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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 Hamilton Beach Brands, Inc. Annual Incentive Compensation Plan;

3.	To act on an advisory vote to approve the Company's executive compensation program for the Company's named executive officers as described in the accompanying Proxy Statement;

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

5.	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 an advisory vote to approve the Company's executive compensation program for its named executive officers, as described in this Proxy Statement;

•	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;

•	the evaluation of the performance of the Chief Executive Officer, whom we refer to as our CEO, other executive officers and senior managers in light of these goals and objectives;

•	the determination and approval of CEO, other executive officer and senior manager 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;

•	the periodic review of the compensation of our Board of Directors;

•	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; and

•	the discharge of other duties or responsibilities as delegated by the Board of Directors.

•	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;

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•	the importance of the transaction to us;

•	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, employment 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 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;

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

•	provide the perspective of a long-term stockholder.

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(1)	Amounts in this column reflect the annual retainers and other fees earned by the directors in 2013. 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. See Note (2) of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 for more information regarding the accounting treatment of our equity awards.

(3)

The amount listed includes: (i) $1,505 in Company-paid life insurance premiums; (ii) other Company-paid premiums for accidental death and dismemberment insurance for the director and his spouse; and (iii) personal excess liability insurance premiums for the directors and immediate family members (other than Mr. Britton Taplin). 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.

(4)	Mr. Turben's term as a director will expire on May 8, 2014, the date of our Annual Meeting.

•	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;

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•	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.

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

•	death or permanent disability;

•	five years from the date of the director's retirement;

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

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

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(1)	Although Messrs. Rankin, Butler and Trepp are officers of various entities, they were compensated solely by their designated employer.

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

•	2013 salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint) and target total compensation for all senior management positions; and

•	2013 salary midpoints and/or range movement for all other employee positions.

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•	It provides relevant information regarding the compensation paid to employees, including senior management employees, with similar skill sets used in our industries and represents the talent pool from which we recruit.

•	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.

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

•	100% of the salary midpoints recommended by the Hay Group for (i) all positions at HBB and (ii) for NACCO employees in Hay salary grades 25 and above, including Messrs. Rankin and Butler; and

•	95% of the salary midpoints for senior management positions at NA Coal, including Mr. Benson.

•	attract, retain and motivate talented management;

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

•	make management long-term stakeholders in the Company;

•	ensure that management's interests are closely aligned with those of our stockholders; and

•	maintain consistency in compensation among all of the Company's subsidiaries.

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•	Salary midpoint, as determined by the Hay Group from the All Industrials survey.

•	Cash in lieu of perquisites (if applicable).

•	Short-term incentive target dollar amount (determined by multiplying the salary midpoint by a specified percentage of that midpoint, as determined by the Compensation Committee, with advice from the Hay Group, for each salary grade).

•	Long-term incentive target dollar amount (determined in the same manner as the short-term incentive target).

•	Target total compensation which is the sum of the foregoing amounts.

•	Base salary.

(1)

In addition to providing perquisites to a limited number of employees in unique circumstances, senior management employees are paid a fixed dollar amount of cash in lieu of perquisites. The applicable dollar amounts have been in effect since 2011 and were based on an analysis of the Hay Group's proprietary Benefits Report, which contains employee benefits data from a survey conducted by the Hay Group. For the 2010 Benefits Report, 852 organizations or operating units from substantially all areas of industry submitted information. The Compensation Committee used this information to set a defined perquisite allowance for each senior management employee, based on Hay point levels. These amounts are paid in cash ratably throughout the year. This approach satisfies our objective of providing competitive total compensation to our NEOs while recognizing that perquisites are largely just another form of compensation.

