NACCO INDUSTRIES INC

AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO EXPAND THE EXCULPATION PROVISION TO LIMIT LIABILITY OF CERTAIN OFFICERS

SEVENTH: To thefull fullest extent permitted by the General Corporation Law of the State of Delawareorand any other applicable lawsas presently currently or hereafter in effect, nomember of the Board of Directors ofdirector or officer of the Corporation shall be personally liable to the Corporation or its stockholders foror monetary damages for breach of fiduciary duty as a director or officer with respect to any acts or omissions in the performance of his or her duties as amember of the Board of Directors of the Corporation director or officer of the Corporation. Solely for purposes of this Article Seventh, “officer” shall have the meaning provided in Section 102(b)(7) of the General Corporation Law of the State of Delaware or any amendment or successor provision thereto. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of anymember of the Board of Directors of thedirector or officer of the Corporation for or with respect to any acts or omissions of such member director or officer occurring prior tothe effectiveness ofsuch amendment or repeal.