EX-10(XLIV) AMEND NO 3 NORTH AMERICAN COAL CORP DEFER COMP

Exhibit 10 (xliv)

AMENDMENT NO. 3
TO THE NORTH AMERICAN COAL CORPORATION
DEFERRED COMPENSATION PLAN FOR MANAGEMENT EMPLOYEES
(As Amended and Restated Effective as of November 1, 2001)

     The North American Coal Corporation hereby adopts this Amendment No. 3 to The North American Coal Corporation Deferred Compensation Plan for Management Employees (As Amended and Restated Effective November 1, 2001) (the “Plan”), to be effective as of January 1, 2004. Words used herein with initial capital letters which are defined in the Plan are used herein as so defined.

Section 1

     Section 2.2(a) of the Plan is hereby amended in its entirety to read as follows:

     “(a) ROTCE means the consolidated return on total capital employed of NACCO Industries, Inc. (“NACCO”) (excluding NMHG Retail Adjustments and HB/PS Adjustments) for the applicable time period calculated as follows:

     Earnings Before Interest After-Tax (after NMHG Retail Adjustments and HB/PS Adjustments)

Section 2

     Section 2.2(vi) of the Plan is hereby amended in its entirety to read as follows:

     “(vi) ‘NMHG Retail Adjustments’ is defined as adjustments to consolidated net income before extraordinary items and cumulative effect of accounting changes, Consolidated Interest Expense, consolidated shareholder’s equity and Consolidated Debt to exclude: the sum of (A) the results of the retail division of NACCO Material’s Handling Group, Inc. (“NMHG”) as determined under US GAAP plus (B) the corresponding consolidated eliminations related to the inclusions of NMHG’s retail division as determined by US GAAP, plus (C) the debt and related interest expense recorded by NMHG related to loans to NMHG’s retail division.”

Section 3

     Section 2.2(vii) of the Plan is hereby amended in its entirety to read as follows:

     “(vii) ‘HB/PS Adjustments’ is defined as adjustments to consolidated net income to exclude the manufacturing change program and CPSC charges at Hamilton Beach/Proctor-Silex, Inc., if any.”

     EXECUTED this 24th day of March, 2004.

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