8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    December 15, 2006

NACCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-9172	34-1505819
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5875 Landerbrook Drive Cleveland, Ohio	44124-4017
(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 1.01   Entry into a Material Definitive Agreement.

     On December 15, 2006, NMHG Holding Co. (the “Company”), a Delaware corporation and a wholly owned subsidiary of NACCO Industries, Inc. (“NACCO”), entered into an amendment (the “Third Amendment”), which amends the Company’s Amended and Restated Credit Agreement, dated December 19, 2005 (as amended, the “Credit Agreement”), with the Lenders, as defined in the Credit Agreement, and Citicorp North America, Inc., as administrative agent for the Lenders. The Third Amendment, among other things, modified the ERISA (as defined in the Credit Agreement) representations and warranties to make exception for certain non-material PBGC (as defined in the Credit Agreement) “reportable events” that could apply to actions taken by non-borrower ERISA Affiliates (as defined in the Credit Agreement) that are not reasonably expected to result in a liability in excess of $2 million to any borrower or ERISA Affiliate and to update the ERISA schedule as of December 15, 2006. In addition, the Third Amendment changed the reporting requirements to provide the Lenders with more information about changes to the borrowers’ benefit plans and, if applicable, funding status by changing the Company’s obligation to update schedules. The Third Amendment also provided a mechanism to allow the Company to update certain schedules to the Credit Agreement to the extent information previously disclosed has changed.

     The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference thereto.

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

     The disclosure set forth under Item 5.02 of the Current Report on Form 8-K filed by NACCO on December 11, 2006 is hereby amended to state that Robert M. Gates’ resignation from his position as a member of the Board of Directors of NACCO and his positions as chair of the Audit Review Committee, member of the Compensation Committee, member of the Nominating and Corporate Governance Committee and member of the Executive Committee of NACCO is effective December 18, 2006.

Item 9.01   Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Exhibit Description
10.1	Third Amendment to Amended and Restated Credit Agreement, dated as of December 19, 2005, among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., the financial institutions from time to time a party thereto as Lenders, the financial institutions from time to time a party thereto as Issuing Bank, Citicorp North America, Inc., in its capacity as administrative agent for the Lenders and the Issuing Bank thereunder and Citigroup Global Markets Inc. as sole lead arranger and sole bookrunner.
10.2	Form of Award Agreement (NACCO Industries, Inc. Executive Long-Term 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/ Kenneth C. Schilling Name: Kenneth C. Schilling Title: Vice President and Controller
Date: December 19, 2006

EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Third Amendment to Amended and Restated Credit Agreement, dated as of December 19, 2005, among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., the financial institutions from time to time a party thereto as Lenders, the financial institutions from time to time a party thereto as Issuing Bank, Citicorp North America, Inc., in its capacity as administrative agent for the Lenders and the Issuing Bank thereunder and Citigroup Global Markets Inc. as sole lead arranger and sole bookrunner.
10.2	Form of Award Agreement (NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan)

EX-10.1

Exhibit 10.1

THIRD AMENDMENT

TO

AMENDED & RESTATED CREDIT AGREEMENT

          THIS THIRD AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT (this “Third Amendment”) dated as of December 15, 2006, relates to that certain Amended and Restated Credit Agreement dated as of December 19, 2005 (as amended by that certain First Amendment, dated as of March 22, 2006, that certain Second Amendment dated as of July 21, 2006 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NMHG Holding Co., a Delaware corporation (“NMHG Holding”), NACCO Materials Handling Group, Inc., a Delaware corporation (“NMHG”), NACCO Materials Handling Limited (company number 02636775), incorporated under the laws of England and Wales (the “UK Borrower”), NACCO Materials Handling B.V., a private company with limited liability incorporated under the laws of the Netherlands having its corporate seat in Nijmegen (together with NMHG Holding, NMHG and the UK Borrower, the “Borrowers”), the financial institutions from time to time a party thereto as Lenders, whether by execution of the Credit Agreement or an Assignment and Acceptance (as defined therein), the financial institutions from time to time party thereto as Issuing Bank, whether by execution of the Credit Agreement or an Assignment and Acceptance or otherwise, Citicorp North America, Inc., a Delaware corporation, in its capacity as administrative agent for the Lenders and the Issuing Bank thereunder (with its successors and permitted assigns in such capacity, the “Administrative Agent”), and Citigroup Global Markets Inc. as sole lead arranger and sole bookrunner.

          1. Definitions. Capitalized terms defined in the Credit Agreement and not otherwise defined or redefined herein have the meanings assigned to them in the Credit Agreement.