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(2)

In addition to serving as the Chairman, President, and CEO of the Company, Mr. Rankin also served in 2013 as the Chairman, President, and CEO of Hyster-Yale Materials Handling, Inc., which we refer to as Hyster-Yale. Hyster-Yale is a former subsidiary of the Company that was spun-off to our stockholders in 2012, which we refer to as the Spin-Off. Accordingly, consistent with the approach taken by the Compensation Committee in setting Mr. Rankin's compensation for the remainder of the 2012 calendar year following the Spin-Off, the Compensation Committee adopted a compensation model for Mr. Rankin for 2013 based on the Hay-recommended aggregate compensation amounts for a hypothetical CEO 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 salary midpoint, perquisite allowance, short-term and long-term incentive targets to 40% of the levels recommended by the Hay Group to set Mr. Rankin's compensation for 2013.

(3)	The amounts shown 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 Equity Plan awards. See “NACCO Long-Term Equity Plan for Messrs. Rankin and Butler” beginning on page 27.

•	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, such as the Spin-Off.

(1)	Mr. Rankin's salary midpoint is equal to 40% of the Hay-recommended amount for a hypothetical CEO of a "composite NACCO/Hyster-Yale" company in 2013. To determine his base salary for 2013, the Compensation Committee increased his 2012 pre-Spin-Off base salary of $1,202,000 by 3.5% to $1,244,070 and reduced that amount to 40%.

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•	Targets Based on Annual Operating Plans. Certain performance targets are based on forecasts contained in each subsidiary's 2013 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.

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Targets Based on Long-Term Goals. Other performance targets are not based on the 2013 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. Certain return on total capital employed, which we refer to as ROTCE, targets are examples of targets that are based on long-term goals (see below).

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•	The NACCO Industries, Inc. Annual Incentive Compensation Plan, referred to as the NACCO Short-Term Plan;

•	The NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan, referred to as the NACCO Long-Term Equity 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.

•	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.

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

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•	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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•	any tangible or intangible asset impairment;

•	subsidiary restructuring costs including reduction in force charges;

•	subsidiary strategic initiative costs and certain management fees;

•	environmental expenses or early lease termination expenses; and

•	refinancing costs.

•

Target awards for each executive are equal to a specified percentage of the executive's 2013 salary midpoint, based on the number of Hay points assigned to the position and the appropriate level of incentive compensation targets recommended by the Hay Group and adopted by the Compensation Committee at that level. The Compensation Committee then increases the target awards under the NACCO Long-Term Equity Plan by 15% to account for the immediately taxable nature of the award.

•	The plans have a one-year performance period.

•

For 2013, payments under the short-term plans and the HBB and KC long-term plans may not exceed 150% of the target award levels. Due to the unique nature of the NA Coal Long-Term Plan, as described beginning on page 26, there is no limit on the amount of the awards granted under that plan. The general rule is that the cash-denominated awards under the NACCO Long-Term Equity Plan may not exceed 200% of the target award levels. However, since 47.5% of Mr. Rankin's award and 75% of Mr. Butler's award under the NACCO Long-Term Equity Plan is based on the unlimited payout percentage under the NA Coal Long-Term Plan, the portion of their award under the NACCO Long-Term Plan that is attributable to NA Coal performance is limited to 300% of the target award levels.

•	Final awards 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 or eliminate awards.

•	For participants other than the NEOs 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.

•	Short-term plan awards are paid annually in cash. HBB Long-Term Plan awards are paid in cash after a three-year holding period and NA Coal Long-Term Plan awards are paid in cash after a ten-year holding period. NACCO Long-Term Equity Plan awards are paid annually in a combination of cash and restricted shares of Class A Common and are generally subject to a ten-year holding period.

•	All awards are fully vested when granted, with the exception of awards issued under the NA Coal Long-Term Plan that are not vested until paid.

•	Refer to “Employment and Severance Agreements and Change in Control Payments” beginning on page 32 for a description of the impact of a change in control on incentive plan awards.

•	Due to the nature of the NA Coal and HBB Long-Term Plans, the awards and payments under the plans are described in both the Grants of Plan-Based Awards Table on page 37 and the Nonqualified Deferred Compensation Table on page 40.

