AMENDMENT TO STOCKHOLDERS’ AGREEMENT

AMENDMENT TO STOCKHOLDERS’ AGREEMENT

     This AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of March 24, 2006 (this “Amendment”), by and among National City Bank, (Cleveland, Ohio), as depository (“Depository”), the Participating Stockholders under the Stockholders’ Agreement, dated as of March 15, 1990, as amended, NACCO Industries, Inc., a Delaware corporation (the “Corporation”), and the new Participating Stockholders identified on the signature pages hereto (the “New Participating Stockholders”).

     This Amendment sets forth the terms and conditions on which each of the New Participating Stockholders will join in and become a party to the Stockholders’ Agreement, dated as of March 15, 1990, as amended (the “Stockholders’ Agreement”). Capitalized terms defined in the Stockholders’ Agreement are used herein as so defined.

     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. Each New Participating Stockholder, for such New Participating Stockholder only and not for any other Participating Stockholder, represents and warrants to the other Participating Stockholders and the Corporation as follows:

     (a) Such 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) Such 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

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governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating 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 such New Participating Stockholder are now held by such 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. Each New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders’ Agreement applicable to Participating Stockholders.

          4. Beneficiaries. Each New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment.

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          5. Amendment of Stockholders’ Agreement. The Stockholders’ Agreement is hereby amended to add each 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 1.9 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

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Amendment and the 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

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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. Each of the undersigned New Participating Stockholders hereby constitutes and appoints Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xx., Xxxxxx X. XxXxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxxxxxx, 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(f)(iii) 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

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     (b) Execute and deliver any and all Amendments whereby a Family Member or a Charitable Organization becomes a Participating Stockholder or any other Amendment that does not require approval of 66-2/3 percent of the shares of Class B Common Stock subject to the Stockholders’ Agreement pursuant to Section 8 of the Stockholders’ Agreement, including, without limitation, a change in the depository, 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 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 any of the undersigned New Participating Stockholders. 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 Stockholders, 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.

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		Xxxxxx X. Xxxxxx, Xx.’s 2008B Qualified Annuity
		Interest Trust (a New Participating Stockholder)
		By:		/s/ Xxxxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx, Xx., Trustee
		Address:
		Suite 300
		0000 Xxxxxxxxxxx Xxxxx
		Xxxxxxxxx, Xxxx 00000

Number of Shares of

Class B Common Stock

46,052 shares of NACCO Class B Common Stock
126,507 shares of NACCO Class B Common Stock (represents proportional interest in RAI)

		Xxxxx X. Xxxxxx’x Qualified Annuity Interest
		Trust 2008B (a New Participating Stockholder)
		By:		/s/ Xxxxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx, Xx., Trustee
		Address:
		Suite 300
		0000 Xxxxxxxxxxx Xxxxx
		Xxxxxxxxx, Xxxx 00000

Number of Shares of

Class B Common Stock

7,000 shares NACCO Class B Common Stock
106,924 shares NACCO Class B Common Stock (represents proportional share in RAI)
221,040 shares NACCO Class B Common Stock (represents proportional share in RAIV)

	National City Bank, (Cleveland, Ohio)
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President

		NACCO INDUSTRIES, INC.
		By: Name:		/s/ Xxxxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx, Xx.
		Title:		President and Chief Executive Officer

		THE PARTICIPATING STOCKHOLDERS
		listed in Exhibit A attached hereto and incorporated herein by this reference
		By:		/s/ Xxxxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxxxx, Xx., Attorney-in-Fact

