8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 18, 2009

NACCO Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-9172	34-1505819
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5875 Landerbrook Drive Cleveland, Ohio	44124-4069
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (440) 449-9600

N/A(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     ANNUAL INCENTIVE COMPENSATION PLANS

     On June 18, 2009, the Compensation Committees of the Board of Directors of NACCO Industries, Inc., which is referred to as NACCO, and its wholly owned subsidiary, The North American Coal Corporation, which is referred to as NA Coal, each adopted a 2009 Annual Incentive Compensation Plan, which are referred to as the NACCO Annual Incentive Plan and the NA Coal Annual Incentive Plan, respectively, and are collectively referred to as the Annual Incentive Plans, for the benefit of certain of their respective executive and management employees.

     Additionally, performance criteria were established for the Annual Incentive Plans.

     The Annual Incentive Plans provide that each participant is eligible to earn a target incentive award during the award term of January 1, 2009 through December 31, 2009. Final payouts for each individual under the Annual Incentive Plans are based on the participant’s target award measured against established performance criteria and performance by the participant against individual goals for the January 1, 2009 through December 31, 2009 performance period. The Compensation Committee of the Board of Directors of each of NACCO and NA Coal, which are collectively referred to as the Compensation Committees, in its discretion, may also increase or decrease awards under its respective company’s Annual Incentive Plan and may approve the payment of awards where performance would otherwise not meet the minimum criteria set for payment of awards. Payouts under the Annual Incentive Plans generally range from 0% to 150% of the participant’s target award amount.

     For 2009, the performance criteria under the Annual Incentive Plans are as follows:

Name of Plan	Performance Criteria
NA Coal Annual Incentive Plan	40% of the award is based NA Coal’s return on total capital employed, which is referred to as ROTCE, for two of its consolidated mining subsidiaries; 30% of the award is based on adjusted net income and 30% of the award is based on new business development
NACCO Annual Incentive Plan	(1)    The performance criteria for the short-term award under the plan are the same performance criteria as shown above for the NA Coal Annual Incentive Plan.
	(2)    The performance criteria for the long-term award under the plan are the same performance criteria that apply under the NA Coal Value Appreciation Plan, referred to as the NA Coal Long-Term Plan, for 2009. These criteria were established when the NA Coal Long-Term Plan was initially adopted in 2006 and include net income appreciation goals for various projects on an annual and cumulative basis. These goals are adjusted for inflation and for any new projects initiated during the 10-year term of the NA Coal Long-Term Plan.

     Final payouts under the Annual Incentive Plans will be determined by the respective Compensation Committees following December 31, 2009. Final payouts will be paid in cash to participants no later than March 15, 2010.

     The Annual Incentive Plans described above are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and are hereby incorporated herein by reference. The foregoing summary of the Annual Incentive Plans is qualified in its entirety by reference to the full text of such plans, which are attached hereto as Exhibits 10.1 and 10.2.

Item 9.01 Financial Statements and Exhibits.

          (d) Exhibits.

Exhibit No.	Exhibit Description
10.1	NACCO Industries, Inc. 2009 Annual Incentive Compensation Plan
10.2	The North American Coal Corporation 2009 Annual Incentive Compensation Plan

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NACCO INDUSTRIES, INC.
By:	/s/ Charles A. Bittenbender
	Name:	Charles A. Bittenbender
	Title:	Vice President, General Counsel and Secretary

Date: June 22, 2009

Exhibit Index

Exhibit No.	Exhibit Description
10.1	NACCO Industries, Inc. 2009 Annual Incentive Compensation Plan
10.2	The North American Coal Corporation 2009 Annual Incentive Compensation Plan

EX-10.1

Exhibit 10.1

NACCO INDUSTRIES, INC.
2009 ANNUAL INCENTIVE COMPENSATION PLAN

1. Purpose of the Plan

     The purpose of the NACCO Industries, Inc. 2009 Annual Incentive Compensation Plan (the “Plan”) is to further the profits and growth of NACCO Industries, Inc. (the “Company”) by enabling the Company to attract and retain key employees of the Company by offering annual incentive compensation to those key employees who will be in a position to help the Company to meet its financial and business objectives.