•	Selection of Performance Factors and Targets. The Compensation Committee considered the factors described under “Incentive Compensation - Overview" beginning on page 18 and adopted performance criteria and target

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•	Achievement Percentages. Achievement percentages are based on the formulas contained in underlying performance guidelines adopted annually by the Compensation Committee for each incentive plan. The formulas do not provide for straight-line interpolation from the performance target to the maximum payment target.

•

Adjusted ROTCE Performance Targets and Maximum Payments. ROTCE is calculated as shown in “ROTCE Methodology and Explanation” beginning on page 19 (including specified adjustments) and the ROTCE targets and results are not disclosed for the reasons stated therein. For 2013, ROTCE results were at or above the applicable maximum ROTCE target and resulted in maximum payment pools being available under all incentive plans. The Compensation Committee expected that all ROTCE targets, with the exception of the ROTCE targets under the KC incentive plans and the consolidated operations ROTCE target under the NA Coal Short-Term Plan, would be met in 2013, since they were designed to be reasonably achievable with strong management performance.

•

HBB and KC Adjusted Operating Profit Percent Performance Targets. The tables do not disclose any operating profit percent targets or results due to the competitively sensitive nature of that information. The operating profit percent targets used for incentive compensation purposes reflect long-term corporate objectives and are not based on the targets established by management and contained in our five-year long-range business plan or our long-term financial objectives (although there is a connection between them). HBB's operating profit percent targets for 2013 were lower than those in effect for 2012, while KC's operating profit percent targets remained the same. The Compensation Committee set the targets at a challenging rate and did not expect that we would meet any of the operating profit percent targets in 2013.

•	HBB Adjusted Standard Margin and KC Adjusted Gross Profit Performance Targets. The tables do not disclose these targets or results due to the competitively sensitive nature of that information. For 2013, the Compensation Committee expected HBB and KC to meet these targets, since they were designed to be reasonably achievable with strong management performance.

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NA Coal New Project Performance Factor. We do 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. During 2013, Coyote Creek Mining Company, L.L.C., a subsidiary of NA Coal, meaningfully advanced the permitting and development of a new lignite mine in North Dakota that will supply approximately 2.5 million tons of lignite annually.  Also during 2013, NA Coal completed multiple acquisitions of coal reserves, property and equipment in support of its Reed Minerals operations in Alabama.  NA Coal's Liberty Fuels subsidiary continued work to bring its mine and its customer's power plant on line, and the Red Hills Mine was successful in working with its customers to maximize coal sales and reduce costs.  NA Coal continued its efforts to bring three 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-liquid projects and activated carbon production and to be utilized for other non-fuel applications.  NA Coal sustained its existing international mining efforts in India and continues to explore other mining opportunities, customers and markets domestically and abroad.  Finally, NA Coal supported efforts to develop regulations that promote business development and the environment.

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(1)	Refer to the tables below for detailed calculations of the 2013 payout percentages for each short-term plan. Mr. Benson's actual payout percentage was 81.94233%.

(2)	Mr. Rankin's short-term plan target is equal to 40% of the Hay-recommended amount of $1,033,900 for a hypothetical CEO of a "composite NACCO/Hyster-Yale" company in 2013.

(1)

NA Coal met two of the underlying performance targets established by the Compensation Committee under the NA Coal Short-Term Plan, resulting in an initial performance payout factor of 85.9%. This factor was then multiplied by the sum of each participant's 2013 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) and an individual performance factor (115% for Mr. Benson). Application of the formula to all participants resulted in a final short-term payment percentage of 81.94233% for Mr. Benson.

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(1)	The target percentages for participants in the NACCO Long-Term Equity Plan 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 “NACCO Long-Term Equity Plan for Messrs. Rankin and Butler” beginning on page 27.

(2)	Refer to the tables below for detailed calculations of the 2013 payout percentages for each long-term plan.

