UNFUNDED BENEFIT PLAN

 

                                                              Exhibit 10(lxxxix)

                     THE HAMILTON BEACH/PROCTOR-SILEX, INC.

                              UNFUNDED BENEFIT PLAN

               (As Amended and Restated Effective January 1, 1997)

                       HAMILTON BEACH/PROCTOR-SILEX, INC.
                              UNFUNDED BENEFIT PLAN

                  Hamilton Beach/Proctor-Silex, Inc. (the "Company") does hereby
amend and completely restate the Hamilton Beach/Proctor-Silex, Inc. Unfunded
Benefit Plan to read as follows, effective January 1, 1997.

                                    ARTICLE I
                                     PREFACE
                                     -------

                  SECTION 1.1. EFFECTIVE DATE. The original effective date of
this Plan was March 10, 1993. The effective date of this amendment and
restatement is January 1, 1997.

                  SECTION 1.2. PURPOSE OF THE PLAN. The purpose of this Plan is
to provide for certain Employees of the Company benefits they would have
received (a) under the Cash Balance Plan but for (i) the dollar limitation on
Compensation taken into account as a result of Section 401(a)(17) of the Code,
and (ii) the limitations imposed under Section 415 of the Code, and/or (b) under
the Savings Plan but for the limitations imposed under Section 402(g), 401(m),
401(a)(17), 401(k)(3) or 415 of the Code.

                  SECTION 1.3. GOVERNING LAW. This Plan shall be regulated,
construed and administered under the laws of the State of Ohio, 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. CONSTRUCTION OF PLAN. The Plan provides benefits
for Employees who are Participants in two separate Qualified Plans. References
throughout this Plan to a "Qualified Plan" shall be deemed to refer to the
particular Qualified Plan in which the Participant participates.

                                   ARTICLE II
                                   DEFINITIONS
                                   -----------

                  Except as otherwise provided in this Plan, terms defined in
the Qualified Plans as they 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. ACCOUNT shall mean the record maintained in
accordance with Section 3.5 by the Company as the sum of the Participant's
Excess Profit Sharing Sub-Account, Excess 401(k) Sub-Account and Excess Matching
Sub-Account.

                  SECTION 2.2.  ADJUSTED ROE.

                  (a) For purposes of this Section, the following terms shall
have the following meanings:

                  (i) "NET INCOME (BEFORE EXTRAORDINARY ITEMS)" is defined as
consolidated net income, as defined by general accepted accounting principals
("GAAP"), for the Company for the subject year before extraordinary items, but
including any extraordinary items related to refinancings (net of tax);

                  (ii) "AMORTIZATION OF GOODWILL" is defined as the consolidated
amortization expense related to the intangible asset goodwill for the Company
for the subject year;

                  (iii) "WEIGHTED AVERAGE STOCKHOLDERS' EQUITY" is calculated by
adding the consolidated stockholders' equity for the Company, as defined by
GAAP, at the beginning of the subject year and the end of each month of the
subject year and dividing by thirteen;

                  (iv) "WEIGHTED AVERAGE ACCUMULATED AMORTIZATION OF GOODWILL"
is calculated by adding consolidated accumulated amortization of goodwill, as
defined by GAAP, at the beginning of the subject year and the end of each month
of the subject year and dividing by thirteen.

                  (b) "Adjusted ROE" shall mean the average return on equity of
the Company calculated for the applicable time period, based on A divided by B,
where:

         A  =     Net Income (before extraordinary items) + Amortization of
                  Goodwill; and

         B  =     Weighted Average (Shareholders' Equity + Accumulated
                  Amortization of Goodwill)

Adjusted ROE shall be determined at least annually by the Company.

                  SECTION 2.3. BENEFICIARY shall mean the person or persons
designated by the Participant as his Beneficiary under this Plan, in accordance
with the provisions of Article VII hereof.

                  SECTION 2.4. CASH BALANCE EMPLOYEE shall mean a participant in
the Cash Balance Plan.

                  SECTION 2.5. CASH BALANCE PLAN shall mean Part II of the
Combined Defined Benefit Plan for NACCO Industries, Inc. and Its Subsidiaries
(commonly known as the "Hamilton Beach/Proctor-Silex, Inc. Profit Sharing
Retirement Plan") (or any successor thereto), as the same may be amended from
time to time. Benefits under the Cash Balance Plan were permanently frozen
effective for Plan Years beginning on or after January 1, 1997.

                  SECTION 2.6. COMPANY shall mean Hamilton Beach/Proctor-Silex,
Inc.

                  SECTION 2.7. COMPENSATION. For purposes of Sections 3.2 and
3.3 of the Plan, the term "Compensation" shall have the same meaning as under
the Savings Plan, except that Compensation shall be deemed to include (a) the
amount of compensation deferred by the Participant under Section 3.3 of this
Plan and (b) amounts in excess of the limitation imposed by Code Section
401(a)(17).

                  SECTION 2.8. EXCESS RETIREMENT BENEFIT shall mean an Excess
Pension Benefit, an Excess Profit Sharing Benefit, an Excess 401(k) Benefit or
an Excess Matching Benefit (as described in Article III) which is payable to or
with respect to a Participant under this Plan.