2. Definitions

     (a) “Award” means cash paid to a Participant under the Plan for the Award Term in an amount determined in accordance with Section 4. A Participant’s Award shall be equal to the sum of his Short-Term Award and his Long-Term Award, as further described in Section 4.

     (b) “Award Term” means the period from January 1, 2009 through December 31, 2009.

     (c) “Short-Term Base Amount” means for any Participant a dollar amount, which shall be equal to the salary midpoint for the Salary Points assigned to the Participant by the Committee for the Award Term multiplied by a specified percentage of the short-term incentive compensation target percent for those Salary Points. Attached hereto as Exhibit A is a schedule listing the Short-Term Base Amount for each Participant for the Award Term.

     (d) “Long-Term Base Amount” means for any Participant a dollar amount, which shall be equal to the salary midpoint for the Salary Points assigned to the Participant by the Committee for the Award Term multiplied by a specified percentage of the long-term incentive compensation target percent for those Salary Points. Attached hereto as Exhibit B is a schedule listing the Long-Term Base Amount for each Participant for the Award Term. Where applicable, the Short-Term Base Amount and the Long-Term Base Amount shall be referred to herein collectively as the “Base Amount(s).”

     (e) “Committee” means the Compensation Committee of the Company’s Board of Directors or any other committee appointed by the Company’s Board of Directors to administer this Plan in accordance with Section 3, so long as any such committee consists of not less than two directors of the Company and so long as each member of the Committee is not an employee of the Company or any of its subsidiaries.

     (f) “Participant” means any person who is classified by the Company as a salaried employee, who in the judgment of the Committee occupies a key position in which his efforts may significantly contribute to the profits or growth of the Company; provided, however, that (i) the Committee may select any employee who is expected to contribute, or who has contributed, significantly to the Company’s profitability to participate in the Plan and receive an Award hereunder; and (ii) following the end of the Award Term the Committee may make one or more discretionary Awards to employees of the Company who were not previously designated as Participants. Directors of the Company who are also employees of the Company are eligible to participate in the Plan. Employees of the Company’s subsidiaries shall not be eligible to participate in the Plan. The Committee shall have the power to add Participants at any later date in the Award Term if individuals subsequently become eligible to participate in the Plan. Each Participant shall be notified that he is eligible to receive a Short-Term Award and or a Long-Term Award for the Award Term and the amount of his Base Amounts. If a Participant receives a change in Salary Points, salary midpoint and/or short-term or long-term incentive compensation target percent, such change and any resulting change in his Base Amount(s) will be reflected on an amended Exhibit A or Exhibit B, as applicable. Unless otherwise determined by the Committee, (A) a Participant must be both employed by

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the Company and a Participant on December 31 of the Award Term (or die, become permanently disabled or Retire during an Award Term) in order to receive an Award for such Award Term and (B) the amount of any Award to a Participant who is not employed for the entire Award Term shall be equal to a pro-rated amount based upon the number of days the Participant was actually employed by the Company during the Award Term. Exhibit A and Exhibit B list the Participants eligible for an Award for the Award Term.

     (g) “Payment Period” means the period from January 1^st through March 15^th of the calendar year following the end of the Award Term.

     (h) “Salary Points” means the salary points assigned to a Participant by the Committee pursuant to the Hay salary point system, or any successor salary point system adopted by the Committee.

     (i) “Retire” means a termination of employment that entitles the Participant to immediate commencement of his pension benefits under the Combined Defined Benefit Plan of NACCO Industries, Inc. and Its Subsidiaries or, for Participants who are not members of such plan, a termination of employment after reaching age 60 and completing at least 15 years of service with the Company.

