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1.	To elect nine directors for the ensuing year;

2.	To act on the proposal to approve, for purposes of Section 162(m) of the Internal Revenue Code, the NACCO Industries, Inc. Annual Incentive Compensation Plan;

3.	To ratify the appointment of the independent registered public accounting firm of the Company for the current fiscal year; and

4.	To transact such other business as may properly come before the meeting.

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•	for the election of each director nominee;

•	for the approval of the incentive compensation plan recommended by our Board of Directors;

•	for the ratification of the appointment of the independent registered public accounting firm; and

•	as recommended by our Board of Directors with regard to any other matters or, if no recommendation is given, in the proxy holders' own discretion.

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1.	Election of Directors

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•	the quality and integrity of our financial statements;

•	our compliance with legal and regulatory requirements;

•	the adequacy of our internal controls;

•	our guidelines and policies to monitor and control our major financial risk exposures;

•	the qualifications, independence, selection and retention of the independent registered public accounting firm;

•	the performance of our internal audit function and independent registered public accounting firm;

•	assisting our Board of Directors and us in interpreting and applying our Corporate Compliance Program and other issues related to corporate and employee ethics; and

•	preparing the Annual Report of the Audit Review Committee to be included in our Proxy Statement.

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•	the review and approval of corporate goals and objectives relevant to compensation for the Chief Executive Officer and other executive officers;

•	the evaluation of the performance of the Chief Executive Officer and other executive officers in light of these goals and objectives;

•	the determination and approval of Chief Executive Officer and other executive officer compensation levels;

•	the consideration of whether the risks arising from our employee compensation policies and practices are reasonably likely to have a material adverse effect on us;

•	the making of recommendations to our Board of Directors, where appropriate or required, and the taking of other actions with respect to all other compensation matters, including incentive compensation plans and equity-based plans; and

•	the review and approval of the Compensation Discussion and Analysis and the preparation of the annual Compensation Committee Report to be included in our Proxy Statement.

•	the review and making of recommendations to our Board of Directors of the criteria for membership on our Board of Directors;

•	the review and making of recommendations to our Board of Directors of the optimum number and qualifications of directors believed to be desirable;

•	the establishment and monitoring of a system to receive suggestions for nominees to directorships of the Company; and

•	the identification and making of recommendations to our Board of Directors of specific candidates for membership on our Board of Directors.

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•	the nature of the related person's interest in the transaction;

•	the material terms of the transaction, including, without limitation, the amount and type of transaction;

•	the importance of the transaction to the related person;

•	the importance of the transaction to us;

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•	whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

•	any other matters the Audit Review Committee deems appropriate.

1.

the name and address of the stockholder recommending the candidate for consideration as such information appears on our records, the telephone number where such stockholder can be reached during normal business hours, the number of shares of Class A Common and Class B Common owned by such stockholder and the length of time such shares have been owned by the stockholder; if such person is not a stockholder of record or if such shares are owned by an entity, reasonable evidence of such person's beneficial ownership of such shares or such person's authority to act on behalf of such entity;

2.

complete information as to the identity and qualifications of the proposed nominee, including the full legal name, age, business and residence addresses and telephone numbers and other contact information, and the principal occupation and employment of the candidate recommended for consideration, including his or her occupation for at least the past five years, with a reasonably detailed description of the background, education, professional affiliations and business and other relevant experience (including directorships, employments and civic activities) and qualifications of the candidate;

3.	the reasons why, in the opinion of the recommending stockholder, the proposed nominee is qualified and suited to be one of our directors;

4.	the disclosure of any relationship the candidate has with us or any of our subsidiaries or affiliates, whether direct or indirect;

5.	a description of all relationships, arrangements and understandings between the proposing stockholder and the candidate and any other person(s) (naming such person(s)) pursuant to which the candidate is being proposed or would serve as a director, if elected; and

6.	a written acknowledgment by the candidate being recommended that he or she has consented to being considered as a candidate, has consented to our undertaking of an investigation into that individual's background, education, experience and other qualifications and will consent to be named in our Proxy Statement and to serve as one of our directors, if elected.

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•	focus our Board of Directors on the most significant strategic goals and risks of our businesses;

•	utilize the individual qualifications, skills and experience of the other members of the Board of Directors in order to maximize their contributions to our Board of Directors;

•	ensure that each other member of our Board of Directors has sufficient knowledge and understanding of our businesses to enable him to make informed judgments;

•	provide a seamless flow of information from our subsidiaries to our Board of Directors; and

•	facilitate the flow of information between our Board of Directors and our management.

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(1)	Amounts in this column reflect the annual retainers and other fees earned by the directors in 2012. They also include payment for certain fractional shares of Class A Common that were earned and paid in cash under the Non-Employee Directors' Plan described below.

(2)

Under the Non-Employee Directors' Plan, the directors are required to receive a portion of their annual retainer in shares of Class A Common, which we refer to as the Mandatory Shares. They are also permitted to elect to receive all or part of the remainder of the retainer and all fees in the form of shares of Class A Common, which we refer to as the Voluntary Shares. Amounts in this column reflect the aggregate grant date fair value of the Mandatory Shares and Voluntary Shares that were granted to directors under the Non-Employee Directors' Plan, determined pursuant to the Financial Accounting Standards Board Accounting Standards Codification Topic 718, which we refer to as FASB ASC Topic 718. The amounts listed include the following amounts that certain directors elected to receive in the form of Voluntary Shares rather than in cash: $58,292 for Mr. LaBarre, $7,598 for Mr. Osborne, $11,767 for Mr. Shannon, $5,123 for Mr. Turben and $48,342 for Dr. Wong. See Note (2) of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for more information regarding the accounting treatment of our equity awards.

(3)

The amount listed includes: (i) Company-paid premium payments for life insurance for the benefit of the directors in the amount of $471 for Messrs. Jumper, LaBarre, Osborne, Britton Taplin, David Taplin, and Turben; $376 for Messrs. Ratner and Williams and $95 for Messrs. Shannon and Wong (ii) other Company-paid premium payments for accidental death and dismemberment insurance for the director and his spouse; and (iii) personal excess liability insurance for the director and immediate family members. The amount listed also includes charitable contributions made in our name on behalf of the director and his spouse under our matching charitable gift program in the amount of $4,000 each for Mr. LaBarre, Britton Taplin, David Taplin and Mr. Turben and $3,000 for Dr. Wong.

(4)	Messrs. Ratner and Williams were appointed to our Board of Directors effective September 28, 2012 in connection with the Hyster-Yale spin-off.

(5)	Messrs. Shannon and Wong resigned from our Board of Directors effective September 28, 2012 in connection with the Hyster-Yale spin-off.

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•	a retainer of $125,000 ($69,000 of which is required to be paid in the form of shares of Class A Common, as described below);

•	attendance fees of $1,000 for each meeting attended (including telephonic meetings) of our Board of Directors or a subsidiary board of directors, but not exceeding $2,000 per day;

•	attendance fees of $1,000 for each meeting attended (including telephonic meetings) of a committee of our Board of Directors on which the director served or a committee of a subsidiary's board of directors on which the Director served;

•	a retainer of $5,000 for each committee of our Board of Directors on which the director served (other than the Executive Committee);

•	an additional retainer of $5,000 for each committee of our Board of Directors on which the director served as chairman (other than the Audit Review Committee); and

•	an additional retainer of $10,000 for the chairman of the Audit Review Committee of our Board of Directors.

•	by will or the laws of descent and distribution;

•	pursuant to a qualifying domestic relations order; or

•	to a trust for the benefit of the director or his spouse, children or grandchildren.

•	the date which is ten years after the last day of the calendar quarter for which such shares were earned;

•	the date of the death or permanent disability of the director;

•	five years (or earlier with the approval of our Board of Directors) from the date of the retirement of the director from our Board of Directors;

•	the date that a director is both retired from our Board of Directors and has reached 70 years of age; or

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•	at such other time as determined by the Board of Directors in its sole discretion.

•

Alfred M. Rankin, Jr. provided services to both NACCO and Hyster-Yale and was employed and compensated by both NACCO and NMHG after the spin-off. In addition to reflecting post-spin compensation that was paid to Mr. Rankin from NACCO, this Proxy Statement includes compensation earned by Mr. Rankin during the first nine months of 2012 prior to the spin-off while Hyster-Yale and NMHG were wholly-owned subsidiaries of NACCO.

•

Kenneth C. Schilling was both our and Hyster-Yale's principal financial officer until the spin-off date. He resigned from NACCO on the spin-off date but continued in his role as the principal financial officer of Hyster-Yale after the spin-off date. This Proxy Statement includes only compensation that was earned by Mr. Schilling during the first nine months of 2012 prior to the spin-off date while NMHG was a wholly-owned subsidiary of NACCO.

•	J.C. Butler, Jr., the Senior Vice President - Finance, Treasurer and Chief Administrative Officer of NACCO, became the Company's principal financial officer on September 28, 2012. This Proxy Statement describes the compensation earned by Mr. Butler during the entire 2012 calendar year, both before and after the spin-off.