                  SECTION 2.9. FIXED INCOME FUND shall mean the Stable Asset
Fund under the Savings Plan or any equivalent fixed income fund thereunder which
is designated by the NACCO Retirement Funds Investment Committee as the
successor to the Stable Asset Fund.

                  SECTION 2.10. 401(k) EMPLOYEE shall mean a participant in the
Savings Plan who is eligible for Before-Tax and Matching Employer Contributions
thereunder.

                  SECTION 2.11. INSOLVENT. For purposes of this Plan, the
Company 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.

                  SECTION 2.12. PARTICIPANT. For purposes of Section 3.1 of the
Plan, the term "Participant" shall mean a Cash Balance Employee whose benefit
under the Cash Balance Plan is limited by the application of Section 401(a)(17)
or 415 of the Code. For purposes of Section 3.2 of the Plan, the term
"Participant" shall mean a Profit Sharing Employee whose Post-1996 Profit
Sharing Contributions are limited by the application of Section 401(a)(17) or
415 of the Code and who is classified in job grades 17 and above. For purposes
of Section 3.3 of the Plan, the term "Participant" shall mean a 401(k) Employee
(a) who is unable to make all of the Before-Tax Contributions that he has
elected to make to the Savings Plan, or who is unable to receive the maximum
amount of Post-1994 Matching Employer Contributions under the Savings Plan,
because of the limitations imposed under Section 402(g), 401(a)(17), 401(k)(3)
or 401(m) of the Code and (b) who is classified in job grades 17 and above.

                  SECTION 2.13. PLAN shall mean the Hamilton
Beach/Proctor-Silex, Inc. Unfunded Benefit Plan as herein set forth or as duly
amended.

                  SECTION 2.14.  PLAN ADMINISTRATOR shall mean the Company.

                  SECTION 2.15. PLAN YEAR shall mean the calendar year.

                  SECTION 2.16. PROFIT SHARING EMPLOYEE shall mean a participant
in the Savings Plan who is eligible for Post-1996 Profit Sharing Contributions.

                  SECTION 2.17. QUALIFIED PLAN shall mean (a) for Cash Balance
Employees, the Cash Balance Plan, (b) for Profit Sharing Employees, the
profit-sharing portion of the Savings Plan and (c) for 401(k) Employees, the
Before-Tax Contributions and Matching Employer Contributions portion of the
Savings Plan.

                  SECTION 2.18. SAVINGS PLAN shall mean the Hamilton
Beach/Proctor-Silex, Inc. Employees' Retirement Savings Plan (401(k)), as the
same may be amended from time to time, or any successor thereto.

                  SECTION 2.19. UNFORESEEABLE EMERGENCY shall mean an event
which results (or will result) in severe financial hardship to the Participant
as a consequence of an unexpected illness or accident or loss of the
Participant's property due to casualty or other similar extraordinary or
unforeseen circumstances out of the control of the Participant.

                  SECTION 2.20. VALUATION DATE shall mean the last business day
of each Plan Year.

                                   ARTICLE III
                           EXCESS RETIREMENT BENEFITS
                           --------------------------

                  SECTION 3.1. EXCESS PENSION BENEFITS. The Excess Pension
Benefit payable to a Participant who is a Cash Balance Employee shall be a
monthly benefit equal to the excess, if any, of (a) the amount of the monthly
benefit that would be payable to such Participant under the Cash Balance Plan
(in the form actually paid) if such Plan did not contain the limitations imposed
under Sections 401(a)(17) and 415 of the Code and, effective as of January 1,
1995, the definition of Compensation under such Plan included any amounts
deferred under Section 3.3 of this Plan, OVER (b) the amount of the monthly
benefit that is actually payable to the Participant under the Cash Balance Plan.

                  SECTION 3.2. EXCESS PROFIT SHARING BENEFITS. At the time
described in Section 3.5(a), the Company shall credit to a Sub-Account (the
"Excess Profit Sharing Sub-Account") established for each Participant who is a
Profit Sharing Employee, an amount equal to the excess, if any, of (a) the
amount of the Company's Post-1996 Profit Sharing Contribution which would have
been made to the profit sharing portion of the Savings Plan on behalf of the
Participant if (i) such Plan did not contain the limitations imposed under
Sections 401(a)(17) and 415 of the Code and (ii) the term "Compensation" (as
defined in Section 2.7 hereof) were used for purposes of determining the amount
of profit sharing contributions under the Savings Plan, OVER (b) the amount of
the 

Company's Post-1996 Profit Sharing Contribution which is actually made to the
Savings Plan on behalf of the Participant for such Plan Year.

                  SECTION 3.3.  EXCESS 401(K) BENEFITS.