(3)	Mr. Rankin's long-term plan target is equal to 40% of the Hay-recommended amount of 320% of $1,033,900 (increased by 15%) ($3,804,752) that would apply to a hypothetical CEO of a "composite NACCO/Hyster-Yale" company in 2013.

(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 Equity Plan are initially denominated in dollars. The amounts shown in columns (C) and (E) reflect the 2013 dollar-denominated target and actual awards. This is the amount that is used by the Compensation Committee when analyzing the total compensation of the NEOs who receive equity compensation. The dollar-denominated awards are then paid to the participants in a combination of cash and restricted shares of Class A Common. For Messrs. Rankin and Butler, 35% of the 2013 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 number of shares of NACCO Class A Common actually distributed was determined using the formula share price described in "NACCO Long-Term Equity Plan for Messrs. Rankin and Butler" beginning on page 27 and was also adjusted to reflect the extraordinary dividend paid by NACCO in December 2012. The amount shown in

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•	The grant date of the award is the January 1st following the end of the performance period.

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Awards approved by the Compensation Committee for a calendar year are credited to separate sub-accounts established for each participant for each award year. Through 2013, the sub-accounts were credited with 5% interest. After year-end, while a participant remains actively employed, additional interest was credited based on the excess (if any) of NACCO's ROTCE rate over the 5% minimum, with a maximum of 14%.

•	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.

•

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

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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 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 (including new projects added during the term) against these previously established targets to determine whether the pre-established targets have been satisfied.

•	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.

(1)	This table does not include the performance targets or results due to the competitively sensitive nature of that information. See page 22 for a description of publicly-known new projects for 2013. The Compensation Committee did not expect that any of the performance targets under the NA Coal Long-Term Plan would be met in 2013.

•	the average closing price of our Class A Common stock on the NYSE at the end of each week during the prior calendar year (2012) (or such other previous calendar year as determined by the Compensation Committee no later than the 90th day of the performance period); or

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•	the average closing price of our Class A Common stock on the NYSE at the end of each week during the 2013 performance period.

•	ten years after the last day of the performance period;

•	the participant's death or permanent disability; or

•	five years (or earlier with the approval of the Compensation Committee) from the date of retirement.

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•	employee deferrals;

•	matching (or substitute matching) benefits or "safe harbor" employer contributions; and

•	profit sharing benefits.

•	Mr. Rankin: 5% of compensation, regardless of amount contributed

•	Messrs. Butler and Benson: a 5% match on the first 5% of before-tax contributions

•	Messrs. Trepp and Salyers: 3% employer safe-harbor contribution, regardless of amount contributed

•	Mr. Rankin: between 7.00% and 16.35% of compensation

•	Mr. Butler: 5.0% of compensation

•	Mr. Trepp and Mr. Salyers: between 4.40% and 9.00% of compensation

•	Mr. Benson: 6.25% of compensation

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•	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 the Excess 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 the qualified plans (14% maximum);

•	no interest is credited on excess profit sharing benefits;

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

•	the amounts credited under the Excess Plans each year are increased by 15% to reflect the immediately taxable nature of the payments. The 15% increase applies to all benefits other than the portion of the employee deferrals that are in excess of the amount needed to obtain a full employer matching contribution.

•	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.

•

The frozen accounts are credited with interest each year. For 2013, interest on all accounts was credited at the rate of 5% during the year. After year-end, certain sub-accounts were credited with interest based on the NACCO ROTCE rate, with a maximum of 14%. The amount of the annual interest credits, increased by 15% to reflect the immediately taxable nature of the payments, is paid to these NEOs 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 payments. In the event the rates have increased, an additional tax gross-up payment will be paid to the NEO. The Compensation Committee determined that we and not the executive should bear the risk of a tax increase after 2008 because the NEOs 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.