          2. Third Amendment Effective Date Amendments to Credit Agreement. Upon the “Third Amendment Effective Date” (as defined in Section 4 below), the Credit Agreement is hereby amended as follows:

          2.1 Amendments to Section 6.01(p) (ERISA Matters). Section 6.01(p) of the Credit Agreement is hereby amended as follows:

     (a) By deleting the sixth sentence of Section 6.01(p) in its entirety and substituting the following in its stead:

No Borrower or any ERISA Affiliate nor any fiduciary of any Plan which is not a Multiemployer Plan (i) has engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue Code or (ii) has taken or failed to take any action which would constitute or result in a Termination Event other than (a) a merger permitted under Section 9.09(b) (Restrictions on Fundamental Changes), (b) the Reportable Events

described on Schedule 6.01-P(A) attached hereto, (c) a Reportable Event described in Section 4043(c)(3) of ERISA (decline in number of participants); (d) a Reportable Event described in Section 4039(c)(9) of ERISA (change in the members of the controlled group) to the extent that the Reportable Event relates to an ERISA Affiliate other than the Borrowers and their Subsidiaries; (e) a Reportable Event described in Section 4043(c)(10) to the extent that the Reportable Event result from a liquidation of an ERISA Affiliate other than the Borrowers and their Subsidiaries; (f) a Reportable Event described in Section 4043(c)(11) to the extent that the Reportable Event results from the declaration of an extraordinary dividend payable to, or an extraordinary stock redemption of, an ERISA Affiliate other than the Borrowers and their Subsidiaries; or (g) any other Reportable Event, in each case to the extent such Reportable Events are not reasonably expected to result in a liability in excess of $2,000,000 to any Borrower or any ERISA Affiliate.

     (b) By deleting the final sentence of Section 6.01(p) in its entirety and substituting the following in its stead:

As of the Third Amendment Effective Date, each Borrower has given to the Administrative Agent copies of all of the following: each Benefit Plan and related trust agreement (including all amendments to such Plan and trust) in existence or committed to as of the Third Amendment Effective Date and in respect of which any Borrower or any ERISA Affiliate is currently an “employer” as defined in section 3(5) of ERISA, and the most recent actuarial report, determination letter issued by the IRS and Form 5500 filed in respect of each such Benefit Plan in existence; a listing of all of the Multiemployer Plans currently contributed to by any Borrower or any ERISA Affiliate with the aggregate amount of the most recent annual contributions required to be made by the Borrowers and all ERISA Affiliates to each such Multiemployer Plan, any information which has been provided to any Borrower or an ERISA Affiliate regarding withdrawal liability under any Multiemployer Plan and the collective bargaining agreement pursuant to which such contribution is required to be made; and as to each employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees of any Borrower or any Borrower Subsidiary after termination of employment other than as required by Section 601 of ERISA, the plan document (or, if no plan document is available, a written description of the benefits provided under such plan), the actuarial report for such plan (if any), the aggregate amount of the most recent annual payments made to, or on behalf of, terminated

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employees under each such plan, and any information about funding to provide for such welfare benefits.

          2.2 Amendments to Section 6.01(q) (Foreign Employee Benefit Plan Matters). Section 6.01(q) of the Credit Agreement is hereby amended by deleting the fourth sentence thereof and substituting the following in its stead:

Contributions to such Foreign Pension Plan are being made at the rate recommended by actuarial advice to eliminate any funding deficits disclosed in such valuation over no more than a 14 year period. No Borrower or Borrower Subsidiary, or trustee has taken nor will take any action which would materially increase any such deficit, unless compelled to do so in compliance with applicable legislation.

          2.3 Amendments to Section 7.06 (ERISA and Analogous Notices). Section 7.06 of the Credit Agreement is hereby amended by adding the following new Subsections to the end thereof:

(m)	within ten (10) Business Days after any Borrower or any Borrower Subsidiary knows or has reason to know of the adoption of any new employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA, a copy of such plan and a description of the projected benefit obligations thereunder;
(n)	within three (3) Business Days after receipt by any Borrower or Borrower Subsidiary of any valuation report for any Foreign Pension Plan with a defined benefit element not wholly covered by insurance maintained or contributed to by any Borrower or Borrower Subsidiary, a copy of such report;
(o)	within three (3) Business Days after the adoption of a new collective bargaining agreement covering any employees of any Borrower or Borrower Subsidiary, a copy thereof;
(p)	within three (3) Business Days after any Borrower or any Borrower Subsidiary knows or has reason to know of the adoption of any new agreement listed in Section 6.01(r)(ii), a copy thereof and a description of the projected liabilities thereunder.”

