NACCO MATERIALS HANDLING GROUP, INC. UNFUNDED BENEFIT PLAN

NACCO Materials Handling Group, Inc. (the "Company") does hereby amend and completely restate the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan on the terms and conditions described hereinafter, effective as of January 1, 2014:

Section 1.1.     Effective Date. The original effective date of this Plan was February 10, 1993 and the Plan was previously amended and restated as of September 1, 2000, January 1, 2005, December 1, 2007 and April 24, 2009. The effective date of this amendment and restatement is January 1, 2014.

Section 1.2.     Purpose of the Plan. The purpose of this Plan is to provide for the continued deferral of certain frozen benefits.

Section 1.3.     Governing Law. This Plan shall be regulated, construed and administered under the laws of the State of North Carolina, except where 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.     Application of Code Section 409A

(a)    As a result of the changes to the payment provisions of this Plan in accordance with the Code Section 409A transitional rules, none of the Accounts are "grandfathered" under Code Section 409A.

(b)    It is intended that the compensation arrangements 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 Company does not guarantee to Participants or Beneficiaries any particular tax result with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

Section 1.6.     Benefit Freeze/Plan Termination. All Excess Retirement Benefits under the Plan were frozen as of December 31, 2007; provided, however, that earnings shall continue to be credited on the Accounts after such date, as specified in the Plan. The Plan shall automatically terminate when the last Covered Employee receives a payment of his entire Account hereunder.

Except as otherwise provided in this Plan, terms defined in the Profit Sharing Plan (as it may be amended from time to time) and terms defined in the December 1, 2007 restatement of the Plan shall have the same meanings when used herein, unless a different meaning is clearly required by the context of this restatement of the Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this restated Plan:

Section 2.1.    Account shall mean the record maintained by the Employer in accordance with Section 4.1 as the sum of the Participant's Excess Retirement Benefits hereunder.

Section 2.2.    Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VIII hereof.

Section 2.3.    Change in Control shall mean the occurrence of an event described in Appendix A hereto; provided that such occurrence occurs on or after January 1, 2014 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) or any successor or replacement thereto.

Section 2.4.    Company shall mean NACCO Materials Handling Group, Inc. or any entity that succeeds NACCO Materials Handling Group, Inc. by merger, reorganization or otherwise.

Section 2.5.    Committee shall mean the Compensation Committee of the Parent Company (or its delegate).

Section 2.6.    Covered Employee shall mean any Participant who, prior to December 31, 2007, is designated by the Company’s Compensation Committee as an actual or potential “covered employee” for purposes of Code Section 162(m) for the 2008 calendar year.

Section 2.7.     Excess Retirement Benefit or Benefit shall mean a Participant’s Account balance as of January 1, 2014, plus interest thereon.

Section 2.8.     Final Payout Percentage. For each Plan Year, the Final Payout Percentage shall mean the percentage of the Target Payout that is paid under the Company’s Long-Term Incentive Compensation Plan (the “Cash LTIP”), as determined by the Committee, in its sole discretion, for the global corporate participants.

Section 2.9.    Key Employee. 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 Effective Date (defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii) or (iii) 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 31^st and the Effective Date is the following April 1^st. As such, any Employee who is classified as a Key Employee as of December 31^st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1^st.

(c)    Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of the Parent Company (subject to any applicable transitional rules contained in Code Section 409A and the regulations issued thereunder) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

Section 2.10.    Parent Company shall mean Hyster-Yale Materials Handling, Inc.

Section 2.11.    Participant shall mean the Covered Employees who have Account balances hereunder.

Section 2.12.    Plan shall mean the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan, as herein set forth or as duly amended.

Section 2.13.    Plan Administrator shall mean the Administrative Committee of the Profit Sharing Plan.

Section 2.14.    Plan Year shall mean the calendar year.

Section 2.15.    Profit Sharing Plan shall mean the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan or any successor thereto.

Section 2.16.     Target Payout. For each Plan Year, the Target Payout shall mean the total amount that would be paid out under the Cash LTIP if each Performance Objective (as such term is defined in the Cash LTIP) under the Cash LTIP is met exactly at target level, as determined by the Committee, in its sole discretion, for the global corporate participants.

Section 2.17.    Termination of Employment means, with respect to any Participant’s relationship with the Company and the Controlled Group Members, a separation from service as defined in Code Section 409A (and the regulations or other guidance issued thereunder).

Section 2.18.    True-Up Interest Rate. Beginning in 2014, the True-Up Interest Rate shall mean the interest rate determined under an annual “True-Up Interest Rate Table” and related interpolation chart that is adopted and approved by the Committee within the first 90 days of each Plan Year and is based on the Final Payout Percentage for such Plan Year.