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

•	benefits that are provided under the retirement plans, incentive plans, Excess Plans and Frozen Retirement Plans at termination of employment that are further described in this Proxy Statement.

•	The change in control payment triggers are appropriate due to the unfunded nature of the benefits provided under these plans.

•	The skills, experience and services of our key management employees are a strong factor in our success and the occurrence of a change in control transaction would create uncertainty for these employees.

•	Some key management employees would consider terminating employment in order to trigger the payment of their unfunded benefits if an immediate payment is not made when a change in control occurs and our limited change in control payment triggers are designed to encourage key management employees to remain employed during and after a change in control.

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•	Benefits under the NA Coal defined benefit pension plans, including all COLAs, were permanently frozen effective December 31, 2013 and the profit sharing formula under the NA Coal defined contribution plans was revised to provide benefits equal to 6% of compensation, regardless of age, effective January 1, 2014.

•	Additional profit sharing benefits under the HBB defined contribution plans for 2014 and future years will be based on HBB's operating profit percent performance rather than ROTCE performance.

•	Interest credits under the HBB Long-Term Plan for 2014 and future years will still be capped at 14% but will be based on a formula that takes into account the final payout percentage under the HBB Long-Term Plan for the year, rather than NACCO's ROTCE results, with a minimum of 2% interest.

•	Interest credits for certain sub-accounts under the Frozen Retirement Plans for 2014 and future years will will still be capped at 14% but will be based on a ROTCE-based chart that is adopted annually by the Compensation Committee, rather than on NACCO's absolute ROTCE return, with a minimum of 2% interest.

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(1)

The amounts reported for Mr. Rankin for 2011 and 2012 include amounts earned for services performed for Hyster-Yale while it was a wholly-owned subsidiary of NACCO prior to the Spin-Off. Mr. Rankin's compensation for 2013 and future years has been reduced as a result of the Spin-Off. Consequently, the amounts paid to Mr. Rankin in 2011 and 2012 prior to the Spin-Off provide no meaningful basis for comparison to the amounts disclosed in 2013 or in future proxy statements.

(2)	The amounts reported under the “Salary” column include both base salary and the perquisite allowance.

(3)	The amounts reported in the Stock Award column are the grant date fair value of the stock issued under the NACCO Long-Term Equity Plan, computed in accordance with FASB ASC Topic 718. Refer to the table on page 25 under "Long-Term Incentive Compensation" to determine the target long-term awards, as well as the cash-denominated award payouts for 2013 under the NACCO Long-Term Equity Plan.

(4)

Amounts listed in this column include the aggregate increase in the actuarial present value of accumulated plan benefits under our defined benefit pension plans, as described in the Pension Benefits Table on page 41. $0 is included for Messrs. Rankin, Butler and Trepp because they do not participate in any of our defined benefit pension plans and $0 was included for Messrs. Benson and Salyers because the actuarial value of their pension benefits decreased in 2013. Mr. Benson's value decreased by $120,910 and Mr. Salyer's value decreased by $1,251.

(5)	All amounts listed in this column for 2013 reflect 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 40.

(6)	All other compensation earned during 2013 for each of the NEOs is as follows:

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(7)	The amounts listed are the cash payments under the NACCO Short-Term Plan and the NACCO Long-Term Equity Plan. For Mr. Rankin, the amount listed for 2012 also includes the cash payment he received under a Hyster-Yale short-term incentive plan for services rendered prior to the Spin-Off.

(8)	Mr. Butler was not a Named Executive Officer for 2011.

(9)	The amount listed for 2013 includes cash payments of $439,420 to Mr. Trepp and $158,649 to Mr. Salyers under the HBB Short-Term Plan and $888,084 to Mr. Trepp and $184,982 to Mr. Salyers representing the value of their awards under the HBB Long-Term Plan.

(10)	The amount listed for 2013 includes a cash payment of $280,390 to Mr. Benson under the NA Coal Short-Term Plan and $90,450 representing the value of his award under the NA Coal Long-Term Plan.

