COLUMBUS McKINNON CORPORATION
                               THRIFT 401(K) PLAN



                      Restatement Effective January 1, 1998
<PAGE>

                          COLUMBUS McKINNON CORPORATION
                               THRIFT 401(K) PLAN


                                TABLE OF CONTENTS

                                                                       Page
                                                                       ----    

INTRODUCTION                                                              1

ARTICLE I -- DEFINITIONS                                                  2

         1.1      Definition of Certain Terms                             2
         1.2      Account                                                 2
         1.3      Actual Contribution Percentage Test or ACP Test         2
         1.4      Actual Deferral Percentage Test or ADP Test             3
         1.5      Affiliate                                               3
         1.6      Base Pay                                                4
         1.7      Beneficiary                                             4
         1.8      Board of Directors                                      4
         1.9      Break in Service                                        4
         1.10     Code                                                    5
         1.11     Committee                                               5
         1.12     Contribution                                            5
         1.13     Corporation                                             5
         1.14     Eligible Employee                                       5
         1.15     Employee                                                7
         1.16     Employer                                                7
         1.17     Employment Commencement Date                            7
         1.18     ERISA                                                   7
         1.19     Highly Compensated Employee                             7
         1.20     Investment Fund                                         8
         1.21     Leased Employee                                         8
         1.22     Limitation Year                                         8
         1.23     Matching Contribution                                   9
         1.24     Matching Contribution Account                           9
         1.25     Normal Retirement Age                                   9
         1.26     Participant                                             9
         1.27     Plan                                                    9
         1.28     Plan Year                                               9
         1.29     Qualified Domestic Relations Order or QDRO              9
         1.30     Salary Reduction Contribution                           9
         1.31     Salary Reduction Contribution Account                   9
         1.32     Schedule                                                9
         1.33     Testing Compensation                                    9
<PAGE>
         1.34     Trust Agreement                                        10
         1.35     Trust Fund                                             10
         1.36     Trustee                                                10
         1.37     Valuation Date                                         10
         1.38     Year of Vesting Service                                10

ARTICLE II -- PARTICIPATION                                              12

         2.1      In General                                             12
         2.2      Participation after Reemployment                       12
         2.3      Transfers                                              13
         2.4      Notice and Enrollment                                  13

ARTICLE III -- PARTICIPANT CONTRIBUTIONS                                 14

         3.1      Salary Reduction Contributions                         14
         3.2      Matching Contributions                                 14
         3.3      Rollover Contributions                                 15

ARTICLE IV -- LIMITATIONS ON CONTRIBUTIONS                               17

         4.1      Maximum Amount of Contributions                        17
         4.2      Nondiscrimination Requirements                         17
         4.3      Adjustments                                            19
         4.4      Distribution of Excess Contributions                   20
         4.5      Distribution of Excess Aggregate Contributions         20
         4.6      Distribution of Excess Deferrals                       21

ARTICLE V -- LIMITATION ON ANNUAL ADDITIONS                              22

         5.1      General Limitation                                     22
         5.2      Adjustment to Reduce Annual Addition                   22
         5.3      Limitation Applicable to Participants who also
                  Participate in a Defined Benefit Plan                  23
         5.4      Rules for Applying Limitation                          23

ARTICLE VI -- PARTICIPANTS' ACCOUNTS                                     25

                  6.1      Accounts                                      25
         6.2      Adjustment of Accounts                                 25
         6.3      Valuation of Accounts                                  26
         6.4      Notice to Participants                                 26

ARTICLE VII -- FUNDING AND INVESTMENTS                                   27
<PAGE>

         7.1      Funding Policy and Method                              27
         7.2      The Investment Funds                                   27
         7.3      Investment of Contributions                            27
         7.4      Investment Elections                                   28
         7.5      Allocation of Withdrawals, Loans and Distributions     29

ARTICLE VIII -- RIGHTS TO ACCOUNTS                                       30

         8.1      Separation from Service                                30
         8.2      Death                                                  30
         8.3      Designation of Beneficiaries                           30
         8.4      Restrictions on Distribution                           32
         8.6      Qualified Domestic Relations Orders                    33
         8.7      Claims Procedures                                      33

ARTICLE IX -- DISTRIBUTION OF ACCOUNTS                                   34

         9.1      Time of Distribution                                   34
         9.2      Form of Distribution.                                  35
         9.3      Required Minimum Distributions                         35
         9.4      Eligible Rollover Distributions                        36
         9.5      Application for Benefits                               37
         9.6      Payment to Infants and Incompetent Persons             37

ARTICLE X -- WITHDRAWALS DURING EMPLOYMENT AND LOANS                     39

         10.1     Withdrawal After Age 59 1/2                            39
         10.2     Rollover Contributions                                 39
         10.3     Hardship Withdrawals                                   39
         10.4     Loans                                                  42
         10.5     Loan Documents and Policy                              44