     (j) “Supplemental Plan” means the NACCO Industries, Inc. Supplemental Annual Incentive Compensation Plan.

3. Administration

     This Plan shall be administered by the Committee. The Committee shall have complete authority to interpret all provisions of this Plan consistent with law, to prescribe the form of any instrument evidencing any Award granted or paid under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for the administration of this Plan. A majority of the Committee shall constitute a quorum, and the action of members of the Committee present at any meeting at which a quorum is present or acts unanimously approved in writing, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan, including the severability of any or all of the provisions hereof, shall be conclusive, final and binding upon the Company and all present and former Participants, all other employees of the Company, and their respective descendants, successors and assigns. No member of the Committee shall be liable for any such act or decision made in good faith.

4. Awards

     The Committee may, from time to time and upon such conditions as it may determine, authorize Awards for Participants, which Awards shall be consistent with, and shall be subject to all of the requirements of, the following provisions:

     (a) Performance Targets. The Committee shall determine performance target descriptions, weightings and targets for the Award Term. The weightings and targets applicable to the Short-Term Awards shall be those that are adopted by the Committee under The North American Coal Corporation 2009 Annual Incentive Plan (the “NA Coal Annual Plan”), and the weightings and targets for the Long-Term Awards shall those that are adopted under The North American Coal Corporation Value Appreciation Plan for the 2009 award year (the “NA Coal VAP”), both as described on Exhibit C. The Committee shall have the power to add, delete and amend target descriptions, weightings and targets during or after the Award Term, which shall be reflected on an amended Exhibit C. No performance targets used in this Plan which are applicable to a Participant hereunder shall be used in the Supplemental Plan in the same year for such Participant.

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     (b) Short-Term Awards. During the Payment Period following the end of the Award Term, the Committee shall compare the actual performance of North American Coal against the performance targets for each of the performance targets which apply to the Short-Term Awards. Based thereupon, the Committee shall determine the total payout percentage under the Plan for the Short-Term Awards (the “Short-Term Payout Percentage”). The Committee shall then determine the Short-Term Award for each Participant, which shall be equal to the Participant’s Short-Term Base Amount, multiplied by the Short-Term Payout Percentage, and further adjusted by such other factors, including an individual performance factor for each Participant, as the Committee shall determine are appropriate; provided, however, that no Short-Term Award may be made to any Participant which exceeds 150% of his Short-Term Base Amount.

     (c) Long-Term Awards. During the Payment Period following the end of the Award Term, the Committee shall compare the actual performance of North American Coal against the performance targets for each of the performance targets which apply to the Long-Term Awards. Based thereupon, the Committee shall determine the total payout percentage under the Plan for the Long-Term Awards (the “Long-Term Payout Percentage”). The Committee shall then determine the Long-Term Award for each Participant, which shall be equal to the Participant’s Long-Term Base Amount, multiplied by the Long-Term Payout Percentage, and further adjusted by such other factors, including an individual performance factor for each Participant, as the Committee shall determine are appropriate; provided, however, that no Long-Term Award may be made to any Participant which exceeds 150% of his Long-Term Base Amount.

     (d) Payment Provisions. Promptly following the approval of the final Awards and, in any event during the Payment Period, the Company shall pay the amount of such Awards to the Participants in cash, subject to all withholdings and deductions pursuant to Section 5; provided, however, that no Award shall be payable to a Participant except as determined by the Committee.

5. Withholding Taxes

     Any Award paid to a Participant under this Plan, shall be subject to all applicable federal, state and local income tax, social security and other standard withholdings and deductions.

6. Amendment and Termination

     The Committee may alter or amend this Plan (including the Exhibits hereto) from time to time or terminate it in its entirety; provided, however, that no such action shall, without the consent of a Participant, affect the rights in an outstanding Award of such Participant that was previously approved by the Committee for an Award Term but has not been paid.

