Exhibit 10 (clv)








                                AMENDMENT NO. 2
                                     TO THE
                       HAMILTON BEACH/PROCTOR-SILEX, INC.
                         DEFERRED COMPENSATION PLAN FOR
                                GEORGE C. NEBEL


                 Hamilton Beach/Proctor-Silex, Inc. hereby adopts this
       Amendment No. 2 to the Deferred Compensation Plan for George C.
       Nebel (the "Plan"), effective as of January 1, 1994.

                                   SECTION 1

                 Section 2 of the Plan is hereby amended by adding the
       following new Subsection (h) to the end thereof, to read as
       follows:

                 "(h)  "Adjusted ROE"  shall mean the average return on
       equity of Hamilton Beach/Proctor-Silex, Inc. calculated for the
       applicable time period, based on the following formula:

  Net Income (before extraordinary charges) + Amortization of Goodwill
  Weighted Average (Shareholder Equity + Accumulated Amortization of Goodwill)

       Adjusted ROE shall be determined at least annually by Hamilton
       Beach/Proctor-Silex, Inc."


                                   SECTION 2

                 Section 6 of the Plan is hereby amended in its entirety
       to read as follows:

                 "6.  EARNINGS.

                 (a)  At the end of each calendar month during a
       calendar year, the Participant's Account shall be credited with
       an amount determined by multiplying such Participant's average
       Account balance during such month by the blended rate earned
       during such month by the Stable Asset Fund under the Savings
       Plan.  Notwithstanding the foregoing, in the event that the
       Adjusted ROE determined for such calendar year exceeds the rate
       credited to the Participant's Account under the preceding
       sentence, the Participant's Account shall retroactively be
       credited with the difference between (i) the amount determined
       under the preceding sentence, and (ii) the amount determined by
       multiplying the Participant's average Account balance during each
       month of such calendar year by the Average ROE determined for
       such calendar year, compounded monthly.





                                        2

                        (b)  Notwithstanding the foregoing, in the event that
       the Participant is entitled to receive a distribution of his
       Account prior to December 31 of any given Plan Year, the Adjusted
       ROE calculation described in the second sentence of paragraph (a)
       above shall be made based on the year-to-date Adjusted ROE for
       the month ending prior to the date the Participant becomes
       entitled to receive such distribution, as calculated by Hamilton
       Beach/Proctor-Silex, Inc.  The Stable Asset Fund calculation
       described in the first sentence of paragraph (a) above for the
       month in which the Participant receives the distribution of his
       Account shall be based on the blended rate earned during the
       preceding month by the Stable Asset Fund."

                 Executed this 12th day of July, 1994.


                                     HAMILTON BEACH/PROCTOR-SILEX, INC.



                                  By:    Ronald C. Eksten
                                  Title: Vice President