                  (a) AMOUNT OF EXCESS 401(K) BENEFITS. Each 401(k) Employee who
is a Participant under the terms of this Plan, may, prior to the first day of
any Plan Year, by completing a Notice of Election to Defer Compensation or other
form approved by the Company ("Deferral Election Form"), direct the Company:

                                    (i) to reduce his Compensation (as that 
term is defined in Section 2.7 hereof) by the difference between (A) a certain
percentage, in 1% increments, with a maximum of 15%, of his Compensation for the
calendar year, and (B) the maximum Before-Tax Contributions actually permitted
to be contributed for him to the Savings Plan by reason of the application of
the limitations imposed under Sections 402(g), 401(a)(17), or 401(k)(3) of the
Code;

                                    (ii) to credit the deferrals to the 
Sub-Account described in Section 3.5(a) at the times described therein.

                  (b) DEFERRAL PERIOD. The deferral election described in
Subsection (a) above shall also contain such Participant's election regarding
the time of the commencement of payment of his Excess 401(k) Sub-Account. In the
Deferral Election Form, such Participant may elect to commence payment of his
Excess 401(k) Sub-Account on (i) the date on which he ceases to be an Employee
of a Controlled Group Member, (ii) the date on which he attains an age specified
in the Deferral Election Form, or (iii) the earlier or later of such dates.

                  (c) EFFECT AND DURATION OF DEFERRAL ELECTION. Any direction by
a 401(k) Employee who is a Participant in this Plan to make deferrals of Excess
401(k) Benefits hereunder shall be effective with respect to Compensation
otherwise payable to the Participant, and the Participant shall not be eligible
to receive such Excess 401(k) Benefits. Instead, such amounts shall be credited
to the Participant's Sub-Account as provided in Section 3.5(a). Any directions
made in accordance with Subsections (a) or (b) above shall be irrevocable and
shall remain in effect for subsequent Plan Years unless for subsequent Plan
Years the directions are changed or terminated by the Participant, on the
appropriate form provided by the Plan Administrator, prior to the first day of
such subsequent Plan Year. Notwithstanding the foregoing, a Participant's
direction to make deferrals of Excess 401(k) Benefits shall automatically
terminate on the earlier of the date on which (i) the Participant ceases
employment with the Company, (ii) the Company is deemed Insolvent, (iii) the
Participant is no longer eligible to make deferrals of Excess 401(k) Benefits
hereunder, or (iv) the Plan is terminated.

                  (d) Notwithstanding the foregoing, any Participant whose
eligibility to make Before-Tax Contributions to the Savings Plan has been
suspended because he has taken a hardship withdrawal from the Savings Plan shall
not be eligible to make deferrals of Excess 401(k) Benefits under this Plan for
the period of his suspension from the Savings Plan.

                  SECTION 3.4.  EXCESS MATCHING BENEFITS.

                  (a) IN GENERAL. A 401(k) Employee shall have credited to his
Excess Matching Sub-Account an amount equal to the Post-1994 Matching Employer
Contributions that he is prevented from receiving under the Savings Plan because
of the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3) and
401(m) (collectively, the "Excess Matching Benefits").

                  (b) TIME OF PAYMENT. The Excess Matching Benefits shall be
paid (or commence to be paid) at the time specified in the Deferral Election
Form for the payment of the Excess 401(k) Benefits to which the Excess Matching
Benefits relate.

                  SECTION 3.5. PARTICIPANT'S ACCOUNTS. The Company shall
establish and maintain on its books an Account for each Participant which shall
contain the following entries:

                  (a) Credits to an Excess Profit Sharing Sub-Account for the
Excess Profit Sharing Benefits described in Section 3.2, which shall be credited
to the Sub-Account at the time the Profit Sharing Contributions are otherwise
credited to Participants' Accounts under the Savings Plan;

                  (b) Credits to an Excess 401(k) Sub-Account for the Excess
401(k) Benefits described in Section 3.3, which shall be credited to the
Sub-Account when a 401(k) Employee is prevented from making a Before-Tax
Contribution under the Savings Plan;

                  (c) Credits to an Excess Matching Sub-Account for the Excess
Matching Benefits described in Section 3.4, which shall be credited to the
Sub-Account when a 401(k) Employee is prevented from receiving Post-1994
Matching Employer Contributions under the Savings Plan;

                  (d) Credits to such Sub-Accounts for the earnings described in
Article IV, which shall continue until the vested portions of such Sub-Accounts
have been distributed to the Participant or his Beneficiary; and

                  (e)  Debits for any distributions made from such Sub-Accounts.

To the extent determined necessary by the Company, the Company may also
establish a "notional account" in the name of each Cash Balance Employee to
reflect the Excess Pension benefits payable to such Employees.

                  SECTION 3.6. EFFECT ON OTHER BENEFITS. Benefits payable to or
with respect to a Participant under the Qualified Plans or any other
Company-sponsored (qualified or nonqualified) plan, if any, are in addition to
those provided under this Plan.

