COLUMBUS MCKINNON CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN

                  AMENDMENT NO. 11 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 10, as permitted  under Section 11.1 of the
Plan, as follows:

1.       Section 7.9,  entitled "Required  Minimum  Distributions",  is  amended
effective January 1, 2003 to read as follows:


"7.9     REQUIRED MINIMUM DISTRIBUTIONS.

         (A)      GENERAL RULES

                  (1) EFFECTIVE  DATE.  THE PROVISIONS OF THIS SECTION 7.9 SHALL
         APPLY FOR PURPOSES OF DETERMINING  REQUIRED MINIMUM  DISTRIBUTIONS  FOR
         CALENDAR YEARS BEGINNING WITH THE 2003 CALENDAR YEAR.

                  (2)  PRECEDENCE.  THE  REQUIREMENTS  OF THIS SECTION 7.9 SHALL
         TAKE PRECEDENCE OVER ANY INCONSISTENT PROVISIONS OF THE PLAN.

                  (3)  REQUIREMENTS OF TREASURY  REGULATIONS  INCORPORATED.  ALL
         DISTRIBUTIONS  REQUIRED  UNDER THIS SECTION 7.9 SHALL BE DETERMINED AND
         MADE  IN  ACCORDANCE  WITH  THE  TREASURY   REGULATIONS  UNDER  SECTION
         401(A)(9) OF THE INTERNAL REVENUE CODE.

                  (4) THIS SECTION DOES NOT GRANT RIGHTS. THE PROVISIONS OF THIS
         SECTION  7.9 ARE  INCLUDED IN THE PLAN AS  LIMITATIONS  REQUIRED BY THE
         CODE,  AND NO  PROVISION  HEREOF  SHALL  BE  CONSTRUED  TO  EXPAND  THE
         AVAILABILITY  OF  FORMS OF  DISTRIBUTION,  WHICH  SHALL  BE  DETERMINED
         EXCLUSIVELY UNDER SECTION 7.2.

         (B)      TIME AND MANNER OF DISTRIBUTION.

                  (1) REQUIRED BEGINNING DATE. THE PARTICIPANT'S ENTIRE INTEREST
         SHALL BE DISTRIBUTED, OR BEGIN TO BE DISTRIBUTED, TO THE PARTICIPANT NO
         LATER THAN THE PARTICIPANT'S REQUIRED BEGINNING DATE.

                  (2) DEATH OF PARTICIPANT  BEFORE  DISTRIBUTIONS  BEGIN. IF THE
         PARTICIPANT DIES BEFORE  DISTRIBUTIONS  BEGIN, THE PARTICIPANT'S ENTIRE
         INTEREST SHALL BE  DISTRIBUTED,  OR BEGIN TO BE  DISTRIBUTED,  NO LATER
         THAN AS FOLLOWS:















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                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                            Page 2 of  Amendment No. 11 of 1989 Plan Restatement


                           (A)  IF THE  PARTICIPANT'S  SURVIVING  SPOUSE  IS THE
                  PARTICIPANT'S SOLE DESIGNATED BENEFICIARY,  THEN DISTRIBUTIONS
                  TO THE  SURVIVING  SPOUSE  SHALL  BEGIN BY  DECEMBER 31 OF THE
                  CALENDAR YEAR IMMEDIATELY FOLLOWING THE CALENDAR YEAR IN WHICH
                  THE  PARTICIPANT  DIED, OR BY DECEMBER 31 OF THE CALENDAR YEAR
                  IN WHICH THE  PARTICIPANT  WOULD HAVE  ATTAINED AGE 70 1/2, IF
                  LATER.

                           (B) IF THE PARTICIPANT'S  SURVIVING SPOUSE IS NOT THE
                  PARTICIPANT'S SOLE DESIGNATED BENEFICIARY,  THEN DISTRIBUTIONS
                  TO THE  DESIGNATED  BENEFICIARY  SHALL BEGIN BY DECEMBER 31 OF
                  THE CALENDAR YEAR  IMMEDIATELY  FOLLOWING THE CALENDAR YEAR IN
                  WHICH THE PARTICIPANT DIED.