7. General Provisions

     (a) No Right of Employment. Neither the adoption or operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any employee any right to continue in the employ of the Company, or shall in any way affect the right and power of the Company to terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Company might have done if this Plan had not been adopted.

     (b) Governing Law. The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

     (c) Miscellaneous. Headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of this Plan or any provisions thereof. The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural, and vice versa.

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     (d) Code Section 409A. It is intended that this Plan be exempt from the requirements of Section 409A of the Internal Revenue Code, as amended and applicable Treasury Regulations issued thereunder and the Plan shall be interpreted and administered in a manner to give effect to such intent.

     (e) Limitation on Rights of Participants; No trust. No trust has been created by the Company for the payment of Awards granted under this Plan; nor have the Participants been granted any lien on any assets of the Company to secure payment of such benefits. This Plan represents only an unfunded, unsecured promise to pay by the Company, and the Participants hereunder are unsecured creditors of the Company.

     (f) Payment to Guardian. If an Award is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Award to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the distribution of such Award. Such distribution shall completely discharge the Company from all liability with respect to such Award.

8. Effective Date

     This Plan shall become effective as of January 1, 2009.

     [Exhibits A, B and C intentionally omitted]

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EX-10.2

Exhibit 10.2

THE NORTH AMERICAN COAL CORPORATION
2009 ANNUAL INCENTIVE COMPENSATION PLAN

SUMMARY

This Incentive Compensation Plan (the “Plan”) offers a highly attractive incentive compensation opportunity to senior managers of The North American Coal Corporation (the “Company” or “NA Coal”) and its subsidiaries (the “Subsidiaries”) when specified performance objectives under their control or influence are achieved. This is accomplished through a structure containing the following elements:

• Each Participant is assigned an individual incentive target, stated as a percentage of their base salary midpoint that establishes the target incentive compensation Award they may receive under the Plan when performance objectives are met.

• The individual target Award is allocated among the following performance components:

• North American Coal (NA Coal) corporate performance.

• Bellaire Corporation cash flow.

• Business unit results.

• Individual achievement.

• Percentage weightings are assigned to each component, based on the Participant’s accountabilities and their impact on each component.

• One or more performance objectives will be established at the beginning of the Award Year for each performance component.

• A performance range, which defines the acceptable level of results, from threshold to maximum, is created for each performance objective.

• A payout range is defined, which provides for actual incentive Award payments of up to 150 percent of the incentive target Award, except to the extent the Committee elects to increase or decrease the actual pool by up to 10 percent, as described below.

• A performance/payout formula combines the two ranges into a matrix that defines the level of incentive compensation payment that will result from each level of performance.

• After audited financials are available, actual Awards will be calculated based on actual results against the established objectives.

• A final individual performance adjustment may be made, within a range of +10 percent of the calculated Award, based on a judgment of the Participant’s overall performance.

• All Awards will be paid in cash, during the period from January 1^st through March 15^th after the end of the Award Term.

This Incentive Compensation Plan allows management and the Committee to establish, in advance, the performance expectations and related incentive compensation potential that Plan Participants can expect for the Award Year. At the end of the Award Year, the Plan focuses judgment of the management team’s performance on predetermined objectives that should produce fairness in the determination of Awards.

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PLAN STRUCTURE

Individual Incentive Targets

The primary focus of the Plan is the individual incentive compensation target Award. At the beginning of each Award Term, each Participant is assigned a target Award, stated as a percentage of the mid-point of base salary, which is payable under the Plan when all relevant performance objectives are achieved. The Plan provides for payments above or below the target Award to reflect acceptable variances from performance objectives.

Performance Goals

The following four sets of performance goals apply for the 2009 Award Term:

• Corporate — one or two key measures of overall financial success.

• Bellaire Corporation — measure of cash flow (where applicable).

• Business Unit — one to three goals, quantifiable or narrative goals that relate to the success of the business unit or department.