                                   ARTICLE IV
                                    EARNINGS
                                    --------

                  SECTION 4.1. FOR ACTIVE PROFIT SHARING EMPLOYEES. Except as
provided in Section 4.3, at the end of each calendar month during a Plan Year,
the Excess Profit Sharing Sub-Account of each Participant shall be credited with
an amount determined by multiplying such Participant's average Excess Profit
Sharing Sub-Account balance during such month by the blended rate earned during
such month by the Fixed Income Fund under the Savings Plan. Notwithstanding the
foregoing, in the event that the Adjusted ROE determined for such Plan Year
exceeds the rate credited to the Participant's Excess Profit Sharing Sub-Account
under the preceding sentence, such Sub-Account shall retroactively be credited
with the difference between (a) the amount determined under the preceding
sentence, and (b) the amount determined by multiplying the Participant's average
Sub-Account balance during each month of such Plan Year by the Adjusted ROE
determined for such Plan Year, compounded monthly.

                  SECTION 4.2.  FOR ACTIVE 401(K) EMPLOYEES.

                  (a) For purposes of determining the earnings to be credited to
401(k) Employee's Account, such Account shall be divided into two additional
Sub-Accounts, the "7% Sub-Account" and the "Additional Sub-Account." The 7%
Sub-Account shall contain Excess 401(k) Benefits and Excess Matching Benefits
attributable to amounts deferred by the 401(k) Employee of up to 7% of his
Compensation, plus any earnings attributable thereto. The Additional Sub-Account
shall contain the Excess 401(k) Benefits and Excess Matching Benefits
attributable to amounts deferred by the 401(k) Employee in excess of 7% of his
Compensation, plus any earnings attributable thereto.

                  (b) Except as provided in Section 4.3, at the end of each
calendar month during a Plan Year, the 7% Sub-Account of each 401(k) Employee
shall be credited with an amount determined by multiplying such Participant's
average 7% Sub-Account balance during such month by the blended rate earned
during such month by the Fixed Income Fund. Notwithstanding the foregoing, in
the event that the Adjusted ROE determined for such Plan Year exceeds the rate
credited to the Participant's 7% Sub-Account under the preceding sentence, the
Participant's 7% Sub-Account shall retroactively be credited with the difference
between (i) the amount determined under the preceding sentence, and (ii) the
amount determined by multiplying the Participant's average 7% Sub-Account
balance during each month of such Plan Year by the Adjusted ROE determined for
such Plan Year, compounded monthly.

                  (c) At the end of each calendar month during a Plan Year, the
Additional Sub-Account of each Participant shall be credited with an amount
determined by multiplying such Participant's average Additional Sub-Account
balance during such month by the blended rate earned during such month by the
Fixed Income Fund.

                  SECTION 4.3. FOR TERMINATED EMPLOYEES. The Sub-Accounts of a
Participant who has terminated employment with the Controlled Group shall be
credited with earnings as described in Section 4.1 or 4.2, as modified by this
Section 4.3, until the vested portion of each Sub-Account has been distributed
in full. The Adjusted ROE calculation described in the second sentence of
Section 4.1 and in the second sentence of Section 4.2(b) shall be made during
the month in which the Participant terminates employment and shall be based on
the year-to-date Adjusted ROE for the month ending prior to the date the
Participant terminated employment, as calculated by the Company. For any
subsequent month, the Adjusted ROE calculation described in the second sentence
of Section 4.1 and in the second sentence of Section 4.2(b), shall not apply.
The Fixed Income Fund calculation described in the first sentence of Section 4.1
and 4.2(a) and in Section 4.2(c) for the month in which the Participant receives
a distribution from his Sub-Account shall be based on the blended rate earned
during the preceding month by the Fixed Income Fund.

                  SECTION 4.3. CHANGES IN EARNINGS ASSUMPTIONS. The Committee
(as defined in Section 9.5) may change the earnings rate credited to Accounts
hereunder at any time upon at least 30 days advance notice to Participants.

                  SECTION 4.4. LIMITATION ON EARNINGS ASSUMPTION.
Notwithstanding any provision of the Plan to the contrary, in no event will the
earnings rate credited to Accounts hereunder exceed 14%.

                                    ARTICLE V
                                     VESTING
                                     -------

                  A Participant shall not become vested in his Excess Pension
Benefit or Excess Profit Sharing Benefit until he becomes vested in the
corresponding benefit under the applicable underlying Qualified Plan and the
Excess Pension Benefit and/or Excess Profit Sharing Benefit of a Participant who
is partially or fully vested under the applicable underlying Qualified Plan
shall at all times be vested hereunder to the extent he is so vested. A
Participant shall always be 100% vested in his Excess 401(k) Benefit and his
Excess Matching Benefit hereunder. The non-vested portion of any Excess
Retirement Benefit shall be forfeited and/or reinstated under this Plan in
accordance with the vesting, forfeiture and service rules contained in the
applicable underlying Qualified Plan.

                                   ARTICLE VI
                    DISTRIBUTION OF BENEFITS TO PARTICIPANTS
                    ----------------------------------------

                  SECTION 6.1.  TIME AND MANNER OF PAYMENT.

                  (a)      EXCESS PENSION BENEFITS.

                           (i) TIMING. A Participant who is a Cash Balance
Employee is required to elect the time and manner of payment of his benefits
under the Cash Balance Plan before he will be eligible to receive payment of his
Excess Pension Benefit hereunder. The Excess Pension Benefit payable to a
Participant shall be paid at the same time or times and in the same manner as
the benefits payable to the Participant under the Cash Balance Plan.

