Nacco Materials Handling GRP Excess Pension Plan

THE NACCO MATERIALS HANDLING GROUP, INC.
EXCESS PENSION PLAN FOR UK TRANSFEREES
(AS AMENDED AND RESTATED AS OF JANUARY 1, 2005)


NMHG NQ/UK Excess JOBs Act Restmt


NACCO MATERIALS HANDLING GROUP, INC.
EXCESS PENSION PLAN FOR UK TRANSFEREES


NACCO Materials Handling Group, Inc. (the "Company") does hereby adopt this
amendment and restatement of the NACCO Materials Handling Group, Inc.
Excess Pension Plan for UK Transferees, on the terms and conditions
described hereinafter.


ARTICLE I - PREFACE


Section 1.1. Effective Date. This Plan was initially effective as of October 1, 2002 for all Participants. The Effective Date of this amendment and restatement is January 1, 2005.


Section 1.2. Purpose of the Plan. The purpose of this Plan is to provide Participants with non-qualified supplemental pension benefits that are designed to provide the Participants (and their Beneficiaries) with a level of retirement benefits at least equal to the retirement benefits they would have received had they continued to participate in the UK Pension Plan through December 31, 2005.


Section 1.3. Governing Law. This Plan shall be regulated, construed and administered under the laws of the State of North Carolina, except when preempted by federal law.


Section 1.4. Gender and Number. For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.


Section 1.5. American Jobs Creation Act (AJCA).


(a) Any Excess Pension Benefits (or portion thereof) that were vested and deferred prior to January 1, 2005 and that qualify for "grandfathered status" under Section 409A of the Code (determined in accordance with the regulations issued thereunder) shall continue to be governed by the law applicable to nonqualified deferred compensation prior to the addition of Section 409A to the Code, shall be subject to the terms and conditions specified in the Plan as in effect prior to January 1, 2005 and shall be referred to herein as the "Grandfathered Excess Pension Benefits."


(b) The portion of a Participant's Excess Pension Benefits that does not qualify for "grandfathered status" under Section 409A of the Code is intended to comply with the provisions of Section 409A of the Code, as enacted by the AJCA, so as to prevent the inclusion in gross income of any amount of Supplemental Retirement benefit accrued hereunder in a taxable year that is prior to the taxable year or years in which such amounts would otherwise be actually distributed or made available to the Participant and shall be referred to herein as the "Non-Grandfathered Excess Pension Benefits."


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ARTICLE II - DEFINITIONS


Except as otherwise provided in this Plan, terms defined in the Profit
Sharing Plan as it may be amended from time to time shall have the same
meanings when used herein, unless a different meaning is clearly required
by the context of this Plan. In addition, the following words and phrases
shall have the following respective meanings for purposes of this Plan.


Section 2.1. Actual UK Pension Benefit shall mean an amount payable in British Pounds Sterling equal to the annual benefit in fact payable to the Participant or his Beneficiary under the UK Pension Plan at the time of the Participant's termination of employment with all members of the Company's Controlled Group (whether on account of death, retirement or otherwise), taking into account for this purpose any cost-of-living increases between the Effective Date of a Participant's participation in the Plan and the date of termination.


Section 2.2. Beneficiary shall mean the Participant's surviving spouse or any other designated beneficiary who is entitled to receive survivor benefits under the UK Pension Plan.


Section 2.3. Company shall mean NACCO Materials Handling Group, Inc. or any entity that succeeds NACCO Materials Handling Group, Inc. by merger, reorganization or otherwise.


Section 2.4. Compensation shall mean the actual US compensation received by the Participant from the Controlled Group through December 31, 2005. In those circumstances where it is necessary to convert US dollars to UK equivalent earnings, the conversion will be based on comparable compa-ratio to midpoint of UK equivalent level position.


Section 2.5. Controlled Group shall have the meaning specified in the Profit Sharing Plan (i.e., the Company and any and all other corporations, trades and/or businesses, the Employees of which, together with the Employees of the Company, are required by Code Section 414 to be treated as if they were employed by a single employer).


Section 2.6. Employer shall mean the Company and NMHG Oregon, LLC.


Section 2.7. Excess Pension Benefit or Benefit shall mean the retirement benefits described in Article III which are payable to or with respect to a Participant under this Plan.


Section 2.8. Insolvent. For purposes of this Plan, an Employer shall be considered Insolvent at such time as it (a) is unable to pay its debts as they mature, or (b) is subject to a pending voluntary or involuntary proceeding as a debtor under the United States Bankruptcy Code (or similar foreign law).