Exhibit A

PARTICIPATING STOCKHOLDERS

1.		Xxxxx X. X. Xxxxxx
2.		Xxxxxx X. Xxxxxx, Xx.
3.		Victoire X. Xxxxxx
4.		Xxxxx Xxxxxx Xxxxxx (fka Xxxxx X. Xxxxxx)
5.		Xxxxx X. Xxxxxx Xxxxxxxx (fka Xxxxx X. Xxxxxx)
6.		Xxxxxx X. Xxxxxx
7.		Xxxxxxx X. Xxxxxx
8.		Xxxxx X. Xxxxxx
9.		Claiborne X. Xxxxxx
10.		Xxxxx X. Xxxxxx
11.		Xxxxx X. Xxxxxxxx (fka Xxxxx X. Xxxxxx)
12.		Claiborne X. Xxxxxx, Xx.
13.		Xxxxx X. Xxxxxx
14.		Xxxxx X. Xxxxxx
15.		Xxxxx X. Xxxxxx
16.		Xxxxxxxx X. Xxxxxx
17.		Xxxxxxxxx X. Xxxxx (by Xxxxxx X. Xxxxxx III, Attorney-in-fact)
18.		Xxxxxx X. Xxxxx
19.		Xxxxx Xxxxxx (fka Xxxxx X. Xxxxxxx)
20.		Xxxxxxxx X. Xxxxxx
21.		Xxxxxxxx X. Xxxxxxxx
22.		Xxxxx X. Xxxxxx
23.		Xxxxxx X. Xxxxxx

24.		Xxxxxxxx X. Xxxxxx
00.		Xxxxxx X. Xxxxxx, Xx.
00.		Xxxxxxxx X. Xxxxxx
27.		Xxxxxxx X. Xxxxxx
28.		Xxxxx X. Xxxxxx
29.		Xxxxxx Management, Inc.
30.		Xxxxxx Associates I, L.P. (fka CTR Family Associates, L.P.)
31.		The Trust created under the Agreement, dated December 18, 1963, among National City Bank, as trustee, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, for the benefit of Xxxxxxxxx X. Xxxxx.
32.		The Trust created under the Agreement, dated December 15, 1976, between National City Bank, as trustee, and Xxxxx X. Xxxxxx, for the benefit of grandchildren.
33.		The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Xxxxx X.X. Xxxxxx, for the benefit of grandchildren.
34.		The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended and restated, between National City Bank, as trustee, and Xxxxxx X. Xxxxxx, for the benefit of Xxxxxx X. Xxxxxx.
35.		The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxx X. Xxxxxx, for the benefit of Xxxxx X. Xxxxxx.
36.		The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxxx X. Xxxxxx, Xx., for the benefit of Xxxxxx X. Xxxxxx, Xx.
37.		The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire X. Xxxxxx, as trustee, and Victoire X. Xxxxxx, for the benefit of Victoire X. Xxxxxx.
38.		The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, as trustee, and Xxxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxxx X. Xxxxxx.
39.		The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne X. Xxxxxx, as trustee, and Claiborne X. Xxxxxx, creating a trust for the benefit of Claiborne X. Xxxxxx.

40.		The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Xxxxx X. Xxxxxx, as trustee, and Xxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxx X. Xxxxxx.
41.		The Trust created under the Agreement, dated September 28, 2000, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxx X. Xxxxxx, for the benefit of Xxxxx X. Xxxxxx.
42.		The Trust created under the Agreement, dated December 11, 1957, as supplemented, amended and restated, between National City Bank, as trustee, and Xxxxx X. Xxxxxx, for the benefit of Xxxxx X. Xxxxxx.
43.		The Trust created under the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank, as trustee, and Xxxxxx X. Xxxxxx, for the benefit of Xxxxxx X. Xxxxxx.
44.		The Trust created under the Agreement, dated August 26, 1974, between National City Bank, as trustee, and Xxxxxx X. Xxxxxx, Xx., for the benefit of Xxxxxx X. Xxxxxx, Xx.
45.		The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Xxxxxxxx X. Xxxxxx, for the benefit of Xxxxxxxx X. Xxxxxx.
46.		The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Xxxxxxx X. Xxxxxx for the benefit of Xxxxxxx X. Xxxxxx.
47.		The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxx X. (Xxxxxx) Xxxxxxxx for the benefit of Xxxxx X. (Xxxxxx) Xxxxxxxx.
48.		The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxx X. (Xxxxxx) Xxxxxx for the benefit of Xxxxx X. (Xxxxxx) Xxxxxx.
49.		Xxxxxx Xxxxxx
50.		Xxxxxx X. Xxxxxx
51.		National City Bank as agent under the Agreement, dated July 16, 1969, with Xxxxxxxx X. Xxxxxx.
52.		Xxxxxx X. Xxxxxx, as trustee fbo X. Xxxxxxx Xxxxxx under Irrevocable Trust No. 1, dated December 18, 1997, with Xxxxx Xxxxxx, Grantor.
53.		Xxxxxx X. Xxxxxx, as trustee fbo Xxxxxxxxx X. Xxxxxx under Irrevocable Trust No. 1, dated December 18, 1997, with Xxxxx Xxxxxx, Grantor.
54.		Xxxxxx Associates II, L.P.
55.		Xxxx X. Xxxxxx, Xx.