                           (C)  IF  THERE  IS NO  DESIGNATED  BENEFICIARY  AS OF
                  SEPTEMBER   30  OF  THE  YEAR   FOLLOWING   THE  YEAR  OF  THE
                  PARTICIPANT'S  DEATH, THE PARTICIPANT'S  ENTIRE INTEREST SHALL
                  BE DISTRIBUTED BY DECEMBER 31 OF THE CALENDAR YEAR  CONTAINING
                  THE FIFTH ANNIVERSARY OF THE PARTICIPANT'S DEATH.

                           (D)  IF THE  PARTICIPANT'S  SURVIVING  SPOUSE  IS THE
                  PARTICIPANT'S  SOLE  DESIGNATED  BENEFICIARY AND THE SURVIVING
                  SPOUSE DIES AFTER THE PARTICIPANT BUT BEFORE  DISTRIBUTIONS TO
                  THE SURVIVING  SPOUSE BEGIN,  THIS SECTION 7.9(B),  OTHER THAN
                  SECTION 7.9(B)(1), SHALL APPLY AS IF THE SURVIVING SPOUSE WERE
                  THE PARTICIPANT.

         FOR  PURPOSES OF THIS  SECTION  7.9(B)(2)  AND SECTION  7.9(D),  UNLESS
         SECTION 7.9(B)(2)(D) APPLIES,  DISTRIBUTIONS ARE CONSIDERED TO BEGIN ON
         THE  PARTICIPANT'S  REQUIRED  BEGINNING  DATE. IF SECTION  7.9(B)(2)(D)
         APPLIES,   DISTRIBUTIONS   ARE   CONSIDERED   TO   BEGIN  ON  THE  DATE
         DISTRIBUTIONS  ARE  REQUIRED  TO BEGIN TO THE  SURVIVING  SPOUSE  UNDER
         SECTION 7.9(B)(2)(A).  IF DISTRIBUTIONS UNDER AN ANNUITY PURCHASED FROM
         AN INSURANCE COMPANY IRREVOCABLY COMMENCE TO THE PARTICIPANT BEFORE THE
         PARTICIPANT'S   REQUIRED   BEGINNING  DATE  (OR  TO  THE  PARTICIPANT'S
         SURVIVING SPOUSE BEFORE THE DATE DISTRIBUTIONS ARE REQUIRED TO BEGIN TO
         THE   SURVIVING   SPOUSE   UNDER   SECTION   7.9(B)(2)(A)),   THE  DATE
         DISTRIBUTIONS  ARE  CONSIDERED  TO  BEGIN  IS  THE  DATE  DISTRIBUTIONS
         ACTUALLY COMMENCE.

                  (3) FORMS OF DISTRIBUTION.  UNLESS THE PARTICIPANT'S  INTEREST
         IS  DISTRIBUTED  IN THE FORM OF AN ANNUITY  PURCHASED FROM AN INSURANCE
         COMPANY OR IN A SINGLE SUM ON OR BEFORE THE REQUIRED BEGINNING DATE, AS
         OF THE FIRST DISTRIBUTION  CALENDAR YEAR DISTRIBUTIONS SHALL BE MADE IN
         ACCORDANCE  WITH  SUBSECTIONS  (C) AND (D) OF THIS  SECTION 7.9. IF THE
         PARTICIPANT'S  INTEREST  IS  DISTRIBUTED  IN  THE  FORM  OF AN  ANNUITY
         PURCHASED FROM AN INSURANCE COMPANY,  DISTRIBUTIONS THEREUNDER SHALL BE
         MADE IN ACCORDANCE WITH THE  REQUIREMENTS  OF SECTION  401(A)(9) OF THE
         CODE AND THE TREASURY REGULATIONS.

         (C)      REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME.