          2.4 Addition of Section 7.16. Article VII of the Credit Agreement is hereby amended to add the following new Section 7.16 thereto:

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     7.16. Update of Certain Schedules. If any of the information or disclosures provided on any of Schedules 6.01-A, 6.01-C, 6.01-P, 6.01-R, 6.01-V, 6.01-W, 6.01-Y, 6.01-Z or 6.01-CC, attached hereto as of the Closing Date become outdated or incorrect in any material respect, the Borrowers shall deliver to the Administrative Agent and the Lenders as part of the Compliance Certificate required pursuant to Section 7.01(e)(ii) (or more frequently in the Borrowers’ reasonable judgment or upon the request of the Administrative Agent) such revision or updates to such Schedule(s) as may be necessary or appropriate to update or correct such Schedule(s), which revisions shall be effective from the date accepted in writing by the Administrative Agent, such acceptance not to be unreasonably withheld; provided, that (i) no such revisions or updates to any such Schedule(s) shall be deemed to have cured any breach of warranty or misrepresentation occurring prior to the delivery of such revision or update by reason of the inaccuracy or incompleteness of any such Schedule(s) at the time such warranty or representation previously was made or deemed to be made and (ii) such Schedule(s) may only be updated to the extent that such related actions disclosed are otherwise not prohibited by the Credit Agreement and other Loan Documents prior to such Schedule being revised or updated (for example, without limitation, Schedule 6.01-A may only be modified to reflect events not prohibited by Section 9.13, Schedule 6.01-Z may only be modified as permitted by Section 3.06).

          3. Representations and Warranties. The Borrowers hereby represent and warrant to each Lender, each Issuing Bank and the Administrative Agent that (a) all of the representations and warranties of the Borrowers and the Borrower Subsidiaries in the Credit Agreement and in any other Loan Document are true and correct in all material respects on and as of the Third Amendment Effective Date as though made to each Lender, each Issuing Bank and the Administrative Agent on and as of such date (other than representations and warranties which expressly speak as of a different date, which representations shall be made only on such date) and (b) as of the Third Amendment Effective Date, no Event of Default or Default has occurred and is continuing.

          4. Third Amendment Effective Date. This Third Amendment shall become effective as of the date first above written (the “Third Amendment Effective Date”) upon the satisfaction of the following conditions:

          4.1 The Administrative Agent shall have received counterparts hereof executed by the Borrowers, the Administrative Agent and each Lender;

          4.2 Each of the representations and warranties contained in this Third Amendment shall be true and correct in all material respects on and as of the Third Amendment Effective Date;

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          4.3 As of the Third Amendment Effective Date, no Event of Default or Default shall have occurred and be continuing; and

          4.4 The Borrowers shall have reimbursed the Administrative Agent for the reasonable fees, costs and expenses incurred by or owing to it in connection with this Third Amendment, and all other outstanding fees and expenses incurred prior to the Third Amendment Effective Date, in each case which are payable under Section 14.02 of the Credit Agreement.

          5. Miscellaneous.

          5.1 This Third Amendment is a Loan Document. The headings herein are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

          5.2 On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import, and each reference in the other Loan Documents to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. Except to the extent specifically amended or modified hereby, all of the terms of the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects.

          5.3 The execution, delivery and effectiveness of this Third Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the Issuing Bank or the Administrative Agent under the Credit Agreement or any of the Loan Documents, nor obligate any Lender, the Issuing Bank or the Administrative Agent to agree to similar amendments in the future.

          6. Counterparts; Facsimile Delivery. This Third Amendment may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Third Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

          7. GOVERNING LAW. THIS THIRD AMENDMENT, AND ALL ISSUES RELATING TO THIS THIRD AMENDMENT, INCLUDING THE VALIDITY, ENFORCEABILITY, INTERPRETATION OR CONSTRUCTION OF THIS THIRD AMENDMENT OR ANY PROVISION HEREOF, SHALL BE GOVERNED BY, AND SHALL BE DETERMINED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature pages follow]

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     IN WITNESS WHEREOF, the Administrative Agent, the Issuing Bank, the Requisite Lenders and the Borrowers have caused this Third Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