56.		Xxxxx Xxxxxx Xxxxxx (by Xxxx X. Xxxxxx, Xx. as custodian)
57.		The Trust created under the Agreement, dated July 24, 1998, as amended, between Xxxxx X. Xxxxxx, as trustee, and Xxxxx X. Xxxxxx, for the benefit of Xxxxx X. Xxxxxx.
58.		Xxxxx X. Xxxxxxxx
59.		Xxxxxxx X. Xxxxxx (by Xxxx X. Xxxxxx, Xx. as Custodian)
60.		Claiborne X. Xxxxxx as Trustee of the Claiborne X. Xxxxxx, Xx. Revocable Trust dated August 25, 2000.
61.		Xxxxxx X. Xxxxxx as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of X. Xxxxxxx Xxxxxx.
62.		Xxxxxx X. Xxxxxx as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Xxxxxxxxx X. Xxxxxx.
63.		Xxxxxx X. Xxxxxx as Trustee of the Xxxxxx X. Xxxxxx Revocable Trust, dated September 11, 2000.
64.		The Trust created under the Agreement, dated December 20, 1993, between Xxxxxx X. Xxxxxx, as co-trustee, Xxxxxxx X. Xxxxxx, as co-trustee, and Xxxxxxx X. Xxxxxx, for the benefit of Xxxxxxx X. Xxxxxx.
65.		Xxxxx Xxxxxxxx
66.		Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx (by Xxxxx Xxxxxx Xxxxxxxx as Custodian)
67.		Trust created under the Agreement, dated June 1, 1995, between Xxxxx X. Xxxxxx, as Trustee, and Xxxxx X. Xxxxxx, for the benefit of Xxxxx X. Xxxxxx
68.		Xxxxx X. Xxxxxx’x Qualified Annuity Interest Trust 2004 A
69.		Xxxxx X. Xxxxxx’x Qualified Annuity Interest Trust 2004 B
70.		Trust created by the Agreement, dated June 17, 1999, between Xxxx X. Xxxxxx, Xx., as trustee, and Xxxx X. Xxxxxx, Xx., creating a trust for the benefit of Xxxx X. Xxxxxx, Xx.
71.		Xxxxx Xxxxxx Xxxxxx 2002 Trust, dated November 5, 2002
72.		Xxxxxxx Xxxxxxx Xxxxxx 2002 Trust, dated November 5, 2002
73.		Xxxxxxxxx X. Xxxxxx
74.		Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx 2004 Trust created by the Agreement, dated December 10, 2004, between Xxxxx X.X. Xxxxxxxx, as trustee, and Xxxxx Xxxxxx Xxxxxxxx, creating a trust for the benefit of Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx

75.		Xxxxx Xxxxxxx Xxxxxxxx 2004 Trust created by the Agreement, dated December 10, 2004, between Xxxxx X.X. Xxxxxxxx, as trustee, and Xxxxx Xxxxxx Xxxxxxxx, creating a trust for the benefit of Xxxxx Xxxxxxx Xxxxxxxx
76.		Xxxxx Xxxxxxx Xxxxxxxx (by Xxxxx X.X. Xxxxxxxx as parent of Xxxxx Xxxxxxx Xxxxxxxx)
77.		Xxxxx X. Xxxxxx
78.		Trust created by the Agreement, dated December 21, 2004, between Claiborne X. Xxxxxx, as trustee, and Xxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxx X. Xxxxxx
79.		Xxxxxx Xxxxxx Xxxxxx
80.		Xxxxxx Xxxxxxxxx Xxxxxxxx (by Xxxxx Xxxxxxxx as Custodian under the Ohio Transfers to Minors Act).
81.		Trust created by the Agreement, dated December 21, 2004, between Xxxxx X. Xxxxxxxx, as trustee, and Claiborne X. Xxxxxx, creating a trust for the benefit of Xxxxxx Xxxxxxxxx Xxxxxxxx
82.		Xxxxxx Associates IV, L.P.