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                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                            Page 3 of  Amendment No. 11 of 1989 Plan Restatement


                  (1)  AMOUNT  OF  REQUIRED   MINIMUM   DISTRIBUTION   FOR  EACH
         DISTRIBUTION  CALENDAR YEAR.  DURING THE  PARTICIPANT'S  LIFETIME,  THE
         MINIMUM AMOUNT THAT SHALL BE DISTRIBUTED FOR EACH DISTRIBUTION CALENDAR
         YEAR IS THE LESSER OF:

                           (A)   THE   QUOTIENT   OBTAINED   BY   DIVIDING   THE
                  PARTICIPANT'S  ACCOUNT BALANCE BY THE  DISTRIBUTION  PERIOD IN
                  THE UNIFORM LIFETIME TABLE SET FORTH IN SECTION  1.401(A)(9)-9
                  OF THE TREASURY REGULATIONS, USING THE PARTICIPANT'S AGE AS OF
                  THE PARTICIPANT'S  BIRTHDAY IN THE DISTRIBUTION CALENDAR YEAR;
                  OR

                           (B) IF THE PARTICIPANT'S SOLE DESIGNATED  BENEFICIARY
                  FOR  THE  DISTRIBUTION  CALENDAR  YEAR  IS  THE  PARTICIPANT'S
                  SPOUSE,  THE QUOTIENT  OBTAINED BY DIVIDING THE  PARTICIPANT'S
                  ACCOUNT  BALANCE BY THE NUMBER IN THE JOINT AND LAST  SURVIVOR
                  TABLE  SET  FORTH IN  SECTION  1.401(A)(9)-9  OF THE  TREASURY
                  REGULATIONS,  USING THE  PARTICIPANT'S  AND SPOUSE'S  ATTAINED
                  AGES AS OF THE  PARTICIPANT'S  AND  SPOUSE'S  BIRTHDAYS IN THE
                  DISTRIBUTION CALENDAR YEAR.

                  (2) LIFETIME REQUIRED MINIMUM  DISTRIBUTIONS  CONTINUE THROUGH
         YEAR OF PARTICIPANT'S  DEATH.  REQUIRED MINIMUM  DISTRIBUTIONS SHALL BE
         DETERMINED   UNDER  THIS  SECTION  7.9(C)   BEGINNING  WITH  THE  FIRST
         DISTRIBUTION  CALENDAR YEAR AND UP TO AND  INCLUDING  THE  DISTRIBUTION
         CALENDAR YEAR THAT INCLUDES THE PARTICIPANT'S DATE OF DEATH.

         (D)      REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH.

                  (1)      DEATH ON OR AFTER DATE DISTRIBUTIONS BEGIN.

                           (A) PARTICIPANT  SURVIVED BY DESIGNATED  BENEFICIARY.
                  IF THE  PARTICIPANT  DIES ON OR AFTER  THE DATE  DISTRIBUTIONS
                  BEGIN  AND  THERE IS A  DESIGNATED  BENEFICIARY,  THE  MINIMUM
                  AMOUNT  THAT  SHALL  BE  DISTRIBUTED  FOR  EACH   DISTRIBUTION
                  CALENDAR YEAR AFTER THE YEAR OF THE PARTICIPANT'S DEATH IS THE
                  QUOTIENT  OBTAINED  BY  DIVIDING  THE  PARTICIPANT'S   ACCOUNT
                  BALANCE BY THE LONGER OF THE REMAINING LIFE  EXPECTANCY OF THE
                  PARTICIPANT   OR  THE   REMAINING   LIFE   EXPECTANCY  OF  THE
                  PARTICIPANT'S DESIGNATED BENEFICIARY, DETERMINED AS FOLLOWS:

                                    (I)   THE   PARTICIPANT'S   REMAINING   LIFE
                           EXPECTANCY  IS  CALCULATED   USING  THE  AGE  OF  THE
                           PARTICIPANT IN THE YEAR OF DEATH,  REDUCED BY ONE FOR
                           EACH SUBSEQUENT YEAR.