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•	review and approval of corporate goals and objectives relevant to compensation for the Chief Executive Officer and other executive officers;

•	evaluation of the performance of the Chief Executive Officer and other executive officers in light of these performance goals and objectives;

•	determination and approval of the compensation levels of the Chief Executive Officer and other executive officers based on this evaluation;

•	consideration of whether the risks arising from our employee compensation policies and practices are reasonably likely to have a material adverse effect on us;

•	making recommendations to our Board of Directors, where appropriate or required, with respect to non-equity-based compensation matters; and

•	taking other actions with respect to all other compensation matters, including equity-based and other incentive compensation plans.

(1)	Although Mr. Rankin is an officer of NA Coal, HBB and KC, he does not receive any compensation from these subsidiaries or participate in any of their incentive compensation plans.

(2)	Mr. Schilling resigned as the principal financial officer of NACCO on September 28, 2012.

(3)	Mr. Butler became the principal financial officer of NACCO on September 28, 2012. Although Mr. Butler is an officer of NA Coal, HBB, and KC, he does not receive any compensation from these subsidiaries or participate in any of their incentive compensation plans.

(4)	Although Mr. Trepp is the Chief Executive Officer of KC, he does not receive any compensation from KC or participate in any of its incentive compensation plans.

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•	make recommendations regarding Hay point levels, salary midpoints and incentive targets for all new senior management positions and/or changes to current senior management positions;

•	make recommendations regarding 2012 salary midpoints, short-term and long-term incentive compensation targets (calculated as a percentage of salary midpoint) and target total compensation for all senior management positions;

•	make recommendations regarding 2012 salary midpoints and/or range movement for all other employee positions; and

•	evaluate and provide recommendations regarding the compensation program for our non-employee directors.

•	the use of a broad-based survey reduces volatility and lessens the impact of cyclical upswings or downturns in any one industry that could otherwise skew the survey results in any particular year;

•	due to our holding group structure, this survey provides internal consistency in compensation among all of our subsidiaries, regardless of industry; and

•	it provides a competitive framework for recruiting employees from outside our industries.

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•	100% of the salary midpoints recommended by the Hay Group for (i) all positions at HBB and (ii) for NACCO and NMHG employees in Hay salary grades 25 and above, including the Named Executive Officers; and

•	95% of the salary midpoints for all positions at NA Coal.

•	to attract, retain and motivate talented management;

•	to reward management with competitive total compensation for achievement of specific corporate and individual goals; and

•	to make management long-term stakeholders in the Company.

(1)

Mr. Rankin's salary midpoint and perquisite allowance were established before the spin-off. The short-term plan target amount shown above is the sum of (i) his $1,001,400 target under a short-term incentive compensation plan sponsored by NMHG, referred to as the NMHG Short-Term Plan, that was established before the spin-off plus (ii) a new post-spin target amount of $100,140 that was approved by the Compensation Committee under the NACCO Industries, Inc. Annual Incentive Compensation Plan (Effective September 28, 2012), referred to as the NACCO Short-Term Plan,

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(2)	The amounts include a 15% increase from the Hay-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the long-term equity plan awards. See “- Long-Term Incentive Compensation - Equity-Based Long-Term Incentive Compensation for Messrs. Rankin, Schilling and Butler” beginning on page 37.

(3)

The target amounts shown in the above table for Mr. Schilling are the amounts that were established by the Compensation Committee at the beginning of 2012 before the spin-off. Only 75% of these amounts were earned while Mr. Schilling was the principal financial officer of NACCO. Mr. Schilling's entire 2012 short-term award was paid under the NMHG Short-Term Plan and his entire 2012 long-term award was paid under the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan, referred to as the NMHG Long-Term Plan.

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•	Job Duties/Payrolls: Mr. Schilling resigned as the principal financial officer of NACCO on the spin-off date but continued as the principal financial officer of Hyster-Yale after the spin-off. Messrs. Rankin and Butler were transferred from an NMHG payroll to a NACCO payroll as of the spin-off date.

•

Base Salary and Perquisite Allowances: The Compensation Committee allocated Mr. Rankin's 2012 base salary and perquisite allowance for periods following the spin-off 60% to NMHG and 40% to NACCO, to reflect the fact that his time was divided between the companies after the spin-off. The pre-spin portion of the salary and perquisite allowance for Messrs. Rankin and Schilling is disclosed in this Proxy Statement and in Hyster-Yale's 2013 proxy statement.

•

Short-Term Incentive Compensation: Mr. Schilling retained his 2012 target award under the NMHG Short-Term Plan and received his entire short-term bonus under that plan. As a result of Mr. Schilling's services to NACCO during the first nine months of 2012, 75% of his 2012 short-term award takes into account the performance of NA Coal, HBB and KC for pre-spin service. Mr. Butler's entire 2012 short-term award was paid under the new NACCO Short-Term Plan. 75% of Mr. Butler's 2012 short-term award took into account NMHG performance for pre-spin service. Mr. Rankin's 2012 short-term incentive target award of $1,001,400 under the NMHG Short-Term Plan remained in effect but the NMHG compensation committee used negative discretion to reduce the amount of the actual payment to reflect the post-spin division of his duties between NACCO and NMHG. 75% of that award took into account the performance of NA Coal, HBB and KC for pre-spin service. Mr. Rankin was also granted a separate, pro-rata target award of $100,140 under the NACCO Short-Term Plan for post-spin NACCO service. The pre-spin portion of the short-term awards for Messrs. Rankin and Schilling is disclosed in this Proxy Statement and in Hyster-Yale's 2013 proxy statement.

•

Long-Term Incentive Compensation: Mr. Schilling received his entire 2012 long-term award under the NMHG Long-Term Plan. As a result of Mr. Schilling's services to NACCO during the first nine months of 2012, 75% of that award took into account the performance of NA Coal, HBB and KC for pre-spin service. The 2012 long-term incentive target amounts of Messrs. Rankin and Butler were not changed as a result of the spin-off. 75% of their 2012 awards under the NACCO Long-Term Plan took into account NMHG performance for pre-spin service. Mr. Rankin's 2012 long-term incentive target of $3,166,928 under the NACCO Long-Term Plan remained in effect following the spin-off but, as explained in more detail under "-Mr. Rankin Long-Term Incentive Calculation" beginning on page 38, the NACCO Compensation Committee used negative discretion to reduce the amount of the actual payment to reflect the post-spin division of his duties between NACCO and NMHG. The pre-spin portion of the long-term awards for Messrs. Rankin and Schilling is disclosed in this Proxy Statement and in Hyster-Yale's 2013 proxy statement.

•	base salary;

•	cash in lieu of perquisites;

•	short-term incentives; and

•	long-term incentives.

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•	general inflation, salary trends and economic forecasts provided by the Hay Group;

•	general budget considerations and business forecasts provided by management; and

•	any extraordinary personal or corporate events that occurred during the prior year.

(1)

Mr. Rankin earned $901,508 of his base salary through the spin-off date. The unpaid portion of his salary as of the spin-off date ($300,502) was allocated 60% to NMHG and 40% to NACCO to reflect the post-spin division of Mr. Rankin's time between the companies. The $1,021,709 salary amount included in the Summary Compensation Table on page 49 for Mr. Rankin is the sum of his pre-spin salary and his post-spin NACCO salary of $120,201.

(2)	The $221,250 salary amount included in the Summary Compensation Table on page 49 for Mr. Schilling is the amount he earned before the spin-off date and his resignation from NACCO.

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(1)

Mr. Rankin earned $37,500 of his perquisite allowance through the spin-off date. The unpaid portion of his perquisite allowance as of the spin-off date ($12,500) was allocated 60% to NMHG and 40% to NACCO. The $42,500 perquisite amount included in the Summary Compensation Table on page 49 for Mr. Rankin is the sum of his pre-spin perquisite allowance and his post-spin NACCO perquisite allowance of $5,000.

(2)	Mr. Schilling earned $15,000 of his perquisite allowance through the spin-off date and this is the amount reflected in the Summary Compensation Table.

(1)	The only amounts that are required to be disclosed in this Proxy Statement for Mr. Schilling relate to amounts earned under the NMHG incentive compensation plans for pre-spin service.

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•	Targets Based on Annual Operating Plans. Certain performance targets are based on forecasts contained in each subsidiary's 2012 annual operating plan. With respect to these targets, there is an expectation that these performance targets will be met during the year. If they are not, the participants will not receive all or a portion of the award that is based on these performance criteria.

•

Targets Based on Long-Term Goals. Other performance targets are not based on the 2012 annual operating plans. Rather, they are based on long-term goals established by the Compensation Committee. Because these targets are not based on the annual operating plans, it is possible in any given year that the level of expected performance may be above or below the specified performance target for that year. Return on total capital employed, which we refer to as ROTCE, is an example of a target that is based on long-term goals (see below).

