AMENDMENT NO. 4
                                   TO
                  THE NORTH AMERICAN COAL CORPORATION
                    SALARIED EMPLOYEES PENSION PLAN
            (As Amended and Restated as of January 1, 1989)

             The North American Coal Corporation hereby adopts this
   Amendment No. 4 to The North American Coal Corporation Salaried
   Employees Pension Plan (As Amended and Restated as of January 1,
   1989) (the "Plan").  The provisions of this Amendment shall be
   effective as of January 1, 1994.  Words and phrases used herein
   with initial capital letters which are defined in the Plan are
   used herein as so defined.


                               Section 1

             A new Section 1.31A is hereby added to the Plan,
   immediately following Section 1.31, to read as follows:

             "1.31A  Indexed Merged Plan Benefit:  The Indexed
        Merged Plan Benefit is calculated by increasing the
        Participant's accrued benefit under the Merged Plan as of
        December 31, 1993, determined in accordance with the terms
        of the Merged Plan then in effect, expressed as a monthly
        benefit payable in the form of a single life annuity
        (without ancillary benefits) commencing on the Participant's
        Normal Retirement Date, increased as set forth in the
        following sentence.  The increase described in the preceding
        sentence shall be calculated at the rate of 4%, compounded
        annually, for the number of full years between January 1,
        1994 and the earlier of the Participant's first termination
        of employment for any reason with the Controlled Group
        (including retirement, death or disability) or the
        termination of the Plan, and with simple interest at the
        rate of .333% per month for any remaining full months to the
        earlier of such termination of employment or the termination
        of the Plan.  The increase described in this Subsection
        shall apply only to those Participants listed on Exhibit C
        hereto (a) who were employed by NACCO Industries, Inc. on
        December 31, 1993 or who transferred employment from NACCO
        Industries, Inc. to another Controlled Group Member during
        1993, (b) who had an accrued benefit under the Merged Plan
        as of such date, and (c) whose Compensation did not exceed
        $100,000 for the 1993 Plan Year, other than Participants who
        continued to accrue benefits under the Plan as of January 1,
        1994.


                               Section 2

             Section 1.36 of the Plan is hereby amended in its
   entirety to read as follows:






                                                                   2

             "1.36  Minimum Benefit:  For a Participant who was a
        Participant in the Plan on December 31, 1988, the
        Participant's Accrued Benefit as of December 31, 1988
        determined in accordance with the benefit formula contained
        in Exhibit B attached hereto.  For a Participant who was a
        participant in the Merged Plan, the Participant's Indexed
        Merged Plan Benefit (if applicable) or his accrued benefit
        under the Merged Plan.  In the event that a Participant is
        described in both of the preceding sentences, the
        Participant's Minimum Benefit shall be the greater of the
        amounts determined under such sentence."


                               Section 3

             The last sentence of Section 3.01 of the Plan (which
   was added by Amendment No. 2 to the Plan) is hereby amended in
   its entirety to read as follows:

        "Notwithstanding the foregoing, except as specifically
        described in Section 1.31A, the benefit payable as of
        December 31, 1993 with respect to an Employee who was a
        participant in the Merged Plan on December 31, 1993 (which
        Plan was frozen as of such date) shall be determined by and
        paid in accordance with the terms and provisions of the
        Merged Plan as in effect on such date."


             EXECUTED this 25th day of October, 1994, to be
   effective as stated herein.


                            THE NORTH AMERICAN COAL CORPORATION


                            By      Thomas A. Koza
                            Title:  Vice President - Law
                                      and Administration