                           (ii) FORM. Notwithstanding the foregoing, in the
event that the monthly payments of the Excess Pension Benefits payable to a
Participant hereunder following the Participant's termination of the employment
with the Controlled Group amount to less than Fifty Dollars ($50) per month,
such Excess Pension Benefits shall be paid in the form of a single lump sum
payment. Such lump sum amount shall be equal to the Actuarial Equivalent present
value of such Excess Pension Benefits.

                  (b) EXCESS PROFIT SHARING BENEFITS. The Excess Profit Sharing
Benefit payable to a Participant shall be paid in the form of a single lump sum
payment at the time the corresponding Post-1996 Profit Sharing Contributions
payable to the Participant under the Savings Plan commence to be paid.

                  (c)      EXCESS 401(K) AND MATCHING BENEFITS.

                           (i) TIMING. A Participant's Account shall be paid (or
commence to be paid) to the Participant at the time specified in the
Participant's Deferral Election Form pursuant to Section 3.2(b).

                           (ii) FORM. A Participant's Account shall be
distributed in the form of ten annual installments with each installment being
based on the value of the Participant's Account on the Valuation Date
immediately preceding the date such installment is to be paid and being a
fraction of such value in which the numerator is one and the denominator is the
total number of remaining installments to be paid. Notwithstanding the
foregoing, the Participant may elect to receive his Account in the form of a
single lump sum payment or in annual installments for a period of less than 10
years by filing a notice in writing, signed by the Participant while he is alive
and filed with the Plan Administrator at least one year prior to the time he had
elected to commence receiving payment of the portion his Account to which his
election applies. Any such election of the form of benefit may be changed at any
time and from time to time, without the consent of any other person, by filing a
later election in writing that is signed by a Participant and filed with the
Plan 

Administrator while such Participant is alive and at least one year prior to the
time he had elected to commence receiving payment of his Account.

                           (iii) UNFORESEEABLE EMERGENCY DISTRIBUTIONS.
Notwithstanding the foregoing, the Company may at any time, upon written request
of the Participant cause to be paid to such Participant an amount equal to all
or any part of the Participant's Excess 401(k) Sub-Account and/or Excess
Matching Sub-Account if the Company determines, in its absolute discretion based
on such reasonable evidence that it shall require, that such a payment or
payments is necessary for the purpose of alleviating the consequences of an
Unforeseeable Emergency occurring with respect to the Participant. Payments of
amounts because of an Unforeseeable Emergency shall be permitted only to the
extent reasonably necessary to satisfy the emergency need.

                  SECTION 6.2. SMALL SUB-ACCOUNTS. Notwithstanding the
foregoing, in the event that the vested portion of a Participant's Account does
not exceed $5,000 at the time of such Participant's termination of employment
with the Controlled Group, such vested portion of his Account shall
automatically be paid to him in a single lump sum payment as soon as practicable
following his termination of employment.

                  SECTION 6.3. LIABILITY FOR PAYMENT/EXPENSES. The Company shall
be liable for the payment of the Excess Retirement Benefits which are payable
hereunder to the Participants. Expenses of administering the Plan shall be paid
by the Company.

                                   ARTICLE VII
                                  BENEFICIARIES
                                  -------------

                  SECTION 7.1. BENEFICIARY DESIGNATIONS. A designation of a
Beneficiary hereunder may be made only by an instrument (in form acceptable to
the Plan Administrator) signed by the Participant and filed with the Plan
Administrator prior to the Participant's death. In the absence of such a
designation and at any other time when there is no existing Beneficiary
designated hereunder, the Beneficiary of a Participant for his Excess Pension
Benefits and/or his Account shall be his Beneficiary under the Cash Balance Plan
and the Savings Plan, respectively. A person designated by a Participant as his
Beneficiary who or which ceases to exist shall not be entitled to any part of
any payment thereafter to be made to the Participant's Beneficiary unless the
Participant's designation specifically provided to the contrary. If two or more
persons designated as a Participant's Beneficiary are in existence with respect
to a single Excess Retirement Benefit the amount of any payment to the
Beneficiary under this Plan shall be divided equally among such persons unless
the Participant's designation specifically provides for a different allocation.

                  SECTION 7.2. CHANGE IN BENEFICIARY. (a) Anything herein or in
the Qualified Plans to the contrary notwithstanding, 

a Participant may, at any time and from time to time, change a Beneficiary
designation hereunder without the consent of any existing Beneficiary or any
other person. A change in Beneficiary hereunder may be made regardless of
whether such a change is also made under the applicable underlying Qualified
Plan. In other words, the Beneficiary hereunder need not be the same as under
the applicable underlying Qualified Plan.

                  (b) Any change in Beneficiary shall be made by giving written
notice thereof to the Plan Administrator and any change shall be effective only
if received by the Plan Administrator prior to the death of the Participant.

                  SECTION 7.3.  DISTRIBUTIONS TO BENEFICIARIES.

                  (a)   AMOUNT OF BENEFITS.

