NACCO INDUSTRIES INC
EXHIBIT 10(CXXIX)
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<TYPE>EX-10.CXXIX
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<FILENAME>l99144aexv10wcxxix.txt
<DESCRIPTION>EXHIBIT 10(CXXIX)
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                                                               EXHIBIT 10(cxxix)

                             AMENDMENT NO. 3 TO THE
                       HAMILTON BEACH/PROCTOR-SILEX, INC.
                      LONG-TERM INCENTIVE COMPENSATION PLAN

         Hamilton Beach/Proctor-Silex, Inc. hereby adopts this Amendment No. 3
to the Hamilton Beach/Proctor-Silex, Inc. Long-Term Incentive Compensation Plan
(the "Plan"), effective as of December 31, 2002. Words and phrases used herein
with initial capital letters which are defined in the Plan are used herein as so
defined.

                                    SECTION 1

         The Plan is hereby amended by adding the following new paragraphs to
the beginning thereof, to read as follows:

              "Freeze of Benefits, Vesting and Termination of Plan

         Effective as of January 1, 2003, the Company has decided to replace the
Plan with another incentive compensation plan. Consequently, notwithstanding
anything in the Plan to the contrary:

         1.       Effective as of December 31, 2002, no additional Awards shall
                  be made under the Plan and benefits under the Plan shall be
                  frozen. Since, under Sections 2(c) and 5.2(d) of the Plan, the
                  Book Value of the Book Value Appreciation Units is determined
                  as of the Quarter Date coincident with or immediately
                  preceding the applicable date, all Book Value Appreciation
                  Units currently outstanding under the Plan shall be valued as
                  of December 31, 2002, which is the Quarter Date coincident
                  with the date on which benefits under the Plan were frozen.

         2.       In addition, effective as of December 31, 2002, pursuant to
                  the powers granted to the Committee under Section 8 hereof,
                  the Plan is hereby terminated. Under Section 5.2(a)(iv) of the
                  Plan, therefore, all outstanding Book Value Appreciation Units
                  shall be vested as of the date of termination. As such, as
                  soon as practicable after that date, grantees shall receive a
                  check in full payment of such Book Value Appreciation Units or
                  the value thereof shall be deferred under and into the
                  Unfunded Plan (for those grantees who have made an irrevocable
                  election to defer receipt of all or part of their Book Value
                  Appreciation Units in accordance with Section 5.29c) hereof
                  and the terms of the Unfunded Plan)."

         EXECUTED this 29th day of August, 2002.

                                 HAMILTON BEACH/PROCTOR-SILEX, INC.

                                 By: /s/ Michael J. Morecroft
                                     ----------------------------------------
                                     Title:  President & Chief Executive Officer


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