(11)	Mr. Salyers was not a Named Executive Officer for 2011 or 2012.

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

(2)	Amounts in this column reflect the grant date fair value of shares of stock that were granted to Messrs. Rankin and Butler under the NACCO Long-Term Equity Plan. These amounts are also reflected in the Summary Compensation Table on page 35. The amount shown is the grant date fair market value 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 2013 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-2013 payout opportunity under these plans. The amounts disclosed in this table are the target and maximum awards that were established by the Compensation Committee in early 2013. 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 under the NACCO Long-Term Equity Plan for 2013 performance. Awards are based on a one-year performance period that consists solely of the 2013 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 Compensation Committee. Therefore, there is no post-2013 payout opportunity under the plan. The amounts disclosed in this table are the dollar values of the target and maximum awards that were established by the Compensation Committee in early 2013. The targets listed above include the 15% increase to account for the immediately taxable nature of the equity awards and were calculated using the 300% maximum award value. The cash portion of the award, representing 35% of the total award, is listed under column (A) of this table. The remaining 65% of the award, reflecting the stock portion of the award, is listed under column (B) of this table. The amount the Named Executive Officers actually received is disclosed in the Summary Compensation Table.

(5)	These amounts reflect the dollar value of the award targets for Messrs. Trepp, Benson and Salyers for the 2013 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 in the Excess Plans, Frozen Retirement Plans and subsidiary long-term incentive 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 incentive 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

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•	the parties to the stockholders' agreement discussed under “Amount and Nature of Beneficial Ownership - Class B Common Stock” on page 51;

•	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.

(1)

This column reflects the award targets under the 2013 incentive plans for the NEOs. Under the change in control provisions of the plans, they would have been entitled to receive their award targets for 2013 if a change in control had occurred on December 31, 2013. Awards under the NACCO Long-Term Equity Plan are denominated in dollars and the amounts shown in the above-table reflect the dollar-denominated 2013 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.

(2)

This column reflects the December 31, 2013 account balances under the HBB and NA Coal Long-Term Plans, excluding the 2013 award (which is reflected in Column (1)). Under the change in control provisions of those plans, these NEOs 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, 2013. The amounts shown were earned for services performed in years prior to 2013. The HBB Long-Term Plan awards are already 100% vested and the NA Coal Long-Term Plan awards would become vested on a change in control. Except as already reflected in Column (1), no

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(3)

This column reflects the account balances of the NEOs as of December 31, 2013 under the Excess Plans and Frozen Retirement Plans. Under the change in control provisions of those plans, the NEOs would have been entitled to receive payment of their entire account balances if a change in control had occurred on December 31, 2013. No additional amounts are paid due to a change in control. The majority of the amounts shown for Messrs. Rankin and Benson were earned for services performed in years prior to 2013 and are already100% vested. These plans are discussed in more detail under “Nonqualified Deferred Compensation Benefits” below.

(1)	These amounts, which were otherwise payable in 2013 but were deferred at the election of the executives, are included in the Summary Compensation Table.

(2)	All employer contributions and the above-market earnings portion of the amounts shown in the "Aggregate Earnings" column are included in the Summary Compensation Table.

(3)	Other than interest credits, no additional contributions are made to the Frozen Retirement Plans. No employee contributions are made to the NA Coal and HBB Long-Term Plans or the HBB Excess Plan.

(4)	The interest that is accrued under the Frozen Retirement Plans each calendar year is paid to those NEOs no later than March 15th of the following year. Because the interest that was credited to their accounts for 2012 was paid in 2013, it is reflected as a distribution for 2013.

(5)	Of Mr. Rankin's December 31, 2013 account balance, $533,298 is reported in the 2013 Summary Compensation Table. In addition, $4,544,733 of the account balance was previously reported in prior Summary Compensation Tables.

