EXHIBIT 10(lxiii)


                      NACCO MATERIALS HANDLING GROUP, INC.
                       ANNUAL INCENTIVE COMPENSATION PLAN

                                      2002


GENERAL

         NACCO Materials Handling Group, Inc., (the "Company") has established
an Annual Incentive Compensation Plan ("Plan") as part of a competitive
compensation program for the officers and key management employees of the
Company and its Subsidiaries.

PLAN OBJECTIVE

         The Company desires to attract and retain talented employees to enable
the Company to meet its financial and business objectives. The objective of the
Plan is to provide an opportunity to earn annual incentive compensation to those
employees whose performance has a significant impact on the Company's short-term
and long-term profitability.

ADMINISTRATION AND PARTICIPATION

         The Plan is administered by the Nominating, Organization and
Compensation Committee of the Board of Directors of the Company (the
"Committee").

The Committee:

         a.       May amend, modify or discontinue the Plan.

         b.       Will approve participation in the Plan. Generally,
                  participants will include all employees in NACCO Materials
                  Handling Group salary grades 22 and above. However, the
                  Committee may select any employee who has contributed
                  significantly to the Company's profitability to participate in
                  the Plan and receive an annual incentive compensation award.
                  Subject to paragraphs (g) and (h), below, no employee of NACCO
                  Materials Handling Group shall be eligible to be a participant
                  in the Plan, and no participant in the Plan shall be eligible
                  to receive an award, unless such individual is employed for at
                  least 90 calendar days during the year.




         c.       Will determine the annual performance criteria which generate
                  the incentive compensation pool.

         d.       Will determine the total amount of both the target and actual
                  annual incentive compensation pool.

         e.       Will approve individual incentive compensation awards to
                  officers and employees in NACCO Materials Handling Group above
                  salary grade 29.

         f.       May delegate to the Chief Executive Officer of the Company the
                  approval of incentive compensation awards to NACCO Materials
                  Handling Group employees in salary grade 29 and below.

         g.       May consider at the end of each year the award of a
                  discretionary bonus amount to non-participants as an addition
                  to the regular incentive compensation pool on a special
                  one-time basis to motivate individuals not eligible to
                  participate in the Plan.

         h.       May approve a pro-rate incentive compensation award for
                  participants in the Plan whose employment is terminated (1)
                  due to death, disability, retirement or facility closure, such
                  award to be determined pursuant to the provisions of
                  subparagraphs (e) and (f) above, or (2) under other
                  circumstances at the recommendation of the Chief Executive
                  Officer of the Company.

DETERMINATION OF CORPORATE INCENTIVE COMPENSATION POOL

         Each participant in the Plan will have an individual target incentive
compensation percentage which is determined by the participant's salary grade.
This percentage is multiplied by the mid-point of the participant's salary grade
to determine his individual target incentive compensation award. The total of
the target incentive compensation awards of all participants equals the target
corporate incentive compensation pool ("Target Pool"). The Target Pool is
approved each year by the Committee.




         The actual corporate incentive compensation pool ("Actual Pool") is
determined at the end of each year based on the Company's actual performance
against specific criteria established in the beginning of the year by the
Committee. The Target Pool is adjusted upwards or downwards by corporate
performance adjustment factors to determine the Actual Pool. In no event will
the Actual Pool exceed 150% of the Target Pool, except to the extent that the
Committee elects to increase the Actual Pool by up to 110%, as described below.

         The Target and Actual Pools may consist of the sum of two or more
subpools, provided the subpools have individual objectives.

         It is the intent of the Plan that the Actual Pool, as determined above,
will be the final total corporate incentive compensation pool. However, the
Committee, in its sole discretion, may increase or decrease by up to 10% the
Actual Pool or may approve an incentive compensation pool where there would
normally be no pool due to Company performance which is below the criteria
established for the year.

         The Actual and Target Pools exclude the Marketing Incentive Plan for
regional parts, service, sales and national account managers. However, total
compensation or employees covered by the Marketing Incentive Plan will be based
on competitive levels.

DETERMINATION OF INDIVIDUAL INCENTIVE COMPENSATION AWARDS

         Salary grades and the corresponding target incentive percentages for
each participant in the Plan will be established at the beginning of each year
and approved by the Committee. Individual target incentive compensation will
then be adjusted by the appropriate pool or subpool factor. Such adjusted
individual incentive compensation will then be further modified based on the
team performance to which an individual belongs compared to the team goals for
the year, and may be further modified based on a Participant's performance as
compared to their individual goals for the year.




         The total of all individual incentive compensation awards must not
exceed the Actual Pool for the Year.

         Below are examples of actual pool and individual award calculations.

         a.       Example calculation for determination actual pool:

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         b.       Example calculation for determination of individual incentive
                  compensation award:

                  John Doe:

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