•	The NACCO Long-Term Plan;

•	The NMHG Short-Term Plan;

•	The North American Coal Corporation Annual Incentive Compensation Plan, referred to as the NA Coal Short-Term Plan; and

•	The Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan, referred to as the HBB Long-Term Plan.

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•	forecasts of future operating results and the business models for the next several years (including the annual operating plans for the current fiscal year and our five-year long-range business plans);

•	anticipated changes in the industries and businesses that affect ROTCE (e.g., the amount of capital required to generate a projected level of sales); and

•	the potential impact a change in the ROTCE performance target would have on the ability to incentivize our employees.

•	a subsidiary's expected ability to take advantage of anticipated changes in industry dynamics over the longer term;

•	the anticipated impact of programs (such as layoffs and restructurings) on future profitability of a subsidiary's business;

•	the anticipated impact of economic conditions on a subsidiary's business;

•	major accounting changes; and

•	the anticipated impact over time of changes in a subsidiary's business model on the subsidiary's business.

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•	the after-tax cost of any tangible or intangible asset impairment;

•	the after-tax impact of subsidiary restructuring costs including reduction in force charges;

•	the after-tax impact of environmental expenses or early lease termination expenses; and

•	the after-tax impact of refinancing costs.

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•

except for Mr. Rankin's post-spin target award that was granted under the newly established NACCO Short-Term Plan following the Hyster-Yale spin-off, target awards for each executive are equal to a specified percentage of the executive's 2012 salary midpoint, based on the number of Hay points assigned to the position and the Hay Group's recommendations regarding an appropriate level of short-term incentive compensation at that level;

•	each short-term plan has a one-year performance period;

•	generally, payments under the short-term plans may not exceed 150% of the target award levels;

•	payouts are determined after year-end by comparing the Company's or subsidiary's actual performance to the pre-established performance targets that were set by the Compensation Committee;

•	the Compensation Committee, in its discretion, may decrease awards;

•	for participants other than the Named Executive Officers in the 162(m) Plans, the Compensation Committee, in its discretion, may also increase awards and may approve the payment of awards where business unit performance would otherwise not meet the minimum criteria set for payment of awards, although it rarely does so; and

•	awards are paid annually in cash and are immediately vested when paid.

(1)

Mr. Rankin's target award under the NMHG Short-Term Plan was established at the beginning of 2012 before the Hyster-Yale spin-off. Only 75% of Mr. Rankin's payout under the NMHG Short-Term Plan was based on his pre-spin service while NMHG was a subsidiary of NACCO. Therefore, this is the payout amount shown above and included in the Summary Compensation Table with respect to the NMHG Short-Term Plan. This same amount is also disclosed in Hyster-Yale's 2013 proxy statement. Mr. Rankin's target award under the NACCO Short-Term Plan is equal to 40% of the remaining 25% of his 2012 target award as of the spin-off date (40% of $250,350 equals $100,140). His entire payout under the NACCO Short-Term Plan is reflected in the Summary Compensation Table on page 49.

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(2)	The payout amount shown above and in the Summary Compensation Table for Mr, Schilling is equal to the amount earned under the NMHG Short-Term Plan before the spin-off date while NMHG was a subsidiary of NACCO and before Mr. Schilling resigned from NACCO. This same amount is also disclosed in Hyster-Yale's 2013 proxy statement.

(1)	Achievement Percentages. The achievement percentages are based on the formulas contained in underlying performance guidelines adopted by the Compensation Committee. The formulas do not provide for straight-line interpolation from the performance target to the maximum payment target. The minimum achievement percentage is 0% and the maximum achievement percentage is 150%.

(2)	ROTCE Performance Factors. ROTCE is calculated as shown beginning on page 23 under “- Incentive Compensation of Named Executive Officers - ROTCE Methodology and Explanation” (including the adjustments for the non-recurring or special items). ROTCE targets and results are not disclosed for the reasons stated in that section.

(3)	Maximum Payout Percentage. As required under the 2012 guidelines adopted by the Compensation Committee for the short-term incentive plans, payments to all participants, including the Named Executive Officers, did not exceed 150% of their target awards.

(1)

The NA Coal ROTCE performance factor is based on 2012 ROTCE performance of the Mississippi Lignite Mining Company, the Florida Dragline Operations and NA Coal Royalty Company, each of which require capital investment by NA Coal and which we refer to collectively as the Consolidated Operations. The ROTCE performance target for 2012 was the same as that in effect for 2011. For 2012, the Compensation Committee did not expect the Consolidated Operations ROTCE performance to exceed the target for the NA Coal Short-Term Plan.

(2)

This table does not disclose the NA Coal New Project Development goals or targets due to their competitively sensitive nature. The new project development goals are highly specific, task-oriented goals. They identify specific future projects, customers and contracts. However, during 2012, Coyote Creek Mining Company, L.L.C., a subsidiary of NA Coal, entered into a long-term contract to develop a lignite mine in North Dakota and supply approximately 2.5 million tons of lignite annually beginning in May 2016 to the Coyote Station power plant. Also during 2012, NA Coal completed the acquisition of four related companies based in Jasper, Alabama that are involved in the mining of steam and metallurgical coal. NA Coal began production at a mine in 2012 to supply an activated carbon plant in Louisiana and continued its efforts to bring four new mines currently in the development stage to the production stage. NA Coal continued to research, evaluate and develop specific innovative technologies that will allow low-cost lignite to continue to serve as a viable fuel source option for mine-mouth power generation, to be an option for use in coal-to-

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(3)

NA Coal met all of the underlying performance targets established by the Compensation Committee under the NA Coal Short-Term Plan other than the Consolidated Operations ROTCE target, resulting in an initial performance payout factor of 106.1%. This factor was then multiplied by the sum of each participant's 2012 short-term award target, which determined the amount of a maximum payment sub-pool under the NA Coal Short-Term Plan. As required under the negative discretion guidelines adopted by the NA Coal Compensation Committee under the NA Coal Short-Term Plan, the maximum payment sub-pool was then allocated among eligible participants based on the application of a business unit performance factor (which did not apply to Mr. Benson but was 118% for Mr. Gregory) and an individual performance factor (115% for Mr. Benson and 118% for Mr. Gregory). Application of the formula to all participants resulted in (A) a short-term payment percentage of 104.29% for Mr. Benson and a payment of $345,783 (his 2012 short-term target of $331,560 multiplied by 104.29%) and (B) a short-term payment percentage of 107.17% for Mr. Gregory and a payment of $104,084 (his 2012 short-term target of $97,120 multiplied by 107.17%).

(1)	The 2012 HBB ROTCE target was reduced from the 2011 ROTCE target to reflect the economic climate and to better incentivize employees. For 2012, the HBB Compensation Committee expected the HBB ROTCE performance to exceed the target for the HBB Short-Term Plan.

(2)

This table does not disclose the HBB operating profit percent target or result due to the competitively sensitive nature of that information. The operating profit target used for incentive compensation purposes reflects long-term corporate objectives and is not based on the target established by management and contained in HBB's five-year long-range business plan or the long-term HBB financial objectives (although there is a connection between them). The 2012 HBB operating profit percent target was the same as the 2011 target. For 2012, the HBB Compensation Committee did not expect HBB to meet the operating profit percent target.

(3)	For 2012, HBB performance resulted in a performance payout factor of 103.8% of short-term incentive compensation target for all participants, including Mr. Trepp, resulting in a payment of $362,220 (his 2012 short-term target of $348,960 multiplied by 103.8%).

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(1)

NMHG Performance Factors: This table does not disclose the NMHG operating profit percent or market share targets or results due to the competitively sensitive nature of that information. The operating profit percent target used for incentive compensation purposes reflects long-term corporate objectives and is not based on the target established by management and contained in NMHG's five-year long-range business plan or the long-term NMHG financial objectives (although there is a connection between them). The 2012 NMHG operating profit percent target was the same as the 2011 target. For 2012, the NMHG Compensation Committee did not expect NMHG to meet the operating profit percent target or the Brazil and EMEA market share targets.

(2)	HBB and NA Coal Performance Factors: Refer to the HBB Short-Term Plan chart and the NA Coal Short-Term Plan chart above for descriptions of the subsidiary targets and the reasons for non-disclosure of certain targets.

(3)

KC Performance Factors: This table does not disclose the KC operating profit percent target or results due to the competitively sensitive nature of that information. The operating profit target used for incentive compensation purposes reflects long-term corporate objectives and is not based on the target established by management and contained in KC's five-year long-range business plan or the long-term KC financial objectives (although there is a connection between them). The 2012 KC operating profit percent and ROTCE targets were the same as the 2011 targets. For 2012, the KC Compensation Committee did not expect KC to meet the operating profit percent target or the ROTCE target. Due to the extraordinary effort of management employees in a difficult retail climate, the Compensation Committee increased the KC incentive compensation payments by 10% to better incentivize employees.