                      (i) AMOUNT OF EXCESS PENSION BENEFIT. The Excess
                  Pension Benefit payable to a Beneficiary under this Plan shall
                  be a monthly benefit equal to the excess, if any, of (A) the
                  amount of the monthly benefit that would be payable to the
                  Beneficiary last effectively designated by the Participant
                  under the Cash Balance Plan (in the form actually paid) if
                  such Plan did not contain the limitations imposed under
                  Sections 401(a)(17) or 415 of the Code and the definition of
                  Compensation under such Plan included any amounts deferred
                  under this Plan OVER (B) the amount of the monthly benefit
                  that is actually paid to such Beneficiary under such Plan.

                     (ii) AMOUNT OF EXCESS PROFIT SHARING BENEFIT. The Excess
                  Profit Sharing Benefit payable to a Participant's Beneficiary
                  under this Plan shall be equal to such Participant's vested
                  Excess Profit Sharing Sub-Account balance on the date of the
                  distribution of the Sub-Account to the Beneficiary.

                    (iii) AMOUNT OF EXCESS 401(K) AND EXCESS MATCHING BENEFITS.
                  The Excess 401(k) and Excess Matching Benefits payable to a
                  Participant's Beneficiary under this Plan shall be equal to
                  such Participant's Excess 401(k) and Excess Matching
                  Sub-Account balances on the date of the distribution of the
                  Sub-Accounts to the Beneficiary.

                  (b)   TIME AND MANNER OF PAYMENT.

                           (i) EXCESS PENSION BENEFIT. The Excess Pension
                  Benefit payable to a Beneficiary under this Plan shall be paid
                  at the same time or times and in the same manner as the
                  benefits payable to the Beneficiary last effectively
                  designated by the Participant under the Cash Balance Plan;
                  provided however, that the provisions of Subsection 6.1(a)(ii)
                  shall apply to such 

                  Benefit, treating the Beneficiary hereunder as if he were the
                  Participant.

                           (ii) EXCESS PROFIT SHARING BENEFIT/EXCESS 401(k)
                  BENEFIT AND EXCESS MATCHING BENEFIT. The Excess Profit Sharing
                  Benefit, Excess 401(k) Benefit and Excess Matching Benefit
                  payable to a Beneficiary under this Plan shall be paid as soon
                  as practicable following the death of the Participant in the
                  form of a lump sum payment.

                  (c) EFFECT OF DIFFERENT BENEFICIARIES UNDER THIS PLAN AND THE
CASH BALANCE PLAN. In the event the Beneficiary designated hereunder for the
Excess Pension Benefit is different than the Beneficiary under the Cash Balance
Plan, (i) if the Beneficiary hereunder dies after the Participant but while the
Beneficiary under the Cash Balance Plan is still living, any remaining payments
hereunder shall be payable, as they come due, to the estate of the Beneficiary
hereunder and (ii) if the Beneficiary hereunder predeceases the Beneficiary
under the Cash Balance Plan and the Participant, the Beneficiary hereunder shall
revert to the Beneficiary last effectively designated under the Cash Balance
Plan unless and until the Participant again makes a change of Beneficiary
pursuant to Section 7.2.

                                  ARTICLE VIII
                                  MISCELLANEOUS
                                  -------------

                  SECTION 8.1. LIABILITY OF COMPANY. Nothing in this Plan shall
constitute the creation of a trust or other fiduciary relationship between the
Company and any Participant, Beneficiary or any other person.

                  SECTION 8.2. LIMITATION ON RIGHTS OF PARTICIPANTS AND
BENEFICIARIES - NO LIEN. The Plan is designed to be an unfunded, nonqualified
plan. Nothing contained herein shall be deemed to create a trust or lien in
favor of any Participant or Beneficiary on any assets of the Company. The
Company shall have no obligation to purchase any assets that do not remain
subject to the claims of the creditors of the Company for use in connection with
the Plan. No Participant or Beneficiary or any other person shall have any
preferred claim on, or any beneficial ownership interest in, any assets of the
Company prior to the time that such assets are paid to the Participant or
Beneficiary as provided herein. Each Participant and Beneficiary shall have the
status of a general unsecured creditor of the Company.

                  SECTION 8.3. NO GUARANTEE OF EMPLOYMENT. Nothing in this Plan
shall be construed as guaranteeing future employment to Participants. A
Participant continues to be an Employee of the Company solely at the will of the
Company subject to discharge at any time, with or without cause.

                  SECTION 8.4. PAYMENT TO GUARDIAN. If a benefit payable
hereunder is payable to a minor, to a person declared 

incompetent or to a person incapable of handling the disposition of his
property, the Plan Administrator may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of such
minor, incompetent or person. The Plan Administrator may require such proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate
prior to distribution of the benefit. Such distribution shall completely
discharge the Company from all liability with respect to such benefit.

                  SECTION 8.5. ASSIGNMENT. No right or interest under this Plan
of any Participant or Beneficiary shall be assignable or transferable in any
manner or be subject to alienation, anticipation, sale, pledge, encumbrance or
other legal process or in any manner be liable for or subject to the debts or
liabilities of the Participant or Beneficiary.

