COLUMBUS
McKINNON CORPORATION


EMPLOYEE
STOCK OWNERSHIP PLAN





Amendment
No. 13 of the 1989 Plan Restatement








Columbus McKinnon Corporation (the
"Company") hereby amends the Columbus McKinnon Corporation Employee Stock
Ownership Plan (the "Plan"), as amended and restated in its entirety effective
April 1, 1989, and as further amended by Amendment Nos. 1 through 12, as
permitted under Section 11.1 of the Plan, in order to reflect Treasury
regulations issued under Code Section 415 in April 2007, as
follows:





1.           Section
1.6, entitled “Annual Earnings”, is amended effective April 1, 2008 by revising
the first paragraph of Section 1.6(a) to read as follows:





(a)           In
General.  “Annual Earnings” means all salary or wages actually
paid to an Employee during the calendar year by the Corporation and each of its
Affiliates.  As used in this Section 1.6(a), the term “salary or
wages” means salary or wages required to reported on the Employee’s federal
income tax withholding statement within the meaning of Treasury Regulation §1.415(c)-2(d)(4).  Effective April 1, 2008, an amount
is not Annual Earnings if it is paid after the Participant’s severance from
employment unless (i) the Participant is in qualified military service (as
defined in Code Section 414(u)), (ii) the Participant is permanently and totally
disabled (as defined in Code Section 22(e)(3)), or (iii) the amount is paid by
the later of 2-1/2 months after severance from employment or the end of the year
that includes the date of severance from employment and is described in Treasury
Regulation §1.415(c)-2(e)(3)(ii) or (iii).(The emphasis is
not included in the amendment.)








2.           Section
13.2, entitled “Definitions and Rules of Interpretation”, is amended effective
April 1, 2008 by revising Section 13.2(h) to read as follows:





(h)           “Section 415 Compensation”
means with respect to a Limitation Year, “participant’s compensation” as defined
under Code Section 415(c)(3) and Treasury Regulation §1.415(c)-2(d)(4)
thereunder.  Effective April 1, 2008, an amount
is not Section 415 Compensation if it is paid after the Participant’s severance
from employment unless (i) the Participant is in qualified military service (as
defined in Code Section 414(u)), (ii) the Participant is permanently and totally
disabled (as defined in Code Section 22(e)(3)), or (iii) the amount is paid by
the later of 2-1/2 months after severance from employment or the end of the year
that includes the date of severance from employment and is described in Treasury
Regulation §1.415(c)-2(e)(3)(ii) or (iii).In no event
shall a Participant’s Section 415 Compensation for a Limitation Year beginning
on or after April 1, 1989 exceed the applicable Code
Section 401(a)(17) Limit set forth in Section 1.6(b).  (The
emphasis is not included in the amendment.)











3.           Section
13.5, entitled “Adjustment to Reduce Annual Addition”, is amended effective
April 1, 2008 to read as follows:





13.5                      Adjustment to Reduce Annual
Addition


.  A
Participant’s Annual Addition under the Plan shall be reduced if necessary to
satisfy the limitation of Section  13.3 at such times and in such manner as
may be provided in Revenue Procedure 2006-27 or similar guidance issued by the
Internal Revenue Service.








4.           Section
14.2, entitled “Definitions”, is amended effective April 1, 2008 by revising
Section 14.2(i) to read as follows:





(i)           “Section 416 Compensation”
means “participant’s compensation” as defined under Code Section 415(c)(3) and
Treasury Regulation §1.415(c)-2(d)(4) thereunder
or such other definition as may be required under Code Section
416.  Effective
April 1, 2008, an amount is not Section 415 Compensation if it is paid after the
Participant’s severance from employment unless (i) the Participant is in
qualified military service (as defined in Code Section 414(u)), (ii) the
Participant is permanently and totally disabled (as defined in Code Section
22(e)(3)), or (iii) the amount is paid by the later of 2-1/2 months after
severance from employment or the end of the year that includes the date of
severance from employment and is described in Treasury Regulation
§1.415(c)-2(e)(3)(ii) or (iii).The same
definition of Section 416 Compensation shall be used for all purposes of this
ARTICLE 14 for a Plan Year but may be different in another Plan
Year.  (The emphasis is not included in the amendment.)








IN WITNESS WHEREOF, this instrument of
amendment has been executed by a duly authorize officer of the Corporation this
19th day of December, 2008, to be effective as of the dates recited
herein.








COLUMBUS McKINNON
CORPORATION








By     Richard A.
Steinberg








Title: Vice
President