EXHIBIT 10(lxxxii)

                                AMENDMENT NO. 5
                                     TO THE
                      NACCO MATERIALS HANDLING GROUP, INC.
                             UNFUNDED BENEFIT PLAN
             (AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2000)

         NACCO Materials Handling Group, Inc. hereby adopts this Amendment No. 5
to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended
and Restated Effective September 1, 2000) (the "Plan") effective as of January
1, 2002. Words and phrases used herein with initial capital letters which are
defined in the Plan are used herein as so defined.

                                    Section 1

         Section 3.3(a) of the Plan is hereby amended in its entirety to read as
follows:

         "(a) Amount of Excess 401(k) Benefits. Each 401(k) Employee who is a
Participant, may, prior to the first day of any Plan Year, by completing an
approved deferral election form, direct his Employer to reduce his Compensation
for such Plan Year by an amount equal to the difference between (i) a specified
percentage, in 1% increments, with a maximum of 25%, of his Compensation for the
Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to
be contributed for him to the Profit Sharing Plan for such Plan Year by reason
of the application of the limitations under Sections 402(g), 401(a)(17), and
401(k)(3) of the Code (which amounts shall be referred to as the "Excess 401(k)
Benefits")."



                           EXECUTED this 21st day of December, 2001.



                                            NACCO MATERIALS HANDLING GROUP, INC.



                                            By: /s/ Charles A. Bittenbender
                                                --------------------------------
                                            Title: Assistant Secretary