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(4)

The portion of Mr. Schilling's incentive compensation payment under the NMHG Short-Term Plan for 2012 that is required to be disclosed in this Proxy Statement is calculated as follows: Multiply his pre-spin 2012 salary midpoint by his pre-spin incentive target compensation percentage to determine his target dollar amount: $317,500 multiplied by 40% = $127,000. Allocate the target dollar amount between pre-spin service (75% or $95,250) and post-spin service (25% or $31,750). Multiply the pre-spin service target dollar amount by the applicable payment percentage, based on performance criteria and results for NMHG, NA Coal, HBB and KC, which was 95.9% as shown on the above table: $95,250 multiplied by 95.9% = $91,345. This amount is reflected in our Summary Compensation Table on page 49 and also in Hyster-Yale's 2013 proxy statement.

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(1)	HBB, NA Coal, NMHG and KC Performance Factors: Refer to the short-term plan charts above for descriptions of the subsidiary targets and the reason for non-disclosure of certain targets.

(2)	Mr. Butler's incentive compensation payment under the NACCO Short-Term Plan for 2012 is calculated as follows:

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•	target awards for each executive are equal to a specified percentage of the executive's 2012 salary midpoint, based on the number of Hay points assigned to the position and the Hay Group's recommendations regarding an appropriate level of long-term incentive compensation at that level;

•	each long-term plan has a one-year performance period;

•	awards under the long-term plans are determined after year-end by comparing the Company's or subsidiary's actual performance to the pre-established performance targets;

•	the Compensation Committee, in its discretion, may decrease awards; and

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•	for participants other than the Named Executive Officers in the 162(m) Plans, the Compensation Committee, in its discretion, may also increase awards and may approve the payment of awards where business unit performance would otherwise not meet the minimum criteria set for payment of awards, although it rarely does so.

(1)

The target percentages for participants in the NACCO Long-Term Plan and NMHG Long-Term include a 15% increase from the Hay-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the NACCO Long-Term Plan awards. See “- Long-Term Incentive Compensation - Equity-Based Long-Term Incentive Compensation for Messrs. Rankin, Schilling and Butler” beginning on page 37.

(2)

Mr. Rankin's target award under the NACCO Long-Term Plan was established at the beginning of 2012 before the Hyster-Yale spin-off. 75% of the target amount ($2,375,196) is attributable to pre-spin service. The Compensation Committee used negative discretion to allocate the remaining $791,732 for post-spin service 40% to NACCO ($316,693) and 60% to Hyster-Yale ($475,039) to reflect Mr. Rankin's division of duties following the spin-off.

(3)	Mr. Schilling received his entire 2012 long-term award under the NMHG Long-Term Plan. The amount shown in column (D) above is the portion of his payout that is attributable to pre-spin service while NMHG was a subsidiary of NACCO.

(4)	Awards under the NA Coal and HBB Long-Term Plans are each calculated and paid in dollars. There is no difference between the amount of the cash-denominated awards and the fair market value of the awards under those plans.

(5)

Awards under the NACCO Long-Term Plan and the NMHG Long-Term Plan are initially denominated in dollars. The amounts shown in columns (D) and (E) reflect (i) the dollar-denominated awards that were earned by Messrs. Rankin and Butler under the NACCO Long-Term Plan for services performed in 2012 and (ii) the dollar-denominated award that was earned by Mr. Schilling under the NMHG Long-Term Plan for pre-spin services while NMHG was a subsidiary of NACCO. This is the amount that is used by the Compensation Committee when analyzing the total compensation of the Named Executive Officers who receive equity compensation. As described in “- Long-Term Incentive Compensation - Equity-Based Long-Term Incentive Compensation for Messrs. Rankin, Schilling and Butler” beginning on page 37, the dollar-denominated awards are then paid to the participants in a combination of restricted stock and cash. For the Named Executive Officers, 35% of the 2012 award was distributed in cash, to approximate their income tax withholding obligations for the shares, and the remaining 65% was distributed in whole shares of restricted stock. The actual number of shares of stock issued would normally be determined by taking the

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(6)	The portion of the awards for Messrs. Rankin and Schilling that is attributable to pre-spin service while NMHG was a subsidiary of NACCO is also disclosed in Hyster-Yale's 2013 proxy statement.

(1)	Achievement Percentages. The achievement percentages are based on the formulas contained in underlying performance guidelines adopted by the Compensation Committee. The formulas do not provide for straight-line interpolation from the performance target to the maximum payment target. The minimum achievement percentage is 0% and the maximum achievement percentage is 150%.

(2)	ROTCE Performance Factors. ROTCE is calculated in the manner as shown beginning on page 23 under “- Incentive Compensation of Named Executive Officers - ROTCE Methodology and Explanation” (including the adjustments for the non-recurring or special items). ROTCE targets and results are not disclosed for the reasons stated in that section.

(3)

Maximum Payout Percentages. As required under the 2012 guidelines adopted by the Compensation Committee for the long-term incentive plans, (i) the payment to Mr. Trepp did not exceed 150% of his target award and (ii) the cash-denominated payment to Messrs. Rankin and Schilling under the NACCO Long-Term Plan and/or the NMHG Long-Term Plan did not exceed 200% of their target awards. There is no maximum award limit under the NA Coal Long-Term Plan or with respect to the portion of Mr. Butler's award under the NACCO Long-Term Plan that is attributable to NA Coal's performance under the NA Coal Long-Term Plan.

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•

New Project Factor. When the plan was established in 2006, the NA Coal Compensation Committee set a target dollar level of the “present value appreciation” that was to be earned by new projects obtained during the entire ten-year plan term. Value appreciation for a new project is determined based on the economics of the project. For example, the present value appreciation will be determined based on the forecasted net income and cost of capital over the life of the contract (which could be 40 years) based on the contract terms, including a present value calculation over the life of the contract. During the year the new project comes into existence, the value appreciation of that project for the ten-year term of the NA Coal Long-Term Plan (or the remainder thereof) is taken into account under the new project factor portion of the NA Coal Long-Term Plan and compared to the target that was initially set by the Committee in 2006.

•

Annual Factor. When the plan was established, the NA Coal Compensation Committee listed each NA Coal project that was in effect at that time. Using the existing contractual terms for each project, as shown in NA Coal's five-year business plan that was in effect in 2006 and forecasting the results out for another five years, the Compensation Committee established annual net income targets and forecasted capital expenditure targets for each project for each year from 2006 through 2015. Each year, the Committee compares the actual net income and actual capital charges for each project against these previously established targets to determine whether the pre-established targets have been satisfied.

•

Cumulative Factor. When the plan was established, the Compensation Committee used the same five-year business plan and forecasting for the same projects to establish cumulative net income targets and cumulative forecasted capital expenditure targets for the same projects for each and every year during the ten-year term of the plan. Each year, the Committee compares the actual cumulative net income and actual capital charges for each project against these previously established targets to determine whether the pre-established targets have been satisfied.

(1)	This table does not include the performance targets or results due to the competitively sensitive nature of that information. Refer to footnote (2) beginning on page 26 for a description of publicly-known new projects for 2012. The Compensation Committee did not expect that any of the NA Coal performance targets would be met in 2012.

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(2)	For 2012, Mr. Benson received a long-term award of $1,917,356 (his 2012 long-term target of $718,380 multiplied by 266.9%) and Mr. Gregory received a long-term award of $226,812 (his 2012 long-term target of $84,980 multiplied by 266.9%).

•	December 31, 2015;

•	a change in control;

•	termination of employment on account of death or disability; or

•	retirement at or after age 55 with at least ten years of service.

•	The awards are immediately vested as of the grant date of the award (which is the January 1st following the end of the performance period).

•	Once granted, awards are not subject to any forfeiture or risk of forfeiture under any circumstances.

•

Awards approved by the Compensation Committee for a calendar year are credited to separate sub-accounts established for each participant for each award year. The sub-accounts are credited with interest based on the rate earned by the Vanguard RST fixed income fund under the 401(k) plans. While a participant remains actively employed, additional interest is credited based on the excess (if any) of a ROTCE-based rate over the Vanguard RST fixed income fund rate.

•	Each sub-account is paid at the earliest of death, disability, retirement, change in control or on the third anniversary of the grant date of the award.

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(1)	This table does not include the adjusted standard margin target or result due to the competitively sensitive nature of that information. For 2012, the HBB Compensation Committee expected HBB to meet its adjusted standard margin target under the HBB Long-Term Plan.

(2)

The ROTCE and operating profit percent targets under the HBB Long-Term Plan were slightly higher than those used under the HBB Short-Term Plan. For 2012, the HBB Compensation Committee did not expect that the operating profit percent target would be met but did expect that the ROTCE target would be met. Refer to the HBB Short-Term Plan chart shown on page 27 for descriptions of the targets and reasons for non-disclosure.

(3)	For 2012, Mr. Trepp received a long-term award of $612,425 (his 2012 long-term target of $756,080 multiplied by 81%).