• Individual — four to eight quantifiable or narrative goals reflecting the most important areas of achievement expected from the participant.

Incentive Award Range

Actual performance results attained probably will not match the established performance goals exactly. Therefore, the Plan is designed to provide incentive compensation payouts of up to 150 percent of the target Award if actual results fall within a predetermined range of acceptable performance.

The Award range is defined as follows:

	% of
Award Level	Target			Description
Maximum		150	%	Highest level of incentive paid.
Target		100	%	Competitive incentive opportunity for achieving all-important goals.
Threshold	25% to 50%			Incentive paid when results meet minimum acceptable standards.
Below threshold		0	%	Performance does not merit incentive payment.

Component Weightings

Participants’ potential incentive Awards will be allocated between performance components based on their individual impact on results. The allocations allow for Awards to be earned based on the achievement of the performance objectives over which each Participant has the most control. Weightings will be stated as a percentage and total 100 percent for each Participant. The weightings will be established as of the beginning of each Award Year to reflect current organizational accountabilities and the relative importance of the various performance components. The applicable weightings for the 2009 Award Year are as follows:

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	Performance Component
Position of Participant	Corporate			Bellaire			Unit			Individual			Total
President & CEO		60	%		20	%		0	%		20	%		100	%
Exec. VP		50	%		0	%		30	%		20	%		100	%
Staff (Dallas)		40	%		0	%		40	%		20	%		100	%
G.M. (Mine)		20	%		0	%		60	%		20	%		100	%

When there is more than one goal for a performance component, further percentage weightings may be assigned, within the overall weightings, to reflect the relative priority of each goal. For example, if the individual component has a 40 percent weighting and there are five individual goals, each individual goal might be assigned a priority weighting of 20 percent.

Performance Range

A range of performance acceptable for incentive compensation payment will be established for each performance objective. For quantitative goals, the range may be set as a percentage of the objective. For goals that cannot be quantified, the range will be defined in narrative form.

The following general definitions will apply. The percentage ranges indicated are only guidelines; specific percentage ranges or narrative descriptions will be determined for each goal based on the definitions.

	Performance
Performance	Percentage
Level	Guideline			Definition
Threshold		75	%	Minimum acceptable results justifying payment of incentives.
Objective		100	%	Results meet high performance demands justifying fully competitive rewards.
Maximum		125	%	Highest foreseeable level of performance.

Performance/Payout Formula

Combining the performance and payout ranges yields a performance/payout formula as in the following example:

Performance	Definition	Results			Award Levels	Payout
Threshold	Minimum		75	%	Threshold		50	%
Objective	On plan		100	%	Target		100	%
Maximum	Exceeding expectations		125	%	Maximum		150	%

This formula is applied separately to the results of each established performance element to determine the incentive amount earned in accordance with assigned weightings. Performance that falls between the defined levels would result in proportionally adjusted payouts, which may be calculated mathematically or determined judgmentally.

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Corporate Performance Threshold

Notwithstanding any provision of the Plan to the contrary, no incentive compensation Awards will be earned under the Plan in any Award Year unless the threshold level of the corporate performance component is achieved. Once the corporate performance threshold is attained, each performance objective is separate and distinct. This means that partial Awards can be earned for the attainment of one performance objective even if another is not sufficient to generate a payout.

Individual Adjustment Factor

Each individual Award, as calculated above, may be adjusted upward or downward by as much as 10 percent of the total Award, based on management’s perceptions of each individual’s overall performance.

Partial Awards

Executives who are hired or promoted during an Award Year to positions eligible for participation in the Plan may be included in the Plan on a prorata basis (as determined by the Committee, in its sole discretion). Unless otherwise determined by the Committee, a Participant must be employed by an Employer on December 31 of the Award Term in order to be entitled to receive an Award hereunder.