Section 2.9. Key Employee shall mean a key employee, as defined in Code Section 416(i) (without regard to paragraph (5) thereof) of an Employer, as long as the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Employee's Termination of Employment. Key Employees are identified on a Controlled Group-wide basis and include non-resident alien Employees (whether or not such Employees are eligible to participate in the Plan). The selected identification date for Key Employees is December 31st. As such, any Employee who is


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classified by the Company as a Key Employee as of December 31st of a particular Plan Year shall maintain such classification for the 12-month period commencing the following April 1st. The Company shall have the sole and absolute discretion to classify Employees as Key Employees hereunder. To the extent determined by the Company, such classification may include up to 75 highly compensated Employees (including some who do not meet the statutory requirements of a Key Employee) as long as such determination is made in a consistent, reasonable and good faith manner.


Section 2.10. Participant. shall mean those highly compensated or select management employees of an Employer who (a) were participants in the UK Pension Plan, (b) were designated by the President of the Company as a Participant in this Plan and (c) were listed on Exhibit A to the initial Plan document.


Section 2.11. Plan shall mean the NACCO Materials Handling Group, Inc. Excess Pension Plan for UK Transferees, as herein set forth or as duly amended.


Section 2.12. Plan Administrator shall mean the Administrative Committee appointed under the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan.


Section 2.13. Plan Year shall mean the calendar year.


Section 2.14. Profit Sharing Plan shall mean the NACCO Materials Handling Group, Inc. Profit Sharing Plan or any successor thereto, as in effect from time to time.


Section 2.15. Targeted UK Pension Benefit . With respect to the Participant, the Targeted UK Pension Benefit shall mean an amount payable to the Participant in British Pounds Sterling equal to the annual benefit which would have been paid to the Participant under the UK Pension Plan if the Participant had continued to participate in the UK Pension Plan until December 31, 2005, taking into account the Participant's service with the US members of the Controlled Group and all Compensation which would otherwise satisfy the definition of pensionable earnings under the UK Pension Plan (converted to UK equivalent earnings) through such date. As applied to a Beneficiary, if the Participant dies after December 31, 2005 but before terminating employment with all members of the Controlled Group, the Targeted UK Pension Benefit payable to the Beneficiary shall be calculated as if the Participant had died while an active member of the UK Pension Plan (taking into account service projected to the normal retirement date under such plan, but Compensation through December 31, 2005); provided, however, that the Beneficiary shall not be entitled to receive the death in service lump sum benefit that would otherwise have been payable with respect to the UK Pension Plan. Furthermore, if the Participant dies after December 31, 2005 and after commencing payment of his Excess Pension Benefit hereunder, the Targeted UK Pension Benefit payable to a Beneficiary shall be calculated in accordance with the survivor benefit provisions of the UK Pension Plan (i.e., a 50% survivor benefit and, if the Participant should die within 5 year of his retirement date, an additional benefit calculated based on the benefits that would have been paid to the Participant for the remainder of the 5 year period but for his death).


Section 2.16. Termination of Employment shall mean a separation of service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).


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Section 2.17. UK Pension Plan: shall mean the NMHG UK Retirement Plan, as in effect from time to time.


Section 2.18. Unfunded Plan shall mean the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan, or any successor thereto, as in effect from time to time.


Section 2.19. US Retirement Benefits shall mean the sum of (a) the "Deemed 401(k)/Matching Contributions" (as defined in the next sentence) and (b) the actual Profit Sharing Contributions and Excess Profit Sharing Contributions which are allocated to the Participant's accounts under the Profit Sharing Plan and the Unfunded Plan, in both cases, for periods on and after the Effective Date, increased at an assumed investment return rate of 6% per year until termination of employment. For purposes of the Plan, the Deemed 401(k)/Matching Contributions shall be the amounts that would be allocated to the Participant's accounts under the Profit Sharing Plan and Unfunded Plan if the Participant elected to make Before-Tax Contributions and Excess 401(k) Benefits from his Compensation in an amount equal to the amount needed to obtain the maximum amount of Matching Contributions (and Excess Matching Benefits) under such plans, as in effect from time to time. In furtherance of, but without limiting the foregoing, as of the Effective Date, the Deemed 401(k)/Matching Contributions shall be calculated assuming that the Participant annually deferred 7% of Compensation and received a combined Matching Employer Contribution/Excess Matching Benefit equal to 3% of Compensation.


Section 2.20. Valuation Date shall mean the last day of each Plan Year and any o ...