•	Standard Long-Term Equity Plans:

◦

NACCO. The NACCO Long-Term Plan uses the Company's consolidated ROTCE to determine the minimum and maximum payment pools which reflects the Compensation Committee's belief that the Company and its stockholders are entitled to at least a certain rate of ROTCE for the Company overall and that our performance against that rate of return should determine the long-term incentive compensation payouts under the NACCO Long-Term Plan. Although the NACCO Compensation Committee expected that the ROTCE target would be met in 2012, the target was not set so low that the result was guaranteed. For 2012, ROTCE results at or above the maximum consolidated ROTCE performance resulted in a maximum permissible payment of 200% of target for Messrs. Rankin and Butler, except for the portion of Mr. Butler's payout attributable to NA Coal's performance under the NA Coal Long-Term Plan, which is unlimited. The NACCO Compensation Committee then used negative discretion comparing the performance of NACCO's subsidiaries to the performance criteria established under the subsidiary long-term plans to determine the final payouts under the NACCO Long-Term Plan, as shown on the tables below. 75% of the award for Messrs. Rankin and Butler took into account pre-spin NMHG performance while NMHG was a subsidiary of NACCO. The pre-spin portion of Mr. Rankin's award is also disclosed in Hyster-Yale's 2013 proxy statement. Mr. Schilling did not receive a 2012 award under the NACCO Long-Term Plan.

◦

Hyster-Yale. For 2012, the NMHG Long-Term Plan used Hyster-Yale's post-spin consolidated ROTCE to determine the minimum and maximum payment pools. Although the Hyster-Yale compensation committee expected that the ROTCE target would be met in 2012, the target was not set so low that the result was guaranteed. For 2012, ROTCE results at or above the maximum consolidated ROTCE performance resulted in a maximum permissible payment of 200% of target for Mr. Schilling. The Hyster-Yale compensation committee used the performance criteria shown below to determine Mr. Schilling's final pre-spin payout under the NMHG Long-Term Plan. This amount is disclosed on the Summary Compensation Table on page 49 and in Hyster-Yale's 2013 proxy statement.

•	Supplemental Long-Term Equity Plans. The NACCO Supplemental Long-Term Plan and the NMHG

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•	the average closing price of stock on the NYSE at the end of each week during the year preceding the start of the performance period (or such other previous calendar year as determined by the compensation committee no later than the 90th day of the performance period); or

•	the average closing price of stock on the NYSE at the end of each week during the performance period.

•	the date which is ten years after the last day of the performance period;

•	the date of the participant's death or permanent disability; or

•	five years (or earlier with the approval of the applicable compensation committee) from the date of retirement.

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(1)

NMHG and KC Performance Factors. These tables do not disclose the NMHG performance targets or results or the KC adjusted gross profit, ROTCE or operating profit percent targets or results due to the competitively sensitive nature of that information. For 2012, the KC Compensation Committee did not expect KC to meet any of these targets and the NMHG Compensation Committee did not expect NMHG to meet the operating profit percent target or the Brazil and EMEA market share targets. Due to the extraordinary effort of management employees in a difficult retail climate, the Compensation Committee increased KC incentive compensation payouts by 10% to better incentivize employees.

(2)	HBB and NA Coal Performance Factors. See the HBB Long-Term Plan table and the NA Coal Long-Term Plan table for descriptions of individual targets in the HBB and NA Coal Long-Term Plans and reasons for non-disclosure of certain targets and results.

(3)	Mr. Rankin's incentive compensation payment under the NACCO Long-Term Plan for 2012 was calculated as follows:

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•	employee deferrals;

•	matching benefits or "safe harbor" employer contributions; and

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•	profit sharing benefits.

•	NACCO Plan (post-spin) - Mr. Rankin: 5% of compensation, regardless of amount contributed by the employee.

•	NMHG Plans (pre-spin) - Messrs. Rankin, Schilling and Butler: a 3% match on the first 7% of before-tax contributions.

•	HBB Plans - Mr. Trepp: 3% employer safe-harbor contribution, regardless of amount contributed by the employee.

•	NA Coal Plans - Messrs. Butler (post-spin), Benson and Gregory: a 5% match on the first 5% of before-tax contributions.

•	Mr. Rankin: between 4.50% and 14.90% of compensation for pre-spin service; between 7.00% and 16.35% of compensation for post-spin service;

•	Mr. Schilling: between 3.20% and 10.05% of compensation;

•	Mr. Butler: between 3.20% and 10.05% of compensation for pre-spin service; 5.0% of compensation for post-spin service;

•	Messrs. Benson and Gregory: 6.25% of compensation; and

•	Mr. Trepp: between 4.40% and 11.25% of compensation.

•	avoid additional statutory and regulatory restrictions applied to nonqualified deferred compensation plans under Section 409A of the Internal Revenue Code;

•	simplify plan administration and recordkeeping; and

•	eliminate the risk to the executives based on the unfunded nature of these plans.

•	participants' account balances, other than excess profit sharing benefits, are credited with earnings during the year based on the rate of return of the Vanguard RST fixed income fund, which is one of the investment funds under

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•	no interest is credited on excess profit sharing benefits;

•	the amounts credited under the plans each year are paid during the period from January 1st to March 15th of the following year; and

•	the amounts credited under the plans each year are increased by 15% to reflect the immediately taxable nature of the payments. The 15% increase will apply to all benefits other than the portion of the excess 401(k) benefits that are in excess of the amount needed to obtain a full employer matching contribution under the plans.

•	Mr. Rankin. Mr. Rankin maintains accounts under The NACCO Industries, Inc. Unfunded Benefit Plan, which we refer to as the Frozen NACCO Unfunded Plan, and the Retirement Benefit Plan for Alfred M. Rankin, Jr., which we refer to as the Frozen Rankin Retirement Plan.

•	Mr. Benson. Mr. Benson maintains an account under The North American Coal Corporation Deferred Compensation Plan for Management Employees, which we refer to as the Frozen NA Coal Unfunded Plan.

•	No additional benefits are credited to the frozen plans (other than interest credits).

•

The frozen accounts are credited with interest each year. Interest credits are based on the greater of 5% or a ROTCE rate. The maximum interest rate for this purpose is 14%. The amount of the annual interest credits, increased by 15% to reflect the immediately taxable nature of the payments, is paid to these Named Executive Officers during the period from January 1st to March 15th of the following year.

•	The frozen accounts (including unpaid interest for the year of payment, if any) will be paid at the earlier of termination of employment (subject to a six-month delay if required under Section 409A of the Internal Revenue Code) or a change in control.

•

Upon payment of the frozen accounts, a determination will be made whether the highest incremental state and federal personal income tax rates in the year of payment exceed the rates that were in effect in 2008 when all other nonqualified participants received their nonqualified plan payment. In the event the rates have increased, an additional tax gross-up payment will be paid to the Named Executive Officer. The Compensation Committee determined that the employer and not the executive should bear the risk of a tax increase after 2008 because the Named Executive Officers would have received payment of their frozen accounts in 2008 were it not for the adverse cash flow and income tax impact on us. No other tax gross-ups (such as gross-ups for excise or other taxes) will be paid.

•	amounts or benefits earned or accrued during their term of employment, including earned but unpaid salary and accrued but unused vacation pay; and

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•	benefits that are provided under the retirement plans, incentive compensation plans and nonqualified deferred compensation plans at termination of employment that are further described in this Proxy Statement.

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•	Since NACCO and Hyster-Yale are no longer related companies, any compensation Mr. Rankin receives from Hyster-Yale after the spin-off will not be described in our future Proxy Statements.

•

The Hay Group, upon request from our Compensation Committee, reviewed the position of the Chairman, President and Chief Executive Officer of NACCO following the Hyster-Yale spin-off. After considering several options, the Compensation Committee adopted a compensation model for 2013 based on the Hay-recommended aggregate compensation amounts for a hypothetical Chief Executive Officer of a "composite NACCO/Hyster-Yale" company. Based on Mr. Rankin's anticipated 2013 services being allocated 60% to Hyster-Yale and 40% to NACCO, our Compensation Committee then reduced the perquisite allowance, short-term incentive compensation target and long-term incentive compensation target for the "composite CEO" to 40% of the levels recommended by the Hay Group for 2013 to set Mr. Rankin's NACCO compensation for 2013. A similar approach was taken when setting Mr. Rankin's base salary for 2013.

•	The Compensation Committee expects to make adjustments to the average share price and final award payouts under the NACCO Long-Term Plan for 2013 to reflect the impact of the Hyster-Yale spin-off and the 2012 extraordinary dividends, in a manner similar to the adjustments that were made in 2012. See note (5) under the long-term incentive compensation table on page 33.

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(1)	Amounts listed for 2012 for Mr. Rankin include the sum of (i) compensation he earned during the first nine months of 2012 prior to the spin-off date while he was employed by NMHG and while NMHG was a subsidiary of NACCO and (ii) compensation he earned from NACCO following the spin-off date. The 2012 total compensation figure from the above table is allocated between NACCO and NMHG as follows:

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(2)	The amounts reported under the “Salary” column include both the base salary and the fixed dollar amount of cash paid in lieu of perquisites for the Named Executive Officers.