                                    (II) IF THE  PARTICIPANT'S  SURVIVING SPOUSE
                           IS THE PARTICIPANT'S SOLE DESIGNATED BENEFICIARY, THE
                           REMAINING LIFE EXPECTANCY OF THE SURVIVING  SPOUSE IS
                           CALCULATED FOR EACH DISTRIBUTION  CALENDAR YEAR AFTER
                           THE  YEAR  OF  THE  PARTICIPANT'S   DEATH  USING  THE
                           SURVIVING SPOUSE'S AGE AS OF THE SPOUSE'S BIRTHDAY IN
                           THAT YEAR. FOR DISTRIBUTION  CALENDAR YEARS AFTER THE
                           YEAR OF THE SURVIVING  SPOUSE'S DEATH,  THE REMAINING
                           LIFE EXPECTANCY OF THE SURVIVING SPOUSE IS CALCULATED




<PAGE>
                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                            Page 4 of  Amendment No. 11 of 1989 Plan Restatement


                           USING  THE  AGE OF  THE  SURVIVING  SPOUSE  AS OF THE
                           SPOUSE'S   BIRTHDAY  IN  THE  CALENDAR  YEAR  OF  THE
                           SPOUSE'S  DEATH,  REDUCED BY ONE FOR EACH  SUBSEQUENT
                           CALENDAR YEAR.

                                    (III) IF THE PARTICIPANT'S  SURVIVING SPOUSE
                           IS NOT THE PARTICIPANT'S SOLE DESIGNATED BENEFICIARY,
                           THE   DESIGNATED    BENEFICIARY'S    REMAINING   LIFE
                           EXPECTANCY  IS  CALCULATED   USING  THE  AGE  OF  THE
                           BENEFICIARY  IN THE  YEAR  FOLLOWING  THE YEAR OF THE
                           PARTICIPANT'S   DEATH,   REDUCED   BY  ONE  FOR  EACH
                           SUBSEQUENT YEAR.

                           (B) NO  DESIGNATED  BENEFICIARY.  IF THE  PARTICIPANT
                  DIES ON OR AFTER THE DATE DISTRIBUTIONS  BEGIN AND THERE IS NO
                  DESIGNATED  BENEFICIARY  AS OF  SEPTEMBER 30 OF THE YEAR AFTER
                  THE YEAR OF THE  PARTICIPANT'S  DEATH, THE MINIMUM AMOUNT THAT
                  SHALL BE DISTRIBUTED FOR EACH DISTRIBUTION CALENDAR YEAR AFTER
                  THE YEAR OF THE  PARTICIPANT'S  DEATH IS THE QUOTIENT OBTAINED
                  BY  DIVIDING  THE   PARTICIPANT'S   ACCOUNT   BALANCE  BY  THE
                  PARTICIPANT'S  REMAINING LIFE EXPECTANCY  CALCULATED USING THE
                  AGE OF THE  PARTICIPANT  IN THE YEAR OF DEATH,  REDUCED BY ONE
                  FOR EACH SUBSEQUENT YEAR.

                  (2)      DEATH BEFORE DATE DISTRIBUTIONS BEGIN.

                           (A) PARTICIPANT  SURVIVED BY DESIGNATED  BENEFICIARY.
                  IF THE PARTICIPANT  DIES BEFORE THE DATE  DISTRIBUTIONS  BEGIN
                  AND THERE IS A DESIGNATED BENEFICIARY, THE MINIMUM AMOUNT THAT
                  SHALL BE DISTRIBUTED FOR EACH DISTRIBUTION CALENDAR YEAR AFTER
                  THE YEAR OF THE  PARTICIPANT'S  DEATH IS THE QUOTIENT OBTAINED
                  BY DIVIDING THE PARTICIPANT'S ACCOUNT BALANCE BY THE REMAINING
                  LIFE EXPECTANCY OF THE PARTICIPANT'S  DESIGNATED  BENEFICIARY,
                  DETERMINED AS PROVIDED IN SECTION 7.9(D)(1).