                  SECTION 8.6. SEVERABILITY. If any provision of this Plan or
the application thereof to any circumstance(s) or person(s) is held to be
invalid by a court of competent jurisdiction, the remainder of the Plan and the
application of such provision to other circumstances or persons shall not be
affected thereby.

                                   ARTICLE IX
                             ADMINISTRATION OF PLAN
                             ----------------------

                  SECTION 9.1. ADMINISTRATION. (a) IN GENERAL. The Plan shall be
administered by the Plan Administrator. The Plan Administrator shall have sole
and absolute discretion to interpret where necessary all provisions of the Plan
(including, without limitation, by supplying omissions from, correcting
deficiencies in, or resolving inconsistencies or ambiguities in, the language of
the Plan), to determine the rights and status under the Plan of Participants, or
other persons, to resolve questions or disputes arising under the Plan and to
make any determinations with respect to the benefits payable under the Plan and
the persons entitled thereto as may be necessary for the purposes of the Plan.
Without limiting the generality of the foregoing, the Plan Administrator is
hereby granted the authority (i) to determine whether a particular Employee is a
Participant, and (ii) to determine if an Employee is entitled to Excess
Retirement Benefits hereunder and, if so, the amount and duration of such
Benefits. The Plan Administrator's determination of the rights of any Employee
or former Employee hereunder shall be final and binding on all persons, subject
only to the provisions of Sections 9.3 and 9.4 hereof.

                  (b) DELEGATION OF DUTIES. The Plan Administrator may delegate
any of its administrative duties, including, without limitation, duties with
respect to the processing, review, investigation, approval and payment of Excess
Retirement Benefits, to a named administrator or administrators.

                  SECTION 9.2. REGULATIONS. The Plan Administrator shall
promulgate any rules and regulations it deems necessary in order to carry out
the purposes of the Plan or to interpret the provisions of the Plan; provided,
however, that no rule, regulation or interpretation shall be contrary to the
provisions of the Plan. The rules, regulations and interpretations made by the
Plan Administrator shall, subject only to the provisions of Sections 9.3 and 9.4
hereof, be final and binding on all persons.

                  SECTION 9.3. CLAIMS PROCEDURES. The Plan Administrator shall
determine the rights of any Employee or former Employee to any Excess Retirement
Benefits hereunder. Any Employee or former Employee who believes that he has not
received the Excess Retirement Benefits to which he is entitled under the Plan
may file a claim in writing with the Plan Administrator. The Plan Administrator
shall, no later than 90 days after the receipt of a claim (plus an additional
period of 90 days if required for processing, provided that notice of the
extension of time is given to the claimant within the first 90 day period),
either allow or deny the claim in writing. If a claimant does not receive
written notice of the Plan Administrator's decision on his claim within the
above-mentioned period, the claim shall be deemed to have been denied in full.

                  A written denial of a claim by the Plan Administrator, wholly
or partially, shall be written in a manner calculated to be understood by the
claimant and shall include:

                  (a)      the specific reasons for the denial;

                  (b)      specific reference to pertinent Plan provisions on
                           which the denial is based;

                  (c)      a description of any additional material or
                           information necessary for the claimant to perfect the
                           claim and an explanation of why such material or
                           information is necessary; and

                  (d)      an explanation of the claim review procedure.

                  A claimant whose claim is denied (or his duly authorized
representative) may within 60 days after receipt of denial of a claim file with
the Plan Administrator a written request for a review of such claim. If the
claimant does not file a request for review of his claim within such 60-day
period, the claimant shall be deemed to have acquiesced in the original decision
of the Plan Administrator on his claim. If such an appeal is so filed within
such 60 day period, the Company (or its delegate) shall conduct a full and fair
review of such claim. During such review, the claimant shall be given the
opportunity to review documents that are pertinent to his claim and to submit
issues and comments in writing.

                  The Company shall mail or deliver to the claimant a written
decision on the matter based on the facts and the 

pertinent provisions of the Plan within 60 days after the receipt of the request
for review (unless special circumstances require an extension of up to 60
additional days, in which case written notice of such extension shall be given
to the claimant prior to the commencement of such extension). Such decision
shall be written in a manner calculated to be understood by the claimant, shall
state the specific reasons for the decision and the specific Plan provisions on
which the decision was based and shall, to the extent permitted by law, be final
and binding on all interested persons. If the decision on review is not
furnished to the claimant within the above-mentioned time period, the claim
shall be deemed to have been denied on review.

                  SECTION 9.4. REVOCABILITY OF PLAN ADMINISTRATOR/ COMPANY
ACTION. Any action taken by the Plan Administrator or the Company with respect
to the rights or benefits under the Plan of any Employee or former Employee
shall be revocable by the Plan Administrator or the Company as to payments not
yet made to such person, and acceptance of any Excess Retirement Benefits under
the Plan constitutes acceptance of and agreement to the Plan Administrator's or
the Company's making any appropriate adjustments in future payments to such
person (or to recover from such person) any excess payment or underpayment
previously made to him.