(3)

The amounts reported in the Stock Award column represent the aggregate grant date fair value of the shares of stock that were granted to Named Executive Officers for awards under the long-term equity plans, computed in accordance with FASB ASC Topic 718. Based on FASB ASC Topic 718, the grant date of the awards under the long-term equity plans is the date on which the shares are issued, which is a date after the end of the fiscal year in which the services are performed. However, based on SEC guidance, the share awards that are payable under the NACCO Long-Term Plan and the NMHG Long-Term Plan are required to be reported for the year in which the employee's service inception date for such award occurs (i.e., the year earned), while the discretionary share awards that are payable under the supplemental long-term equity plans (if any) are required to be reported for the year in which such awards are granted (i.e., the year paid). As a result, the share awards shown in the table reflect the following:

•

2012. The amount shown reflects the shares that were granted to Messrs. Rankin and Butler under the NACCO Long-Term Plan for 2012 and the shares that were granted to Mr. Schilling under the NMHG Long-Term Plan for pre-spin performance in 2012. The amount shown is the grant date fair value as determined in accordance with FASB ASC Topic 718. Refer to the table on page 33 under "Long-Term Incentive Compensation" to determine the target long-term awards, as well as the cash-denominated awards for 2012 under the long-term equity plans.

•	2011. The amount shown reflects the shares that were granted to Messrs. Rankin and Schilling under the NACCO Long-Term Plan for 2011 performance.

•	2010. For Messrs. Rankin and Schilling, the amount shown reflects the sum of (i) the shares that were granted on the service inception date in March 2010 and issued on February 8, 2011 under the NACCO Long-Term Plan for 2010 performance plus (ii) the discretionary shares that were issued on January 29, 2010 under the NACCO Supplemental Plan for 2009 performance.

(4)

Amounts listed in this column include the aggregate change in the actuarial present value of accumulated plan benefits under our defined benefit pension plans, as described in the Pension Benefits Table on page 58. For 2012, the following amounts were included: $6,220 for Mr. Schilling (for pre-spin service), $193,761 for Mr. Benson and $91,515 for Mr. Gregory. Messrs. Rankin, Butler and Trepp do not participate in any defined benefit pension plans.

(5)	Amounts listed in this column also include the interest that is in excess of 120% of the federal long-term interest rate, compounded monthly, that was credited to the executives' accounts under the plans described in the Nonqualified Deferred Compensation Table on page 56. For 2012, the following amounts were included: $1,896,554 for Mr.

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(6)	All other compensation earned during 2012 for each of the Named Executive Officers is as follows:

(7)	For 2010 and 2011, the amounts listed for Messrs. Rankin and Schilling are the cash payments under the NACCO Short-Term Plan and the NACCO Long-Term Plan. For 2012, the amounts listed reflect:

•	cash payments under the NACCO Short-Term Plan and the NACCO Long-Term Plan for Mr. Butler;

•	cash payments under the NMHG Short-Term Plan and NMHG Long-Term Plan for Mr. Schilling with respect to pre-spin service; and

•	a cash payment under the NACCO Short-Term Plan for Mr. Rankin's post-spin service; a cash payment under the NMHG Short-Term Plan for Mr. Rankin's pre-spin service and a cash payment under the NACCO Long-Term Plan for Mr. Rankin's pre-spin and post-spin 2012 service.

(8)

Mr. Schilling was the principal financial officer of NACCO for the portion of 2012 before the spin-off date. The amounts listed in this Summary Compensation Table for Mr. Schilling include only compensation that was earned during the first nine months of 2012 prior to the spin-off date. These same compensation numbers are also required to be disclosed in Hyster-Yale's 2013 proxy statement. Despite this duplicative disclosure, Mr. Schilling was not compensated twice for the same duties.

(9)	Mr. Butler was not a Named Executive Officer for 2010 or 2011. He became the principal financial officer of NACCO on September 28, 2012 in conjunction with the Hyster-Yale spin-off.

(10)	The amount listed for 2012 includes a cash payment of $345,783 to Mr. Benson under the NA Coal Short-Term Plan and $1,917,356 representing the value of his award under the NA Coal Long-Term Plan.

(11)	The amount listed for 2012 includes a cash payment of $362,220 to Mr. Trepp under the HBB Short-Term Plan and

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(12)	Mr. Gregory was not a Named Executive Officer for 2010 or 2011.

(13)	The amount listed for Mr. Gregory for 2012 includes a cash payment of $104,084 under the NA Coal Short-Term Plan and $226,812 representing the value of his award under the NA Coal Long-Term Plan.

(1)	There are no minimum or threshold payouts to the Named Executive Officers under any of the incentive plans.

(2)

Amounts in this column reflect the grant date fair value of shares of stock that were granted and issued to Messrs. Rankin, Schilling and Butler for the 2012 performance period under the NACCO Long-Term Plan and/or the NMHG Long-Term Plan, as applicable. These amounts are also reflected in the Summary Compensation Table on page 49. The amount shown is the grant date fair market value as determined in accordance with FASB ASC Topic 718.

(3)

Awards under the short-term plans are based on a one-year performance period that consists solely of the 2012 calendar year. The awards are paid out, in cash, as soon as practicable after they are calculated and approved by the Compensation Committee. Therefore, there is no post-2012 payout opportunity under these plans. The amounts disclosed in this table are the target and maximum awards that were initially communicated to the executives when the targets were established by the Compensation Committee in 2012 except the amounts shown for Messrs. Rankin and Schilling for the NMHG Short-Term Plan reflect pro-rata pre-spin target awards only. The amount the executives actually received, after the final payout was calculated based on the actual performance compared to the pre-established performance goals, is disclosed in the Summary Compensation Table.

(4)

These amounts reflect the awards issued in 2013 under the NACCO Long-Term Plan and/or the NMHG Long-Term Plan for 2012 performance. Awards under the plans are based on a one-year performance period that consists solely of the 2012 calendar year. The awards are paid out, partially in stock and partially in cash, as soon as practicable after they are calculated and approved by the applicable compensation committee. Therefore, there is no post-2012 payout opportunity for any award under the plans. The amounts disclosed in this table are the dollar values of the target and

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(5)	These amounts reflect the dollar value of the award targets for Messrs. Benson, Trepp and Gregory for the 2012 performance period under their respective long-term plans. There is no maximum award limit under the NA Coal Long-Term Plan.

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•	the account balances as of the date of the change in control under the subsidiary long-term incentive compensation plans and all of the U.S. nonqualified defined contribution plans will automatically be paid in the form of a lump sum payment in the event of a change in control of the Company or the participant's employer; and

•	the change in control provisions under our long-term and short-term incentive compensation plans, in addition to providing for the immediate payment of the account balance (plus interest) as of the date of the change in control (if any), also provide for the payment of a pro-rated target award for the year of the change in control.

•	any employee benefit plan;

•	the Company;

•	the applicable subsidiary or one of its affiliates; or

•	the parties to the stockholders' agreement discussed under “- Amount and Nature of Beneficial Ownership - Class B Common Stock” on page 65;

•	the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of the Company immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and

•	at the time of the execution of the initial agreement, or of the action of the Board of Directors of the Company providing for such business combination, at least a majority of the members of the Board of Directors of the Company were incumbent directors.

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(1)

This column reflects the award targets for the Named Executive Officers under the short-term and long-term incentive compensation plans for 2012. Under the change in control provisions of the plans, they would have been entitled to receive their award targets for 2012 if a change in control had occurred on December 31, 2012. Awards under the NACCO Long-Term Plan are denominated in dollars and the amounts shown in the above-table reflect the dollar-denominated 2012 target awards. As described in note (4) to the Grants of Plan-Based Awards table, Messrs. Rankin and Butler would receive approximately 35% of the value of the award in cash, and the remainder in shares of restricted Class A Common. The amount included in the above table for Mr. Rankin for the NMHG Short-Term Plan is equal to 75% of the target award, reflecting pre-spin service only. This amount also appears in Hyster-Yale's 2013 proxy statement.

(2)

This column reflects the December 31, 2012 account balances under the subsidiary long-term plans, excluding the 2012 award (which is reflected in Column (1)). Under the change in control provisions of those plans, these Named Executive Officers would have been entitled to receive the acceleration of the payment of their entire account balances under those plans if a change in control had occurred on December 31, 2012. The amounts shown were earned for services performed in years prior to 2012 and are already 100% vested. No additional amounts are paid due to a change in control. There are no accrued balances under the long-term equity plans.

(3)

This column reflects the account balances of the Named Executive Officers as of December 31, 2012 under all of the defined contribution, nonqualified deferred compensation plans. Under the change in control provisions of those plans, the Named Executive Officers would have been entitled to receive payment of their entire account balances under those plans if a change in control had occurred on December 31, 2012. The majority of the amounts shown were earned for services performed in years prior to 2012 and are already100% vested. Only a small portion of the account balance represents benefits earned for services performed in 2012. No additional amounts are paid due to a change in control. These plans are discussed in more detail under “Nonqualified Deferred Compensation Benefits” below.

(4)	Because Mr. Schilling resigned from NACCO effective September 28, 2012, Mr. Schilling would not have been entitled to any potential change in control payments under the Company's plans if a change in control had occurred on December 31, 2012.