                           (B) NO  DESIGNATED  BENEFICIARY.  IF THE  PARTICIPANT
                  DIES  BEFORE  THE DATE  DISTRIBUTIONS  BEGIN  AND  THERE IS NO
                  DESIGNATED   BENEFICIARY  AS  OF  SEPTEMBER  30  OF  THE  YEAR
                  FOLLOWING THE YEAR OF THE PARTICIPANT'S DEATH, DISTRIBUTION OF
                  THE  PARTICIPANT'S  ENTIRE  INTEREST  SHALL  BE  COMPLETED  BY
                  DECEMBER  31  OF  THE  CALENDAR   YEAR   CONTAINING   THE  5TH
                  ANNIVERSARY OF THE PARTICIPANT'S DEATH.

                           (C) DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO
                  SURVIVING  SPOUSE ARE  REQUIRED TO BEGIN.  IF THE  PARTICIPANT
                  DIES BEFORE THE DATE  DISTRIBUTIONS  BEGIN, THE  PARTICIPANT'S
                  SURVIVING   SPOUSE  IS  THE   PARTICIPANT'S   SOLE  DESIGNATED
                  BENEFICIARY,    AND   THE   SURVIVING   SPOUSE   DIES   BEFORE
                  DISTRIBUTIONS  ARE REQUIRED TO BEGIN TO THE  SURVIVING  SPOUSE
                  UNDER SECTION 7.9(B)(2)(A), THIS SECTION 7.9(D)(2) SHALL APPLY
                  AS IF THE SURVIVING SPOUSE WERE THE PARTICIPANT.

         (E)      DEFINITIONS.







<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                            Page 5 of  Amendment No. 11 of 1989 Plan Restatement


                  (1) DESIGNATED  BENEFICIARY.  THE INDIVIDUAL WHO IS DESIGNATED
         AS THE BENEFICIARY  UNDER SECTION 9.3 OF THE PLAN AND IS THE DESIGNATED
         BENEFICIARY  UNDER SECTION  401(A)(9) OF THE INTERNAL  REVENUE CODE AND
         SECTION 1.401(A)(9)-1, Q&A-4, OF THE TREASURY REGULATIONS.

                  (2)  DISTRIBUTION  CALENDAR  YEAR. A CALENDAR YEAR FOR WHICH A
         MINIMUM  DISTRIBUTION IS REQUIRED.  FOR DISTRIBUTIONS  BEGINNING BEFORE
         THE PARTICIPANT'S  DEATH, THE FIRST  DISTRIBUTION  CALENDAR YEAR IS THE
         CALENDAR YEAR  IMMEDIATELY  PRECEDING THE CALENDAR YEAR WHICH  CONTAINS
         THE PARTICIPANT'S REQUIRED BEGINNING DATE. FOR DISTRIBUTIONS  BEGINNING
         AFTER THE PARTICIPANT'S DEATH, THE FIRST DISTRIBUTION  CALENDAR YEAR IS
         THE CALENDAR  YEAR IN WHICH  DISTRIBUTIONS  ARE REQUIRED TO BEGIN UNDER
         SECTION   7.9(B)(2).   THE  REQUIRED   MINIMUM   DISTRIBUTION  FOR  THE
         PARTICIPANT'S  FIRST  DISTRIBUTION  CALENDAR  YEAR  SHALL BE MADE ON OR
         BEFORE THE PARTICIPANT'S  REQUIRED BEGINNING DATE. THE REQUIRED MINIMUM
         DISTRIBUTION  FOR OTHER  DISTRIBUTION  CALENDAR  YEARS,  INCLUDING  THE
         REQUIRED MINIMUM  DISTRIBUTION  FOR THE  DISTRIBUTION  CALENDAR YEAR IN
         WHICH THE PARTICIPANT'S  REQUIRED BEGINNING DATE OCCURS,  SHALL BE MADE
         ON OR BEFORE DECEMBER 31 OF THAT DISTRIBUTION CALENDAR YEAR.

                  (3) LIFE EXPECTANCY. LIFE EXPECTANCY AS COMPUTED BY USE OF THE
         SINGLE LIFE TABLE IN SECTION 1.401(A)(9)-9 OF THE TREASURY REGULATIONS.

