1
                                Exhibit 10(xxiii)




                    INSTRUMENT OF WITHDRAWAL AND TRANSFER OF
                              LIABILITIES FROM THE
                        NORTH AMERICAN COAL CORPORATION
              DEFERRED COMPENSATION PLAN FOR MANAGEMENT EMPLOYEES
              ---------------------------------------------------


                 NACCO Industries, Inc. ("NACCO") has provided excess Before
Tax and Matching Employer Contributions to certain of its employees ("NACCO
401(k) Employees") through The North American Coal Corporation Deferred
Compensation Plan for Management Employees (the "North American Coal Plan").
Effective January 1, 1995, NACCO shall provide such excess Before Tax and
Matching Employer Contributions to NACCO 401(k) Employees through the NACCO
Materials Handling Group, Inc. Unfunded Benefit Plan (the "Plan").  The
liabilities of NACCO to NACCO 401(k) Employees for such excess Before Tax and
Matching Employer Contributions shall continue after January 1, 1995, under the
Plan.  Any such liabilities of NACCO existing as of December 31, 1994 under the
North American Coal Plan shall be transferred from the North American Coal Plan
to the Plan effective January 1, 1995.  NACCO hereby withdraws from the
North American Coal Plan effective December 31, 1994.


Date: 12/30/94                                NACCO INDUSTRIES, INC.
              

                                              By: Steven M. Billick
                                                 ------------------

                                              Title: Vice President & Controller
                                                    ----------------------------

                 This Instrument of Withdrawal and Transfer of Liabilities and
the terms and provisions hereof are hereby consented to by The North American
Coal Corporation, the sponsor of the North American Coal Plan.

                                              THE NORTH AMERICAN COAL
                                              CORPORATION
                                              
                                              
                                              By: Charles A. Bittenbender 
                                                 ------------------------
                                              
                                              Title: Assistant Secretary  
                                                    --------------------
                                              
                                              


CL Doc: 137632.1
NYMAIN Doc: 93993.1
504810-145-019