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(1)	These amounts, which were otherwise payable in 2012 but were deferred at the election of the executives, are included in the Summary Compensation Table.

(2)	The above-market earnings portion of the amounts shown in this column are included in the Summary Compensation Table on page 49.

(3)

As described in more detail in the “- Compensation Discussion and Analysis” beginning on page 14, the Frozen NACCO Unfunded Plan, the Frozen Rankin Retirement Plan and the Frozen NA Coal Unfunded Plan were each frozen effective December 31, 2007 and we refer to these plans collectively as the Frozen Unfunded Plans. No additional contributions (other than interest credits) will be made to these plans. No employee contributions are made to the NA Coal or HBB Long-Term Plans or the HBB Excess Plan.

(4)

The Named Executive Officers who participate in the Frozen Unfunded Plans will receive payment of their December 31, 2007 account balances upon the earlier of a change in control or termination of employment (with a six month delay if required by Section 409A of the Internal Revenue Code). However, the interest that is accrued under the Frozen Unfunded Plans each calendar year is paid to those Named Executive Officers no later than March 15th of the following year. Because the interest that was credited to their accounts for 2011 was paid in 2012, it is reflected as a distribution for 2012.

(5)	Of Mr. Rankin's December 31, 2012 account balance, $591,355 is reported as nonqualified deferred compensation earnings for 2012 in the Summary Compensation Table. In addition, $3,953,378 of the account balance was previously reported in prior Summary Compensation Tables.

(6)	Of Mr. Rankin's December 31, 2012 account balance, $1,237,429 is reported as nonqualified deferred compensation

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(7)	These amounts are also reflected in the “All Other Compensation” column of the Summary Compensation Table and specifically identified in note (6) to the Summary Compensation Table.

(8)

$67,266 of Mr. Rankin's December 31, 2012 account balance under the NACCO Industries, Inc. Executive Excess Retirement Plan that was adopted as of the spin-off date, which we refer to as the NACCO Excess Plan, is reported in the Summary Compensation Table for 2012. Because the account balance under the NACCO Excess Plan is paid out each year, none of his current account balance was previously reported in prior Summary Compensation Tables.

(9)

$495,744 of Mr. Rankin's account balance, $58,512 of Mr. Schilling's account balance and $62,296 of Mr. Butler's account balance under the NACCO Materials Handling Group, Inc. Excess Retirement Plan, which we refer to as the NMHG Excess Plan, is reported in the 2012 Summary Compensation Table. The amounts reflected in this table for Messrs. Rankin, Schilling, and Butler were earned prior to the spin-off date. Because 2012 was the first year they participated in the NMHG Excess Plan, none of their current account balance was previously reported in prior Summary Compensation Tables.

(10)

Of their December 31, 2012 account balance under The North American Coal Corporation Excess Retirement Plan, which we refer to as the NA Coal Excess Plan, $17,082 of Mr. Butler's account balance, $189,382 of Mr. Benson's account balance and $41,285 of Mr. Gregory's account balance is reported in the 2012 Summary Compensation Table. Because the account balance under the NA Coal Excess Plan is paid out each year, none of their current account balances was previously reported in prior Summary Compensation Tables.

(11)

The Named Executive Officers will each receive payment of the amounts earned under the active nonqualified deferred compensation plans for each calendar year (including interest) no later than March 15th of the following year. Because the payments for 2011 were made in 2012, they are reflected as a distribution in 2012. Because the payments for 2012 were made in 2013, they are reflected in the Named Executive Officer's aggregate balance as of December 31, 2012 and are not reflected as a distribution in 2012.

(12)	$58,470 of Mr. Benson's December 31, 2012 account balance is reported in the 2012 Summary Compensation Table and $189,670 of his account balance was previously reported in prior Summary Compensation Tables.

(13)	Messrs. Benson and Gregory are participants in the NA Coal Long-Term Plan. $1,917,356 of Mr. Benson's account balance and $226,812 of Mr. Gregory's account balance is reported in the 2012 Summary Compensation Table. $1,847,039 of Mr. Benson's account balance and $0 of Mr. Gregory's account balance was previously reported in prior Summary Compensation Tables.

(14)	$80,067 of Mr. Trepp's December 31, 2012 account balance under the Hamilton Beach Brands, Inc. Excess Retirement Plan, which we refer to as the HBB Excess Plan, is reported in the 2012 Summary Compensation Table. Because the account balance under the HBB Excess Plan is paid out each year, none of his current account balance was previously reported in prior Summary Compensation Tables.

(15)	Mr. Trepp is a participant in the HBB Long-Term Plan. $759,752 of Mr. Trepp's account balance is reported in the 2012 Summary Compensation Table and $1,202,077 of his account balance was previously reported in prior Summary Compensation Tables.

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(1)	Messrs. Rankin, Butler and Trepp never participated in any of our defined benefit pension plans.

(2)	For Mr. Schilling, the number of years of credited service taken into account to determine pension benefits was frozen as of December 31, 1993.

(3)	For Messrs. Benson and Gregory, the number of years of credited service taken into account to determine pension benefits was frozen as of December 31, 2004.

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•	a discount rate of 3.90% for the Combined Plan and 3.50% for the SERP;

•	the RP2000 mortality table with mortality improvement projected to 2020 and no collar adjustment; and

•	assumed retirement age of 65 with no pre-retirement decrement.

2.	Approval, for purposes of Section 162(m) of the Internal Revenue Code, of the NACCO Industries, Inc. Annual Incentive Compensation Plan (Effective September 28, 2012)

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(1)	Employees who are not employed by NACCO in 2013 are not eligible to participate in the NACCO Short-Term Plan.

(2)	Directors who are not employees of NACCO are not eligible to participate in the NACCO Short-Term Plan.

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3.	Ratification of Appointment of the Independent Registered Public Accounting Firm of the Company for the Current Fiscal Year

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(1)	Less than 0.10%, except as otherwise indicated.

(2)

A Schedule 13G/A filed with the SEC with respect to Class A Common on February 11, 2013 reported that Dimensional Fund Advisors LP, which is referred to as Dimensional, may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 that furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serving as an investment manager to certain other commingled group trusts and separate accounts, which are referred to collectively as the Dimensional Funds, which own the shares of Class A Common. In its role as investment adviser or manager, Dimensional possesses the sole power to vote 442,738 shares of Class A Common and the sole power to invest 450,866 shares of Class A Common owned by the Dimensional Funds. However, all shares of Class A Common reported above are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of all such shares.

(3)	A Schedule 13G filed with the SEC with respect to Class A Common on February 13, 2013 reported that LSV Asset Management may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser.

(4)	A Schedule 13G/A filed with the SEC with respect to Class A Common on February 12, 2013 reported that The Vanguard Group, Inc. may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser.

(5)	Pursuant to our Non-Employee Directors' Plan, each non-employee director has the right to acquire additional shares

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(6)

Alfred M. Rankin, Jr. may be deemed to be a member of Rankin Associates II, L.P., which is referred to as Associates, which is made up of the individuals and entities holding limited partnership interests in Associates and Rankin Management, Inc., which is referred to as RMI, the general partner of Associates. Associates may be deemed to be a “group” as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 338,295 shares of Class A Common held by Associates. Although Associates holds the 338,295 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other individuals and entities holding limited partnership interests in Associates. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the shareholders of RMI. Under the terms of the Limited Partnership Agreement of Associates, Associates may not dispose of Class A Common without the consent of RMI and the approval of the holders of more than 75% of all of the partnership interests of Associates. As a result of holding through his trust, of which he is trustee, partnership interests in Associates, Mr. Rankin may be deemed to beneficially own, and share the power to dispose of, 338,295 shares of Class A Common held by Associates. In addition, Mr. Rankin may be deemed to be a member of a group, as defined under the Exchange Act, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin Associates IV, L.P., which we refer to as Rankin IV. As a result, the group consisting of Mr. Rankin, the other general and limited partners of Rankin IV and Rankin IV may be deemed to beneficially own, and share the power to vote and dispose of, 105,272 shares of Class A Common held by Rankin IV. Mr. Rankin disclaims beneficial ownership of 537,020 shares of Class A Common held by (a) members of Mr. Rankin's family, (b) charitable trusts, (c) trusts for the benefit of members of Mr. Rankin's family and (d) Associates and Rankin IV to the extent in excess of his pecuniary interest in each such entity.

(7)	Britton T. Taplin is deemed to share with his spouse voting and investment power over 5,755 shares of Class A Common held by Mr. Taplin's spouse; however, Mr. Taplin disclaims beneficial ownership of such shares. Mr. Taplin has pledged 2,023 shares of Class A Common.

(8)	David F. Taplin is deemed to share with his step-sister the power to vote and dispose of 18,000 shares of Class A Common as a result of being a co-trustee of a trust; however, Mr. Taplin has disclaimed beneficial ownership of such shares to the extent in excess of his pecuniary interest in such shares.

