EXHIBIT 10(lxxiv)

                                 AMENDMENT NO. 2
                                     TO THE
                      NACCO MATERIALS HANDLING GROUP, INC.
                      LONG-TERM INCENTIVE COMPENSATION PLAN
                        (EFFECTIVE AS OF JANUARY 1, 2000)

         NACCO Materials Handling Group, Inc. (the "Company"), on the order of
the Compensation Committee of the Board of Directors of the Company, hereby
adopts this Amendment No. 2 to the NACCO Materials Handling Group, Inc.
Long-Term Incentive Compensation Plan (Effective as of January 1, 2000) (the
"Plan") effective as of the dates indicated herein. Words and phrases used
herein with initial capital letters which are defined in the Plan are used
herein as so defined.

                                    Section 1

         Effective as of January 1, 2003, clause (c) of the second sentence of
Section 4 of the Plan is hereby amended in its entirety to read as follows:

"(c) salaried employees of the Company or a Subsidiary who are participants in
the NACCO Materials Handling Group, Inc. Senior Executive Long-Term Incentive
Compensation Plan for a particular Award Year shall not be eligible to
participate in this Plan and receive an Award hereunder for the same Award
Year."

                                    Section 2

         Effective as of January 1, 2002, Section 5(b) of the Plan is hereby
amended in its entirety to read as follows:

         "Effective during April of the calendar year following the Award Year,
the Committee shall approve (i) a preliminary calculation of the amount of each
Award based upon the application of the formula (as in effect at the calculation
date) and actual performance to the Target Awards previously determined in
accordance with Section 5(a); and (ii) a final calculation of the amount of each
Award to be granted to each Participant for the Award Year (the "Grant Date" of
such Award being January 1st of the calendar year following the Award Year). The
Committee shall have the power to increase or decrease the amount of any Award
above or below the amount determined in accordance with Section 5(b)(i);
provided, however, no Award, including any Award equal to the Target Award,
shall be payable under the Plan to any Participant except as determined by the
Committee."

                                    Section 3

         Effective as of January 1, 2003, Section 5(c) of the Plan is hereby
amended in its entirety to read as follows:

         "(c) Calculations of Target Awards shall initially be based on the
Participant's Hay Salary Grade as of January 1 of the Award Year. However, as
determined by the Chief Executive Officer of the Company with the consent of the
Committee (in their sole and absolute



                                                                               2

discretion) if (i) a Participant receives a change in Hay Salary Grade, salary
midpoint and/or long-term incentive compensation target percentage, such change
may be reflected in a pro-rata Target Award and (ii) employees hired into or
promoted into a position eligible to participate in the Plan (as specified in
Section 4 above) during an Award Year will, if designated as a Plan Participant
by the Chief Executive Officer of the Company with the consent of the Committee,
be assigned a pro-rated Target Award based on their length of service during an
Award Year. In order to be eligible to receive an Award for an Award Year, the
Participant must be employed by the Company or a Subsidiary and must be a
Participant on December 31 of the Award Year; provided, however, that if a
Participant dies, becomes disabled or Retires during the Award Year, the
Participant shall be entitled to a pro-rata portion of the Award for such Award
Year, based on the number of days the Participant was actually employed by the
Company or a Subsidiary during the Award Year."

                           EXECUTED this 12th day of February, 2003.

                                            NACCO MATERIALS HANDLING GROUP, INC.

                                            By: /s/ Charles A. Bittenbender
                                               ----------------------------
                                            Title: Assistant Secretary