NMHG HOLDING CO.
By:	/s/ Jeffrey C. Mattern
	Name: Jeffrey C. Mattern
	Title: Treasurer
NACCO MATERIALS HANDLING GROUP, INC.
By:	/s/ Jeffrey C. Mattern
	Name: Jeffrey C. Mattern
	Title: Treasurer
NACCO MATERIALS HANDLING LIMITED
By:	/s/ Carolyn M. Vogt
	Name: Carolyn M. Vogt
	Title: Vice President and Secretary
NACCO MATERIALS HANDLING B.V.
By: NACCO MATERIALS HANDLING GROUP, LTD.,             its Managing Director
By:	/s/ Jeffrey C. Mattern
	Name: Jeffrey C. Mattern
	Title: Director

CITICORP NORTH AMERICA, INC., as Administrative Agent, as Issuing Bank, as Swing Loan Bank and as a Domestic Lender
By:	/s/ Miles D. McManus
	Name: Miles D. McManus
	Title: Vice President and Director
CITIBANK INTERNATIONAL PLC, as Multicurrency Lender and as Overdraft Line Bank
By:	/s/ Miles D. McManus
	Name Miles D. McManus
	Title: Vice President and Director

GENERAL ELECTRIC CAPITAL CORPORATION, as a Domestic Lender
By:	/s/ Robert M. Rzzo
	Name: Robert M. Rzzo
	Title: Duly Authorized Signatory

WELLS FARGO FOOTHILL, INC., as a Domestic Lender
By:	/s/ Jim Futong
	Name: Jim Futong
	Title: AVP

U.S. BANK NATIONAL ASSOCIATION, as a Domestic Lender
By:	/s/ Scott J. Bell
	Name: Scott J. Bell
	Title: Senior Vice President

KEY CORPORATE CAPITAL INC., as a Domestic Lender
By:	/s/ Roger F. Reeder
	Name: Roger F. Reeder
	Title: Vice President

ING Capital LLC, as a Domestic Lender
By:	/s/ W. C. Berging
	Name: W. C. Berging
	Title: Managing Director

BANK OF AMERICA, N.A., as a Domestic Lender
By:	/s/ Daryl K. Hogge
	Name: Daryl K. Hogge
	Title: Senior Vice President

EX-10.2

Exhibit 10.2

FORM OF AGREEMENT UNDER NACCO INDUSTRIES, INC.
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN

[date]

NACCO Industries Inc.
5875 Landerbrook Drive
Mayfield Heights, Ohio 44124-4017
Attention: Secretary

Re: 200___ Grants of Award Shares under Executive Long-Term
Incentive Compensation Plan

     [Name]

     The undersigned is an employee of NACCO Industries, Inc. (the “Company”) to whom grants of an award (the “Award”) consisting of [insert number] fully paid and nonassessable shares (the “Award Shares”) of Class A Common Stock, par value $1.00 per share, of the Company’s Class A Common Stock (“Class A Common”) were made on March ___, 200___ by the Compensation Committee (the “Committee”) of the Board of Directors of the Company pursuant to the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (the “Plan”). I hereby accept the Award and acknowledge to and agree with the Company as follows:

     1. Award. I acknowledge that the Committee has granted the Award to me subject to the terms of the Plan and the related Executive Long-Term Incentive Compensation Plan Guidelines for the January 1, 200___ through December 31, 200___ Award Term (the “200___-200___ Guidelines”), the terms of the resolutions of the Committee pursuant to which the Award was made and the terms of this Agreement, and I hereby acknowledge receipt of stock certificate numbered [number] for [number] shares of Class A Common representing the Award Shares.

     2. Restrictions on Transfer. I represent and covenant that, other than a transfer (a) by will or the laws of descent and distribution, (b) pursuant to a domestic relations order meeting the definition of a qualified domestic relations order under Section 206(d)(3)(B) of the Employee Retirement Income Security Act of 1974, as amended (“QDRO”), or (c) to a trust (a “Trust”) for my benefit or the benefit of my spouse, my children or my grandchildren (provided that Award Shares transferred to such a Trust shall continue to remain subject to the transfer restrictions hereinafter set forth), the Award Shares shall be non-transferable and I shall not make (or attempt to make) any sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance of the Award Shares.