(9)

David B.H. Williams is deemed to be a member of Associates and, accordingly, may be deemed to beneficially own and share the power to dispose of, 338,295 shares of Class A Common held by Associates. In addition, Mr. Williams is deemed to share with his spouse voting and investment power over 45,641 shares of Class A Common beneficially owned by his spouse; he disclaims all interest in such shares. Mr. Williams' spouse is also a member of Rankin IV, therefore he is deemed to share beneficial ownership of 105,272 shares of Class A Common held by Rankin IV; he disclaims all interest in such shares. Mr. Williams also disclaims 2,819 shares of Class A Common held in trusts for the benefit of his minor daughters and for which he is a trustee and has sole power to vote and dispose of the shares.

(10)

J.C. Butler, Jr., an executive officer of NACCO, is deemed to be a member of Associates and, accordingly, may be deemed to beneficially own, and share the power to dispose of, 338,295 shares of Class A Common held by Associates. Mr. Butler's spouse is a member of Rankin IV, therefore he is deemed to share beneficial ownership of 105,272 shares of Class A Common held by Rankin IV; he disclaims all interest in such shares. Mr. Butler disclaims all interest in 4,349 shares of Class A Common held in trust for the benefit of his minor children and for which he is the trustee and has sole power to vote and dispose of the shares. Mr. Butler is deemed to share with his spouse the power to vote and dispose of 45,641 shares of Class A Common beneficially owned by Mr. Butler's spouse; however, Mr. Butler disclaims beneficial ownership of such shares.

(11)

The aggregate amount of Class A Common beneficially owned by all executive officers and directors and the aggregate amount of Class A Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class A Common of which Mr. Rankin has disclaimed beneficial ownership in note (6) above, Mr. B. Taplin has disclaimed beneficial ownership in note (7) above, Mr. D. Taplin has disclaimed beneficial ownership in note (8) above, Mr. Williams has disclaimed beneficial

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(1)	Less than 0.10%, except as otherwise indicated.

(2)

A Schedule 13D, which was filed with the SEC with respect to Class B Common and most recently amended on February 14, 2013, which is referred to as the Stockholders 13D, reported that, except for NACCO and PNC Bank, N.A., as depository, the signatories to the stockholders' agreement, together in certain cases with trusts and custodianships, which are referred to collectively as the Signatories, may be deemed to be a “group” as defined under the Exchange Act, and therefore may be deemed as a group to beneficially own all of the Class B Common subject to the stockholders' agreement, which is an aggregate of 1,542,757 shares. The stockholders' agreement requires that each Signatory, prior to any conversion of such Signatory's shares of Class B Common into Class A Common or prior to any sale or transfer of Class B Common to any permitted transferee (under the terms of the Class B Common) who has not become a Signatory, offer such shares to all of the other Signatories on a pro-rata basis. A Signatory may sell or transfer all shares not purchased under the right of first refusal as long as they first are converted into Class A Common prior to their sale or transfer. The shares of Class B Common subject to the stockholders' agreement constituted 97.50% of the Class B Common outstanding on February 28, 2013 or 68.12% of the combined voting power of all Class A Common and Class B Common outstanding on such date. Certain Signatories own Class A Common, which is not subject to the stockholders' agreement. Under the stockholders' agreement, NACCO may, but is not obligated to, buy any of the shares of Class B Common not purchased by the Signatories following the trigger of

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(3)

A Schedule 13D, which was filed with the SEC with respect to Class B Common and most recently amended on February 14, 2013, reported that Rankin Associates I, L.P., which is referred to as Rankin I, and the trusts holding limited partnership interests in Rankin I may be deemed to be a “group” as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 472,371 shares of Class B Common held by Rankin I. Although Rankin I holds the 472,371 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I, share the power to vote such shares of Class B Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general and limited partnership interests in Rankin I share with each other the power to dispose of such shares. Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin I, Rankin I may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the general partners owning more than 75% of the general partnership interests of Rankin I and the consent of the holders of more than 75% of all of the partnership interests of Rankin I. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin I and each of the trusts holding limited partnership interests in Rankin I is also subject to the stockholders' agreement.

(4)	Beatrice B. Taplin has the sole power to vote and dispose of 337,310 shares of Class B Common held in trusts. The Stockholders 13D reported that the Class B Common beneficially owned by Beatrice B. Taplin is subject to the stockholders' agreement.

(5)

A Schedule 13D, which was filed with the SEC with respect to Class B Common and most recently amended on February 14, 2013, reported that the trusts holding limited partnership interests in Rankin IV may be deemed to be a “group” as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 294,728 shares of Class B Common held by Rankin IV. Although Rankin IV holds the 294,728 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin IV, share the power to vote such shares of Class B Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of such shares. Under the terms of the Amended and Restated Limited Partnership Agreement of Rankin IV, Rankin IV may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the general partners owning more than 75% of the general partnership interests of Rankin IV and the consent of the holders of more than 75% of all of the partnership interests of Rankin IV. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin IV and each of the trusts holding limited partnership interests in Rankin IV is also subject to the stockholders' agreement.

(6)

Alfred M. Rankin, Jr. may be deemed to be a member of the group described in note (3) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I and therefore may be deemed to beneficially own, and share the power to vote and dispose of, 472,371 shares of Class B Common held by Rankin I. In addition, Mr. Rankin may be deemed to be a member of the group described in note (5) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin IV and therefore may be deemed to beneficially own, and share the power to vote and dispose of, 294,728 shares of Class B Common held by Rankin IV. Mr. Rankin disclaims beneficial ownership of 713,791 shares of Class B Common held by Rankin I and Rankin IV to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by Alfred M. Rankin, Jr. is subject to the stockholders' agreement.

(7)	The Stockholders 13D reported that the Class B Common beneficially owned by David F. Taplin is subject to the stockholders' agreement.

(8)	David B.H.Wiliams' spouse is a member of Rankin I and Rankin IV; therefore, he is deemed to share beneficial ownership of 767,023 shares of Class B Common held by Rankin I and Rankin IV. Mr. Williams disclaims beneficial ownership of such shares.

(9)	The spouse of J.C. Butler, Jr., an executive officer of NACCO, is a member of Rankin I and Rankin IV; therefore, Mr. Butler is deemed to share beneficial ownership of 767,023 shares of Class B Common held by Rankin I and Rankin IV. Mr. Butler disclaims beneficial ownership of such shares.

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(10)

The aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group and the aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class B Common of which Mr. Rankin has disclaimed beneficial ownership in note (6) above, Mr. Williams has disclaimed beneficial ownership in note (8) above and Mr. Butler has disclaimed beneficial ownership in note (9) above.

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1.	Purpose of the Plan

2.	Definitions

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3.	Administration

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4.	Eligibility

5.	Awards

6.	Change in Control

(a)	The following provisions shall apply notwithstanding any other provision of the Plan to the contrary.

(b)

Amount of Award for Year of Change In Control. In the event of a Change in Control during a Performance Period, the amount of the Award payable to a Participant who is employed by the Employers on the date of the Change in Control (or who died, become Disabled or Retired during such Performance Period and prior to the Change in Control) for such Performance Period shall be equal to the Participant's Target Award for such Performance Period, multiplied by a fraction, the numerator of which is the number of days during the Performance Period during which the Participant was employed by the Employers prior to the Change in Control and the denominator of which is the number of days in the Performance Period.

(c)	Time of Payment. In the event of a Change in Control, the payment date of all outstanding Awards (including, without limitation, the pro-rata Target Award for the Performance Period during which the Change

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7.	Withholding Taxes

8.	Amendment and Termination

9.	Approval by Stockholders

10.	General Provisions

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11.	Liability of Employers, Transfers and Guarantees.

(i)	Subject to the provisions of clause (ii) of this Section, the Employers shall each be solely liable for the payment of amounts due hereunder to or on behalf of the Participants who are (or were) its employees.

(ii)	Notwithstanding the foregoing, if the benefits that are payable to or on behalf of a Participant are based on the Participant's employment with more than one Employer, the following provisions shall apply:

(1)	Upon a transfer of employment, the Participant's Award shall be transferred from the prior Employer to the new Employer. Subject to Section 11(b)(ii)(2)(C), the last Employer of the Participant shall be responsible for processing the payment of the entire amount of the Participant's Award hereunder; and

(2)

Notwithstanding the provisions of clause (i), (A) each Employer shall be solely liable for the payment of the portion of the Participant's Award that was earned by the Participant while he was employed by that Employer; (B) each Employer (unless it is insolvent) shall reimburse the last Employer for its allocable share of the Participant's distribution; (C) if any responsible Employer is insolvent at the time of distribution, the last Employer shall not be required to make a distribution to the Participant with respect to amounts which are allocable to service with that Employer; and (D) each Employer shall (to the extent permitted by applicable law)receive an income tax deduction for the Employer's allocable share of the Participant's distribution.

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ii.	a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or

iii.

the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of NACCO or the acquisition of assets of another corporation, or other transaction involving NACCO (“NACCO Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded NACCO Business Combination”):

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