                  SECTION 9.5. AMENDMENT. The Nominating, Organization and
Compensation Committee of the Board of Directors of the Company (the
"Committee") may at any time amend any or all of the provisions of this Plan,
except that (a) no such amendment may adversely affect any Participant's vested
Excess Retirement Benefit as of the date of such amendment and (b) no such
amendment may suspend the crediting of earnings on the balance of a
Participant's Account, until the entire balance of such Account has been
distributed, in either case, without the prior written consent of the affected
Participant. Any amendment shall be in the form of a written instrument executed
by an officer of the Company on the order of the Committee. Subject to the
foregoing provisions of this Section, such amendment shall become effective as
of the date specified in such instrument or, if no such date is specified, on
the date of its execution.

                  SECTION 9.6.  TERMINATION.

                  (a) The Committee, in its sole discretion, may terminate this
Plan at any time and for any reason whatsoever, except that (i) no such
termination may adversely affect any Participant's vested Excess Retirement
Benefit as of the date of such termination and (ii) no such termination may
suspend the crediting of earnings on the balance of a Participant's Account,
until the entire balance of such Account has been distributed, in either case,
without the prior written consent of the affected Participant. Any such
termination shall be expressed in the form of a written instrument executed by
an officer of the Company on the order of the Committee. Subject to the
foregoing provisions of this Section, such termination shall become effective as
of 

the date specified in such instrument or, if no such date is specified, on the
date of its execution. Written notice of any termination shall be given to the
Participants as soon as practicable after the instrument is executed.

                  (b) Notwithstanding anything in the Plan to the contrary, in
the event of a termination of the Plan (or any portion thereof), the Company, in
its sole and absolute discretion, shall have the right to change the time and
form of distribution of Participants' Excess Retirement Benefits.

          Executed, this 23rd day of December, 1996, to be effective
January 1, 1997.

                         HAMILTON BEACH/PROCTOR-SILEX, INC.

                         By: /s/  George P. Manson
                            ---------------------------------
                         Title: Vice-President, General Counsel & Secretary

                     THE HAMILTON BEACH/PROCTOR-SILEX, INC.

                              UNFUNDED BENEFIT PLAN

                                    Notice of
                             Form of Benefit Payment

                  1. ELECTION OF FORM OF BENEFIT: Pursuant to the provisions of
the Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan (the "Plan"), I
hereby elect that the portion of my Account attributable to my Excess 401(k)
Benefit and my Excess Matching Benefit be paid in one of the following forms:

(Elect One):

                  _____    A lump sum cash payment.

                  _____    Annual Installments over a period of ____

                           Years (must not exceed 9).

I understand that if I fail to make an election or if my election is for any
reason not effective, the portion of my Account attributable to my Excess 401(k)
Benefit and my Excess Matching Benefit will automatically be paid in the form of
annual installments for a period of 10 years.

                  2. EFFECTIVE DATE: I understand that in order for this
election to be effective, it must be received by the Plan Administrator at least
one year prior to the date on which I elected to commence payment of the portion
of my Account attributable to my Excess 401(k) Benefit and my Excess Matching
Benefit.

                  3. ACKNOWLEDGEMENT: I acknowledge that I have reviewed the
Plan and understand that my election will be subject to the terms and conditions
contained in the Plan. I understand

that I may change this election by filing a new election form with my Employer
at least one year prior to the date on which I elected to commence payment of
the portion of my Account attributable to my Excess 401(k) Benefit and my Excess
Matching Benefit.

                  4. CONSTRUCTION: Terms used in this Notice of Election with
initial capital letters that are defined in the Plan shall have the meanings set
forth in the Plan unless a different meaning is clearly required by the context.

         Executed this       day of                       , 19   .
                       -----        ----------------------    ---

                                    -----------------------------------------
                                    Signature

                                    -----------------------------------------
                                    Print or Type Name

         Received by Employer:

                                    -----------------------------------------
                                    Signature

                                    -----------------------------------------
                                    Date

 

Basic Info X:

Name: UNFUNDED BENEFIT PLAN
Type: Benefit Plan
Date: March 27, 1997
Company: NACCO INDUSTRIES INC
State: Delaware

Other info:

Date:

  • March 10 , 1993
  • January 1 , 1995
  • December , 1996
  • January 1 , 1997

Organization:

  • State of Ohio
  • NACCO Industries , Inc.
  • NACCO Retirement Funds Investment Committee
  • United States Bankruptcy Code
  • Hamilton BeachProctor-Silex , Inc.
  • Deferral Election Form
  • Controlled Group Member
  • Cash Balance Employee
  • Excess Pension Benefit
  • Excess Matching Benefit
  • Plan of Participants
  • Excess Retirement Benefits
  • Organization and Compensation Committee of the Board of Directors
  • General Counsel & Secretary
  • Notice of Election

Location:

  • Hamilton BeachProctor-Silex

Money:

  • $ 50
  • $ 5,000

Person:

  • George P. Manson
  • HAMILTON BEACHPROCTOR-SILEX

Percent:

  • 1 %
  • 15 %
  • 7 %
  • 14 %
  • 100 %