                  (4) PARTICIPANT'S  ACCOUNT BALANCE.  THE ACCOUNT BALANCE AS OF
         THE LAST VALUATION DATE IN THE CALENDAR YEAR IMMEDIATELY  PRECEDING THE
         DISTRIBUTION  CALENDAR YEAR (VALUATION  CALENDAR YEAR) INCREASED BY THE
         AMOUNT OF ANY CONTRIBUTIONS MADE AND ALLOCATED OR FORFEITURES ALLOCATED
         TO THE ACCOUNT BALANCE AS OF DATES IN THE VALUATION CALENDAR YEAR AFTER
         THE VALUATION DATE AND DECREASED BY DISTRIBUTIONS MADE IN THE VALUATION
         CALENDAR YEAR AFTER THE  VALUATION  DATE.  THE ACCOUNT  BALANCE FOR THE
         VALUATION CALENDAR YEAR INCLUDES ANY AMOUNTS ROLLED OVER OR TRANSFERRED
         TO  THE  PLAN  EITHER  IN  THE  VALUATION   CALENDAR  YEAR  OR  IN  THE
         DISTRIBUTION  CALENDAR  YEAR  IF  DISTRIBUTED  OR  TRANSFERRED  IN  THE
         VALUATION CALENDAR YEAR.

                  (5) REQUIRED BEGINNING DATE.

                           (A)  EXCEPT  AS  PROVIDED  IN  PARAGRAPH  (B) OF THIS
                  SECTION  7.9(F)(4)  WITH  RESPECT  TO A  5-PERCENT  OWNER,  AS
                  DEFINED IN PARAGRAPH (C) OF THIS SECTION  7.9(F)(4),  THE TERM
                  REQUIRED  BEGINNING  DATE MEANS APRIL 1 OF THE  CALENDAR  YEAR
                  FOLLOWING THE LATER OF THE CALENDAR YEAR IN WHICH THE EMPLOYEE
                  ATTAINS AGE 701/2 OR THE  CALENDAR  YEAR IN WHICH THE EMPLOYEE
                  RETIRES  FROM  EMPLOYMENT  WITH THE EMPLOYER  MAINTAINING  THE
                  PLAN.

                           (B) IN THE  CASE OF AN  EMPLOYEE  WHO IS A  5-PERCENT
                  OWNER,  THE TERM REQUIRED  BEGINNING DATE MEANS APRIL 1 OF THE
                  CALENDAR  YEAR  FOLLOWING  THE  CALENDAR  YEAR  IN  WHICH  THE
                  EMPLOYEE ATTAINS AGE 701/2.









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                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                            Page 6 of  Amendment No. 11 of 1989 Plan Restatement


                           (C) FOR  PURPOSES  OF THIS  SECTION  7.9, A 5-PERCENT
                  OWNER IS, IF THE  EMPLOYER  IS A  CORPORATION,  ANY PERSON WHO
                  OWNS (OR IS  CONSIDERED  AS OWNING  WITHIN THE MEANING OF CODE
                  SECTION 318) MORE THAN 5 PERCENT OF THE  OUTSTANDING  STOCK OF
                  THE CORPORATION OR STOCK POSSESSING MORE THAN 5 PERCENT OF THE
                  TOTAL  COMBINED  VOTING POWER OF ALL STOCK OF THE  CORPORATION
                  AND, IF THE EMPLOYER IS NOT A CORPORATION, ANY PERSON WHO OWNS
                  MORE THAN 5 PERCENT OF THE CAPITAL OR PROFITS  INTEREST IN THE
                  EMPLOYER."



         IN WITNESS WHEREOF, this instrument of amendment has been executed by a
duly authorize officer of the Corporation this 19th day of December, 2003, to be
effective as of the dates recited herein.


                                COLUMBUS McKINNON CORPORATION


                                By /S/ Robert L. Montgomery
                                   --------------------------------
                                Title: Executive Vice President