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

Section 3.1.    Frozen Benefits. The Accounts of the Participants contain amounts that were allocated for 2007 and prior Plan Years. No additional amounts (other than earnings) shall be credited to these Accounts.

Section 4.1.    Participants' Accounts. Each Employer shall establish and maintain on its books an Account for each Participant which shall contain the following entries:

(a)    Credits to the Accounts for amounts earned during 2007 and prior Plan Years.

(b)    Credits for the earnings described in Article V and the amounts described in Section 7.3.

(c)    Debits for any distributions made from the Accounts.

Section 5.1.     Earnings.

(a)    In General. Except as otherwise described in the Plan, for Plan Years commencing on and after January 1, 2014, at the end of each calendar month during a Plan Year through the end of the month prior to the payment date, the Accounts of the Covered Employees shall be credited with an amount determined by multiplying such Participant’s average Sub-Account balance during such month by 2%. Notwithstanding the foregoing, in the event that the True-Up Interest Rate determined for such Plan Year exceeds the rate credited under the preceding sentence to the Excess Profit Sharing Sub-Account, Basic Excess Deferral Sub-Account, Basic Excess 401(k) Sub-Account and Basic Excess Matching Sub-Account, such Sub-Accounts shall retroactively be credited with the excess (if any) of (i) the amount determined under the preceding sentence over (ii) the amount determined by multiplying the Participant's Sub-Account balance during each month of

such Plan Year by the True-Up Interest Rate determined for such Plan Year, compounded monthly. If a Participant incurs a Termination of Employment, this True-Up Interest Rate calculation shall be made during the month in which the Participant incurs such Termination of Employment and shall be based on the year-to-date True-Up Interest Rate for the month ending prior to the date the Participant incurs a Termination of Employment, as determined by the Committee in its sole discretion. For any subsequent month following such Termination of Employment, the True-Up Interest Rate calculation shall not apply.

(b)    Prior Plan Years. Notwithstanding anything in the Plan to the contrary, any interest credited to a Participant’s Sub-Accounts with respect to 2013 or prior Plan Years will be provided under the terms and conditions of the Plan as it existed on December 31, 2013.

Section 5.2.    Changes in/Limitations on Earnings Assumption.

(a)    The Committee may change (but, for periods prior to the last day of the month prior to the payment date, may not suspend) the earnings rate credited on Accounts under the Plan at any time.

(b)    Notwithstanding any provision of the Plan to the contrary, in no event will earnings on Accounts for a Plan Year be credited at a rate which exceeds 14%.

Section 6.1.    Vesting. A Participant shall always be 100% vested in all amounts credited to his Account hereunder.

Section 7.1.    Time and Form of Payment.

(a)    Subject to Subsection (b) below and Section 7.2(c), Covered Employees shall receive payment of the amounts allocated to their Account under the following rules: (i) his Account balance as of December 31, 2007 (after adjustment for the Excess Profit Sharing Benefit and ROTCE earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (ii) the amount of earnings that is credited to his Account each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1^st through March 15^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which a Covered Employee receives a payment of his frozen Account balance, such Covered Employee shall also receive payment of the pro-rata earnings (and corresponding uplift) for such Plan Year at the same time he receives payment of such Account balance.

(b)    Payment Rules in the Event of a Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control, all amounts allocated to the Accounts of all Participants shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Committee. Notwithstanding anything in the Plan to the contrary, the earnings credited to a Participant’s Account for the year in which a Change in Control occurs shall be calculated as of the last day of the month prior to the date of the Change in Control. When making such calculation, he True-Up Interest Rate calculation for the year in which a Change in Control occurs shall be based on the year-to-date True-Up Interest Rate for the month ending prior to the date of the Change in Control, as determined by the Committee in its sole discretion.

(c)    Withholding/Taxes. To the extent required by applicable law, the Company shall withhold from the Excess Retirement Benefits hereunder any income, employment or other taxes required to be withheld therefrom by any governmental agency.

Section 7.2.     Other Payment Rules and Restrictions.

(a)    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.

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

(c)    Key Employees. Notwithstanding any provision of the Plan to the contrary, distributions to Key Employees made on account of a Termination of Employment may not be made before the 1^st day of the seventh 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 9.5), (ii) a conflict of interest or (iii) the payment of FICA taxes (as specified in Subsection (e) below). Any amounts that are otherwise payable to the Key Employee during the 6-month period following his Termination of Employment shall be accumulated and paid in a lump sum make-up payment within 30 days following the 1^st day of the 7^th month following Termination of Employment.

(d)    Time of Payment/Processing. Except as described in Sections 7.1(b) and 7.2(c), all payments under the Plan shall be made on, or within 90 days of, the specified payment date.

(e)    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 Post-2004 Sub-Accounts 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.

Section 7.3.    Additional Payments.

