HYSTER-YALE MATERIALS HANDLING INC

PROPOSED AMENDMENT TO ARTICLE VIII OF THE SECOND AMENDED AND RESTATED

CERTIFICATION OF INCORPORATION OF HYSTER-YALE MATERIALS HANDLING, INC.

ARTICLE VIII

To the fullest extent permitted by the General Corporation Law of the State of Delawareorand any other applicable lawsas presently currently or hereafter in effect, nomember director or officer of the Board of Directors Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a directoror officer with respect to any acts or omissions in the performance of his or her duties as amember of the Board of Directors director or officer of the Corporation. Solely for purposes of this Article VIII, “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 VIII shall apply to or have any effect on the liability or alleged liability of anymember director or officer of the Board of Directors Corporation for or with respect to any acts or omissions of such member director or officer occurring prior tothe effectiveness ofsuch amendment or repeal.