(6)	Of Mr. Rankin's December 31, 2013 account balance, $1,115,948 is reported in the 2013 Summary Compensation Table. In addition, $9,472,160 of the account balance was previously reported in prior Summary Compensation Tables.

(7)	The NEOs receive payment of the amounts earned under the Excess Plans for each calendar year (including interest) no later than March 15th of the following year. Because the payments for 2012 were made in 2013, they are reflected as a distribution in 2013. Because the payments for 2013 were made in 2014, they are reflected in the NEO's

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(8)	$1,086,377 of Mr. Trepp's account balance and $230,787 of Mr. Salyers account balance is reported in the 2013 Summary Compensation Table and $1,961,829 of Mr. Trepp's account balance and $0 of Mr. Salyer's account balance was previously reported in prior Summary Compensation Tables.

(9)	$53,605 of Mr. Benson's December 31, 2013 account balance is reported in the 2013 Summary Compensation Table and $248,140 of his account balance was previously reported in prior Summary Compensation Tables.

(10)	$90,450 of Mr. Benson's account balance is reported in the 2013 Summary Compensation Table and $3,764,395 of his account balance was previously reported in prior Summary Compensation Tables.

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

(2)	The amounts shown above were determined as of December 31, 2013, which is the measurement date for pension benefits that is used in the Company's financial statements. In determining the present value of the pension benefits in the Pension Table shown above, the following material assumptions were used:

•	a discount rate of 4.75% for the Combined Plan, 4.00% for the HBB Plan and 4.25% for the SERP;

•	the RP2000 mortality table with mortality improvement projected to 2021 and no collar adjustment; and

•	assumed retirement age of 65 (or, if already 65, age in 2013) with no pre-retirement decrement.

(3)	The number of years of credited service taken into account to determine pension benefits for Mr. Benson was frozen on December 31, 2004. Mr. Salyer's traditional defined benefit pension was frozen on June 30, 1987. His cash balance benefits were effective January 1, 1992 and were frozen December 31, 1996.

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2.	Approval, for purposes of Section 162(m) of the Internal Revenue Code, of the Hamilton Beach Brands, Inc. Annual Incentive Compensation Plan (Effective January 1, 2014)

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

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

3.	Advisory Vote to Approve the Company's Executive Compensation

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•	attract, retain and motivate talented management;

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

•	make management long-term stakeholders in the Company; and

•	ensure management's interests are clearly aligned with those of our stockholders.

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•	the use of an independent compensation consultant;

•	the use of very limited change in control protections that do not provide for any tax-gross ups;

•	no guaranteed salaries or minimum bonuses for any NEO;

•	no severance or employment agreements with any NEO;

•	no active defined benefit plans or supplemental defined benefit retirement plans;

•	equity compensation awards must generally be held for a period of 10 years;

•	long-term incentive compensation awards are not taken into account for purposes of any retirement plan; and

•	we provide a modest level of cash-based perquisites.

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

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(1)	A Schedule 13G/A filed with the SEC with respect to Class A Common on February 10, 2014 reported that Dimensional Fund Advisors LP, which is referred to as Dimensional, may be deemed to beneficially own the shares of

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(2)	A Schedule 13G filed with the SEC with respect to Class A Common on February 10, 2014 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.

(3)	A Schedule 13G/A filed with the SEC with respect to Class A Common on February 14, 2014 reported that Beatrice B. Taplin may be deemed to beneficially own the shares of Class A Common reported above.

(4)	A Schedule 13G filed with the SEC with respect to Class A Common on February 13, 2014 reported that the Zuckerman Investment Group 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 of Class A Common within 60 days after February 28, 2014. The shares each non-employee director has the right to receive are not included in the table because the actual number of additional shares will be determined on April 1, 2014 by taking the amount of such director's quarterly retainer required to be paid in shares of Class A Common plus any voluntary portion of such director's quarterly retainer, if so elected, divided by the average of the closing price per share of Class A Common on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week of the calendar quarter ending on March 31, 2014.