(a)    At the time described in clause (b) of this Section 7.3, the Company shall pay to each Participant who is a Covered Employee (i) an amount equal to the positive difference, if any, of I minus II (the “Income Tax Payment”), plus (ii) an additional amount such that, after payment by the Participant of all applicable federal, state and local income taxes and employment (e.g., FICA) taxes on the Income Tax Payment, the Participant will retain an amount equal to the Income Tax Payment (the “Gross-Up Payment”). For purposes of this Section 7.3:

I =    The Participant’s federal, state and local income tax and employment (e.g., FICA) tax liability with respect to the payment of the amounts described in Section 7.1(b)(ii)(X) (his “Frozen Account Balance”); and

II =    The amount of federal, state and local income tax and employment (e.g., FICA) tax liability the Participant would have incurred with respect to the payment of the Participant’s Frozen Account Balance if the Frozen Account Balance had been paid to the Participant during the 2008 Plan Year.

For purposes of calculating the amounts described in I and II above and determining the Gross-Up Payment, the Participant will be considered to pay (A) federal income taxes at the highest rate in effect in the applicable year and (B) state and local income taxes at the highest rate in effect in the state or locality in which the applicable payment would be subject to state or local tax, net of the maximum reduction in federal income tax that could be obtained from deduction of such state and local taxes. All determinations required to be made under this Section 7.3 shall be made by the Company, after receiving applicable information from the Participant.

(b)    The payment described in paragraph (a) of this Section 7.3 shall be made at the same time as the payment described in Section 7.1(a)(i).

Section 8.1.    Beneficiary Designations. A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant's death. Separate Beneficiary designations may be made for each Sub-Account under the Plan (provided that a single Beneficiary must be designated for both the Excess 401(k) Sub-Account and the corresponding Excess Matching Sub-Account). In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, (a) the Beneficiary of a Participant for his Excess 401(k) Benefits, his Excess Matching Benefits and his Excess Profit Sharing Benefits shall be his beneficiary under the Profit Sharing Plan, and (b) the Beneficiary of a Participant for his Excess Deferral Benefits his LTIP Deferral Benefits and his Yale Short-Term Benefits shall be his surviving legal spouse or, if none, his estate. A person designated by a Participant as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant's Beneficiary unless the Participant's designation specifically provided to the contrary. If two or more persons designated as a Participant's Beneficiary are in existence with respect to a single Sub-Account, the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant's designation specifically provides for a different allocation.

Section 8.2.    Change in Beneficiary. Anything herein or in the Profit Sharing Plan to the contrary notwithstanding, a Participant may, at any time and from time to time, change a Beneficiary designation hereunder without the consent of any existing Beneficiary or any other person. A change in Beneficiary hereunder may be made regardless of whether such a change is also made under the Profit Sharing Plan. In other words, the Beneficiary hereunder need not be the same as under the Profit Sharing Plan. Any change in Beneficiary shall be made by giving written notice thereof to the Employer or Plan Administrator and any change shall be effective only if received prior to the death of the Participant.

Section 8.3.    Distributions to Beneficiaries.

(a)    Amount of Benefits. Excess Retirement Benefits payable to a Participant's Beneficiary under this Plan shall be equal to the balance in the applicable Sub-Account of such Participant on the Valuation Date preceding the date of the distribution of the Sub-Account to the Beneficiary.

(b)    Time of Payment. Excess Retirement Benefits that are credited to the Account of a Participant as of his date of death shall be payable to the Participant’s Beneficiary in accordance with the rules described in Article VII.

(c)    Form of Payment. All Benefits payable to a Beneficiary hereunder shall be paid in the form of a lump sum payment.

Section 9.1.    Liability of Company. Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company and any Participant, Beneficiary or any other person.

Section 9.2.    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 the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company 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 Company prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Company. The amount standing to the credit of any Participant's Sub-Account is purely notional and affects only the calculation of benefits payable to or in respect of him. It does 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 9.3.    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 the Company solely at the will of the Company subject to discharge at any time, with or without cause.

Section 9.4.    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 9.5.    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 qualified domestic relations order (“QDRO”) from a state domestic relations court 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 9.6.    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 9.7.    Effect on other Benefits. Benefits payable to or with respect to a Participant under the Profit Sharing Plan or any other Company sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

Section 10.1.    Administration.

(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 10.3 and 10.4 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 10.2.    Regulations. The Plan Administrator may 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 10.3 and 10.4 hereof, be final and binding on all persons.

Section 10.3.    Claims Procedures.

(a)    The Plan Administrator shall determine the rights of any person to any Benefits hereunder. Any person who believes that he has not received the Benefits to which he is entitled under the Plan must 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.

(b)    A written 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: (i) the specific reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) 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 (iv) an explanation of the claim review procedure and the time limits applicable thereto (including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review).

