
rights of a person to any Benefits hereunder. Any person who believes that he has not received the
Benefits to which he is entitled under the Plan may file a claim in writing with the Plan
Administrator. The Plan Administrator shall, no later than 90 days after the receipt of a claim
(plus an additional period of 90 days if required for processing, provided that notice of the
extension of time is given to the claimant within the first 90 day period), either allow or deny
the claim in writing. If a claimant does not receive written notice of the Plan Administrator’s
decision on his claim within the above-mentioned period, the claim shall be deemed to have been
denied in full.



A denial of a claim by the Plan Administrator, wholly or partially, shall be written in a
manner calculated to be understood by the claimant and shall include:




	 	(a)	 	the specific reasons for the denial;
	 
	 	(b)	 	specific reference to pertinent Plan provisions on which the denial
is based;
	 
	 	(c)	 	a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary; and
	 
	 	(d)	 	an explanation of the claim review procedure.






A claimant whose claim is denied (or his duly authorized representative) may within 60 days
after receipt of denial of a claim file with the Plan Administrator a written request for a
review of such claim. If the claimant does not file a request for review of his claim
within such 60-day period, the claimant shall be deemed to have acquiesced in the original
decision of the Plan Administrator on his claim. If such an appeal is so filed within such
60 day period, the Company (or its delegate) shall conduct a full and fair review of such
claim. During such review, the claimant shall be given the opportunity to review documents
that are pertinent to his claim and to submit issues and comments in writing. For this
purpose, the Company (or its delegate) shall have the same power to interpret the Plan and
make findings of fact thereunder as is given to the Plan Administrator under Section 6.1(a)
above.




The Company shall mail or deliver to the claimant a written decision on the matter based on
the facts and the pertinent provisions of the Plan within 60 days after the receipt of the
request for review (unless special circumstances require an extension of up to 60 additional
days, in which case written notice of such



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extension shall be given to the claimant prior to the commencement of such extension). Such
decision shall be written in a manner calculated to be understood by the claimant, shall
state the specific reasons for the decision and the specific Plan provisions on which the
decision was based and shall, to the extent permitted by law, be final and binding on all
interested persons. Such a decision shall include statements that (i) the claimant is
entitled to receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant to the claimant’s claim for benefits
and (ii) a statement of the claimant’s right to bring an action under Section 502(a) of
ERISA.



     Section 6.4. Revocability of Plan Administrator/Company Action. Any action
taken by the Plan Administrator or the Company with respect to the rights or benefits under the
Plan of any person shall be revocable by the Plan Administrator or the Company as to payments not
yet made to such person, and acceptance of any Benefits under the Plan constitutes acceptance of
and agreement to the Plan Administrator’s or the Company’s making any appropriate adjustments in
future payments to such person (or to recover from such person) any excess payment or underpayment
previously made to him.



     Section 6.5. Amendment. The Company may at any time (without the consent of
any Employer) amend any or all of the provisions of this Plan, except that no such amendment may
reduce or adversely affect any Participant’s vested Benefit as of the date of such amendment
without the prior written consent of the affected Participant; provided that such limitations shall
not apply to the extent such amendment or termination is deemed necessary by the Company to comply
with the requirements of Code Section 409A. Any amendment shall be (1) subject to the approval or
ratification of The NACCO Industries, Inc. Benefits Committee and (2) in the form of a written
instrument executed by an officer of the Company. Subject to the foregoing provisions of this
Section, such amendment shall become effective as of the date specified in such instrument or, if
no such date is specified, on the date of its execution.



     Section 6.6. Termination.



          (a) The Company (without the consent of any Employer), in its sole discretion, may terminate
this Plan at any time and for any reason whatsoever, except that, subject to Subsection (b) hereof,
no such termination may reduce or adversely affect any Participant’s vested Benefit as of the date
of such termination without the prior written consent of the affected Participant; provided that
such limitations shall not apply to the extent such amendment or termination is deemed necessary by
the Company to comply with the requirements of Code Section 409A. Any such termination shall be
expressed in the form of a written instrument executed by an officer of the Company on the order of
the Compensation Committee of the Board of Directors of the Company. Subject to the foregoing
provisions of this Section, such termination shall become effective as of the date specified in
such instrument or, if no such date is specified, on the date of its execution. Written notice of
any termination shall be given to the Participants as soon as practicable after the instrument is
executed.