Committee Discretion

It is the intent of the Plan that the total incentive compensation, as determined above, will be the final total corporate incentive compensation to be paid under the Plan. However, the Committee, in its sole discretion, may increase or decrease, by up to 10 percent, the total incentive compensation Award pool or may approve incentive compensation Award payments where normally there would be no payment, due to corporate performance which is below the criteria established for the Award Year.

This Plan shall be administered by the Committee. The Committee shall have complete authority to interpret all provisions of this Plan consistent with law, to prescribe the form of any instrument evidencing any Award granted or paid under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration, and to make all other determinations necessary or advisable for the administration of this Plan. A majority of the Committee shall constitute a quorum, and the action of members of the Committee present at any meeting at which a quorum is present or acts unanimously approved in writing, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan, including the severability of any or all of the provisions hereof, shall be conclusive, final and binding upon the Employers and all present and former Participants and employees and their respective descendants, successors and assigns. No member of the Committee shall be liable for any such act or decision made in good faith.

PAYMENT DATE/TAXES

     Promptly following the Committee’s approval of the final Awards, the Employers shall pay the amount of such Awards to the Participants in cash, subject to all withholdings and deductions described in the following sentence; provided, however, that (i) no Award shall be payable to a Participant except as determined by the Committee and (ii) all Awards shall be paid during the period from January 1^st through March 15^th after the close of the Award Term. Any Award paid to a Participant under this Plan shall be subject to all applicable federal, state and local income tax, social security and other standard withholdings and deductions.

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DEFINITIONS

     (a) “Award” means cash paid to a Participant under the Plan for the Award Term in an amount determined in accordance with the Plan.

     (b) “Award Term” means the period from January 1, 2009 through December 31, 2009.

     (c) “Employer” means the Company and the Subsidiaries.

     (d) “Participant” means any person who is classified by an Employer as a salaried employee, who in the judgment of the Committee occupies a key position in which his efforts may significantly contribute to the profits or growth of the Employers; provided, however, that the Committee may select any employee who is expected to contribute, or who has contributed, significantly to the Employers’ profitability to participate in the Plan and receive an Award hereunder; and further provided, however, that following the end of the Award Term the Committee may make one or more discretionary Awards to employees of the Employers who were not previously designated as Participants. Directors of the Company who are also employees of the Employers are eligible to participate in the Plan. The Committee shall have the power to add Participants at any later date in the Award Term if individuals subsequently become eligible to participate in the Plan. Each Participant shall be notified that he is eligible to receive an Award and the amount of his target Award. If a Participant receives a change in salary midpoint, such Participant shall be notified of any resulting change in his target Award.

GENERAL PLAN PROVISIONS

     (a) No Right of Employment. Neither the adoption or operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any employee any right to continue in the employ of an Employer, or shall in any way affect the right and power of the Employer to Terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Employer might have done if this Plan had not been adopted.

     (b) Governing Law. The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Texas.

     (c) Miscellaneous. Headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of this Plan or any provisions thereof. The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural, and vice versa.

     (d) American Jobs Creation Act. It is intended that this Plan be exempt from the requirements of Section 409A of the Internal Revenue Code, as enacted by the American Jobs Creation Act, and the Plan shall be interpreted and administered in a manner to give effect to such intent.

     (e) Limitation on Rights of Participants; No trust. No trust has been created by the Employers for the payment of Awards granted under this Plan; nor have the Participants been granted any lien on any assets of the Employers to secure payment of such benefits. This Plan represents only an unfunded, unsecured promise to pay by the Participant’s Employer and a Participant hereunder is a mere unsecured creditor of his Employer.

     (f) Payment to Guardian. If an Award is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Award to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the distribution of such Award. Such distribution shall completely discharge the Company and the Subsidiaries from all liability with respect to such Award.

     (g) Effective Date. This Plan shall become effective as of January 1, 2009.

2009 PERFORMANCE TARGETS -[Intentionally Omitted]

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