     3. Lapse of Restrictions. I acknowledge that the transfer restrictions on the Award Shares set forth in paragraph (2) above shall lapse for all purposes and shall be of no further force or effect upon the earliest to occur of: (a) December 31, 20___; (b) the date of my death or permanent disability; (c) five years after retirement in accordance with the terms of The Combined Defined Benefit Plan of NACCO Industries, Inc. and Its Subsidiaries (or, if I am not a member of such plan, five years after my termination of employment after reaching age 60 with at least 15 years of service) (or earlier with the approval of the Committee); (d) an extraordinary release of transfer restrictions pursuant to Section 3.2(d) of the 200___-200___ Guidelines; (e) the transfer of Award Shares pursuant to a QDRO, but only as to the shares so transferred; and (f) a lapse of transfer restrictions as provided in the terms of an instrument of termination adopted under the Plan. As notice of such transfer restrictions, I acknowledge that there is affixed to the face or back of each stock certificate representing Award Shares the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE NACCO INDUSTRIES, INC. EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN (“PLAN”). SUCH RESTRICTIONS ON TRANSFER UNDER THE PLAN SHALL LAPSE FOR ALL PURPOSES AND SHALL BE OF NO FURTHER FORCE OR EFFECT AFTER DECEMBER 31, 20___, OR SUCH EARLIER TIME AS PROVIDED IN THE PLAN.

     4. Obligations. I agree that each Trust and I shall fulfill the obligations imposed with respect to Award Shares and by the Plan and the 200___-200___ Guidelines.

     5. Rights. I understand that, subject to the transfer restrictions set forth herein, I shall have all of the rights of a holder of Class A Common with respect to the Award Shares, including the right to vote such shares, to receive any dividends paid thereon and to participate in any of the matters described in clauses (a), (b) and (c) of Section 7 of the Plan. Any securities that I receive in respect to Award Shares in connection with any of such matters shall be deemed to be Award Shares, and shall be subject to the transfer restrictions set forth herein to the same extent and for the same period as if such securities were the original Award Shares with respect to which they were issued.

     6. Surrender of Certificates. I understand that: (a) in the case of a transfer under clause (a) or (b) of paragraph 2 above, on surrender to the Company by my successor or successors in interest to the Award Shares of the appropriate certificate or certificates reflecting the Award Shares, or (b) on surrender to the Company of the appropriate certificate or certificates reflecting Award Shares with respect to which the transfer restrictions have otherwise lapsed in accordance with paragraph 3 above, the Company shall cause a new certificate or certificates to be issued without any legend referring to such restrictions.

     7. Withholding. In order that the Company may satisfy its withholding obligations with respect to the compensation income resulting from the grant of any Award Shares, I authorize and direct the Company to withhold from any amounts otherwise payable to me such amounts of taxes with respect to the income attributable to such shares and at such time or times

as may be required to be withheld, including, without limitation, taxes required to be withheld by reason of the compensation required to be reported for Federal income and employment tax purposes by me, all as determined in good faith in the sole judgment of the Company. If there are no such amounts otherwise payable to me, or if such amounts are insufficient, I will reimburse or indemnify the Company or make provision satisfactory to the Board of Directors or the Committee (or to any officer authorized for that purpose by the Board of Directors or the Committee) to reimburse or indemnify the Company for such amounts of taxes at such time and from time to time, as the Company may make demand for such reimbursement or indemnity. If and to the extent that in the sole judgment of the Board of Directors or the Committee (or any officer authorized for that purpose by the Board of Directors or the Committee) it appears advisable to do so, in order to enforce the Company’s rights under the Plan and this Agreement, the Company shall not issue or cause to be issued to me (or to my successor in interest), any new stock certificate without any legend referring to the transfer restrictions with respect to the Award Shares as to which such restrictions have lapsed, unless and until such amounts of taxes have been withheld from amounts otherwise payable to me (or any of my successors in interest), or I (or such successor in interest) reimburse or indemnify the Company for such amounts of such taxes or make other provisions for reimbursement or indemnification to the Company of such taxes, satisfactory in the sole judgment of the Board of Directors or the Committee (or such officer) exercised in good faith.

     8. Registration. I hereby agree that none of such Award Shares shall be sold or otherwise disposed of, nor shall any of the same be offered for sale, by me except pursuant to a currently effective registration statement by which such shares are duly registered under the Act, or in accordance with an opinion of counsel satisfactory to the Company, which opinion shall have been approved by the Company and be to the effect that the contemplated transaction (which shall be described therein) may be legally effected, and the shares so transferred may subsequently be resold, without registration under the Act.

     9. No Right to Employment. I acknowledge that the grant of Award Shares to me does not in any way entitle me to continued employment with the Company and does not limit or restrict any right that the Company otherwise may have to terminate my employment.

  [name]

ACCEPTED                                         , 20___
NACCO INDUSTRIES, INC.

By:
	[name]