          (b) Notwithstanding anything in the Plan to the contrary, in the event of a termination of the
Plan (or any portion thereof), the Company, in its sole and absolute discretion, shall have the
right to change the time and form of distribution of Participants’ Excess Pension Benefits,
including requiring that all such Benefits be immediately distributed in the form of lump sum
payments (calculated using the assumptions specified in Section 3.1(b)(ii)), but only to the extent
such change is permitted by Code Section 409A and Treasury Regulations and other guidance issued
thereunder. In the event that the Company exercises its rights under this Subsection and pays
Benefits to a Participant in the form of a single lump sum, then the Participant shall also be
entitled to receive a “tax gross up payment” equal to the sum of (A) the difference between the
“Taxes” (as such term is defined in the following sentence) which the Participant actually pays on
such lump sum payment and the Taxes which would have been paid by the Participant had the Benefits
been paid in the normal form of payment hereunder and (B) all Taxes incurred by the Participant as
a result of the receipt of this tax gross up payment. For purposes of this Section, the terms
“Taxes” means the incremental Federal, state, local and foreign income, excise and other taxes
payable by the Participant with respect to the Benefits (and/or the tax gross up payment, as
applicable). The Company shall be solely responsible for the calculation of the amount of the tax
gross up payment and shall notify the Participant of the amount thereof. The tax gross up payment
(if any) shall be paid at the same time as the lump sum payment of the Benefits hereunder; to the
extent permitted by Code Section 409A, but in no event later than December 31 of the year following
the year in which the Participant incurs the Taxes.




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ARTICLE VII - ADOPTION BY OTHER EMPLOYERS, TRANSFERS AND GUARANTEES




     Section 7.1. In general.



          The provisions of this Article shall apply notwithstanding any other provision of the Plan to
the contrary.




     Section 7.2. Adoption of Plan by other Employers/Withdrawal.



          (a) Any Controlled Group Member may adopt the Plan with the written consent of the Company (on
the authorization of the NACCO Industries, Inc. Benefits Committee). Any such adopting employer
must (i) execute an instrument evidencing such adoption and (ii) file a copy of such Instrument
with the Plan Administrator. Such adoption may be subject to such terms and conditions as the
Company requires or approves. By this adoption of the Plan, Employers other than the Company shall
be deemed to authorize the Company to take any actions within the authority of the Company under
the terms of the Plan.




          (b) Notwithstanding the foregoing, in the case of any Employer that adopts the Plan and
thereafter (i) ceases to exist, (ii) ceases to be a Controlled Group Member or (iii) withdraws or
is eliminated from the Plan, it shall not thereafter be considered an Employer hereunder.




          (c) Any Employer (other than the Company) which adopts this Plan may elect separately to
withdraw from the Plan and such withdrawal shall constitute a termination of the Plan as to it;
provided, however, that (i) such terminating Employer shall continue to be an Employer for the
purposes hereof as to Participants or Beneficiaries to whom it owes obligations hereunder, and (ii)
such termination shall be subject to the limitations and other conditions described in Section 6.6,
treating the Employer as if it were the Company.




     Section 7.3. Expenses. The expenses of administering the Plan shall be paid
by the Employers, as directed by the Company.



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     Section 7.4. Liability for Payment/Transfers of Employment Within U.S.



          (a) Subject to the provisions of Subsections (b) and (c) hereof, each Employer shall be liable
for the payment of the Excess Pension Benefits which are payable hereunder to or on behalf of its
Employees.




          (b) Notwithstanding the foregoing, if an Excess Pension Benefit payable to or on behalf of a
Participant is based on the Participant’s employment with more than one U.S. Employer the following
provisions shall apply:





(i) Upon a transfer of employment, the liabilities accrued on the books of the prior
Employer shall be frozen and the new Employer shall establish a liability on its books
for future accruals.




(ii) Upon distribution, each Employer shall be liable for the payment of its portion
of the Excess Pension Benefits and each Employer shall (to the extent permitted by
applicable law) receive an income tax deduction for the amount of those payments.



          (c) Notwithstanding the foregoing, in the event that NMHG Oregon, LLC. is unable or refuses to
satisfy its obligations hereunder with respect to the payment of Excess Pension Benefits to its
Employees, the Company shall guarantee and be responsible for the payment thereof.




EXECUTED, this 11th day of November, 2008.




	 	 	 	 	 	 	 
	 	 	NACCO MATERIALS HANDLING	 	 
	 	 	GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Charles Bittenbender
 

	 	 
	 	 	Title: Secretary	 	 






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Exhibit A




Participants and Applicable Effective Date




Michael Brogan  — Effective as of October 1, 2002





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