(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 507,503 shares of Class A Common held by (a) members of Mr. Rankin's family, (b) trusts for the benefit of members of Mr. Rankin's family and (c) Associates and Rankin IV to the extent in excess of his pecuniary interest in each such entity.

(7)	Britton T. Taplin may be 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 may be 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.

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(9)

David B.H. Williams may be 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 may be deemed to share with his spouse voting and investment power over 45,836 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 3,039 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 7,430 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 45,836 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: (i) Mr. Rankin has disclaimed beneficial ownership in note (6) above; (ii) Mr. B. Taplin has disclaimed beneficial ownership in note (7) above; (iii) Mr. D. Taplin has disclaimed beneficial ownership in note (8) above; (iv) Mr. Williams has disclaimed beneficial ownership in note (9) above; and (v) Mr. Butler has disclaimed beneficial ownership in note (10) above. As described in note (5) above, the aggregate amount of Class A Common beneficially owned by all executive officers and directors as a group as set forth in the table above does not include shares that the non-employee directors have the right to acquire within 60 days after February 28, 2014 pursuant to the Non-Employee Directors' Plan.

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(1)

A Schedule 13D, which was filed with the SEC with respect to Class B Common and most recently amended on February 14, 2014, 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 97.58% of the Class B Common outstanding on February 28, 2014 or 69.85% 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 the right of first refusal. The stockholders' agreement does not restrict in any respect how a Signatory may vote such Signatory's shares of Class B Common.

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(2)

A Schedule 13D, which was filed with the SEC with respect to Class B Common and most recently amended on February 14, 2014, 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.

(3)	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.

(4)

A Schedule 13D, which was filed with the SEC with respect to Class B Common and most recently amended on February 14, 2014, 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.

(5)

Alfred M. Rankin, Jr. may be deemed to be a member of the group described in note (2) 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 (4) 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 751,723 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.

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

(7)	David B.H.Williams' spouse is a member of Rankin I and Rankin IV; therefore, he may be deemed to share beneficial ownership of 767,099 shares of Class B Common held by Rankin I and Rankin IV. Mr. Williams disclaims beneficial ownership of such shares. The Stockholders 13D reported that the Class B Common beneficially owned by Mr. Williams is subject to the stockholders' agreement.

(8)

J.C. Butler, Jr., an executive officer of NACCO, has a spouse who is a member of Rankin I and Rankin IV; therefore, Mr. Butler may be deemed to share beneficial ownership of 767,099 shares of Class B Common held by Rankin I and Rankin IV. Mr. Butler disclaims beneficial ownership of such shares. The Stockholders 13D reported that the Class B Common beneficially owned by Mr. Butler is subject to the stockholders' agreement.

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(9)

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 (5) above, Mr. Williams has disclaimed beneficial ownership in note (7) above and Mr. Butler has disclaimed beneficial ownership in note (8) above.

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1.	Effective Date

2.	Purpose of the Plan

3.	Application of Code Section 409A

4.	Definitions

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7.	Awards

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9.	Change in Control

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I. i.

Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders (as defined below), is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then outstanding voting securities of a Related Company (as defined below) entitled to vote generally in the election of directors (the “Outstanding Voting Securities”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities by any Person pursuant to an Excluded Business Combination (as defined below); or

ii.

The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of any Related Company or the acquisition of assets of another corporation, or other transaction involving a Related Company (“Business Combination”) excluding, however, such a Business Combination pursuant to which either of the following apply (such a Business Combination, an “Excluded Business Combination”) (A) a Business Combination involving Housewares Holding Co. (or any successor thereto) that relates solely to the business or assets of The Kitchen Collection, Inc. (or any successor thereto) or (B) a Business Combination pursuant to which the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of any Related Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns any Related Company or all or substantially all of the assets of any Related Company, either directly or through one or more subsidiaries).

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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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