(c)    A claimant whose claim is denied (or his duly authorized representative) who wants to contest that decision must file with the Plan Administrator a written request for a review of such claim within 60 days after receipt of denial of a 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 Committee 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 Committee shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 10.1(a) above.

(d)    The Committee 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 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, to the extent permitted by law, shall be final and binding on all interested persons. In addition, the notice of adverse determination shall also include statements that 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 a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

Section 10.4.    Revocability of Action/Recovery. Any action taken by the Plan Administrator or the Committee with respect to the rights or benefits under the Plan of any person shall be revocable as to payments not yet made to such person. In addition, the acceptance of any Benefits under the Plan constitutes acceptance of and agreement to the Plan making any appropriate adjustments in future payments to any person (or to recover from such person) any excess payment or underpayment previously made to him.

Section 10.5.    Amendment. The Company (with the approval or ratification of the Committee) may at any time prospectively or retroactively amend any or all of the provisions of this Plan for any reason whatsoever, except that, without the prior written consent of the affected Participant, no such amendment may (a) reduce the amount of any Participant's vested Benefit as of the date of such amendment, (b) suspend the crediting of earnings on the balance of a Participant's Account, until the last day of the month prior to the payment date of such Account or (c) alter the time of payment provisions described in Article VII of the Plan, except for any amendments that are required to bring such provisions into compliance with the requirements of Code Section 409A or that accelerate the time of payment in a manner permitted by Code Section 409A. Any amendment shall be 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 10.6.    Termination.

(a)    This Plan will automatically terminate when the last Participant receives a payment of his entire Account balance hereunder. In addition, subject to Subsection (b), the Company ( with the approval or ratification of the Committee), in its sole discretion, may terminate the remainder of this Plan at any time and for any reason whatsoever, except that, without the prior written consent of the affected Participant, no such termination may (i) adversely affect any Participant's vested Benefit as of the date of such termination, (ii) suspend the crediting of earnings on the balance of a Participant's Account, until the last day of the month prior to the payment date of such Account or (c) alter the time of payment provisions described in Article VII of the Plan, except for changes that are required to bring such provisions into compliance with the requirements of Code Section 409A or that accelerate the time of payment in a manner permitted by 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 Committee. 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.

(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 Retirement Benefits but only to the extent such change is permitted by Code Section 409A and Treasury Regulations or other guidance issued thereunder.

EXECUTED, this 23^rd day of January, 2014.

By: /s/ Charles A. Bittenbender

Title: Vice President, General Counsel and Secretary

II. i. Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders, is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then Outstanding Voting Securities of Hyster-Yale Materials Handling, Inc. (“HY”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities:

(A) directly from HY that is approved by a majority of the Incumbent Directors (as defined below); or

(B) by any Person pursuant to an Excluded HY Business Combination (as defined below);

provided, that if at least a majority of the individuals who constitute Incumbent Directors determine in good faith that a Person has become the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the combined voting power of the Outstanding Voting Securities of HY inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person is the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or less of the combined voting power of the Outstanding Voting Securities of HY, then no Change in Control shall have occurred as a result of such Person’s acquisition; or

(A) the individuals and entities who beneficially owned, directly or indirectly, HY immediately prior to such HY Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity resulting from such HY Business Combination (including, without limitation, an entity that as a result of such transaction owns HY or all or substantially all of the assets of HY, either directly or through one or more subsidiaries); and

(B) at the time of the execution of the initial agreement, or of the action of the Board of Directors of HY, providing for such HY Business Combination, at least a majority of the members of the Board of Directors of HY were Incumbent Directors.

III. Definitions. The following terms as used herein shall be defined as follow:

1. “Incumbent Directors” means the individuals who, as of December 31, 2013, are Directors of HY and any individual becoming a Director subsequent to such date whose election, nomination for election by HY’s stockholders, or appointment, was approved by a vote of at least a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of HY in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board of Directors of HY occurs as a result of an actual or threatened election contest (as described in Rule 14a 12(c) of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of HY.

2. “Permitted Holders” shall mean, collectively, (i) the parties to the 2012 Stockholders’ Agreement, as amended from time to time, by and among the “Depository”, the “Participating Stockholders” (both as defined therein) and HY; provided, however, that for purposes of this definition only, the definition of Participating Stockholders contained in the Stockholders’ Agreement shall be such definition in effect on the date of the Change in Control, (ii) any direct or indirect subsidiary of HY and (iii) any employee benefit plan (or related trust) sponsored or maintained by HY or any direct or indirect subsidiary of HY.

3. “Related Company” means NACCO Materials Handling Group, Inc. and its successors (“NMHG”), any direct or indirect subsidiary of NMHG and any entity that directly or indirectly controls NMHG.