ARTICLE XI -- OPERATION AND ADMINISTRATION                               46

         11.2     Thrift Plan Committee                                  46
         11.3     Authority of Committee                                 47
         11.4     Allocation and Delegation of Responsibilities          48
         11.5     Multiple Fiduciary Capacities                          48
         11.6     Employment of Advisers                                 48
         11.7     Records and Reports                                    49
         11.8     Protection of Committee and Others                     49
         11.9     Administration Expenses                                49
         11.10    Bonding                                                50

ARTICLE XII -- ESTABLISHMENT OF TRUST                                    51
<PAGE>

         12.1     Establishment of Trust                                 51
         12.2     Investment of Trust Assets                             51
         12.3     Exclusive Benefit of Trust                             51
         12.4     Return of Contributions                                51

ARTICLE XIII -- PARTICIPATION BY AFFILIATES                              53

         13.1     Participation by Affiliates                            53
         13.2     Termination of Participation                           53

ARTICLE XIV -- AMENDMENT AND TERMINATION                                 55

         14.1     Amendment of Plan                                      55
         14.2     Termination of Plan or Discontinuance 
                    of Contributions                                     55
         14.3     Suspension or Modification of Contributions            55

ARTICLE XV -- TOP-HEAVY PROVISIONS                                       57

         15.1     Purpose of this Article                                57
         15.2     Definitions                                            57
         15.3     Top-Heavy Plan                                         59
         15.4     Top-Heavy Ratio                                        59
         15.5     Application of Top-Heavy Rules                         61
         15.6     Minimum Employer Contributions                         61
         15.7     Change in the Law                                      62

ARTICLE XVI -- MISCELLANEOUS                                             63

         16.1     Plan Not a Contract of Employment                      63
         16.2     Construction                                           63
         16.3     Benefits Payable Only from Plan Assets                 63
         16.4     Provisions of Plan Binding on All Persons              63
         16.5     Non-Alienation of Benefits                             63
         16.6     Limitations on Merger, Consolidation, Etc.             64
         16.7     Uniformed Services Employment and 
                    Reemployment Rights Act                              64
         16.8     Appendices and Schedules                               64
         16.9     Headings For Convenience Only                          64
         16.10    Applicable Law                                         64



Schedule A --     Participating Employers

Schedule 1 --     Merger of the Spreckels Industries, Inc. Employee Incentive
                  Savings Plan into the Plan, Effective June 30, 1998

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                          COLUMBUS McKINNON CORPORATION
                               THRIFT 401(K) PLAN

                                1998 Restatement
                            Effective January 1, 1998

                                  INTRODUCTION

     Columbus McKinnon Corporation (the "Corporation")  established the COLUMBUS
McKINNON  CORPORATION  THRIFT 401(K) PLAN (the "Plan") effective as of August 1,
1984.  The Plan has been  amended  from time to time  and,  most  recently,  was
amended  and  restated  in its  entirety  effective  January 1,  1989.  The 1989
Restatement of the Plan was further amended by Amendment Nos. 1 through 3.

     The Corporation desires to amend the Plan to include Matching Contributions
subject to graded vesting,  effective January 1, 1998.  Because of the extensive
changes to the Plan required to include Matching  Contributions  and in order to
comply with tax law changes  made by the Small  Business Job  Protection  Act of
1996 and other recent legislation, the Corporation has determined to restate the
Plan in its entirety, effective January 1, 1998.

     In  accordance  with the  foregoing,  the  Corporation  hereby  amends  and
restates  the  Plan in its  entirety,  to read as set  forth  in this  document,
effective as of January 1, 1998, except as otherwise provided. The Plan document
as amended and restated herein is referred to as the "1998 Restatement."

     Certain  provisions  of the  1998  Restatement  are  required  by law to be
effective as of dates prior to January 1, 1998 and are hereby made  effective as
of the dates required by law.

     Except  as  otherwise  provided  in this  Introduction  or in the text of a
particular  provision  of the 1998  Restatement,  the Plan shall be governed for
Plan Years ending on or before  December 31, 1997 by the  provisions of the Plan
as amended and in effect at the relevant time.

     The Plan is a profit sharing plan within the meaning of Section  401(a)(27)
of the Internal Revenue Code of 1986 and contains a cash or deferred arrangement
that is intended to qualify under Section 401(k) of said Code.


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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 2 of Restatement Effective January 1, 1998


                                    ARTICLE I

                                   DEFINITIONS


1.1 DEFINITION OF CERTAIN TERMS. The words and phrases defined in this Article I
when used in this Plan shall have the  meanings  indicated,  unless a  different
meaning is plainly required by the context. Words used in the masculine shall be
read  and  construed  in the  feminine  where  they  would  so  apply.  Wherever
appropriate,  words used in the singular  shall  include the plural and words in
the plural shall include the singular.

1.2  ACCOUNT  means any account  maintained  on behalf of a  Participant  by the
Committee in accordance with Section 6.1.

1.3  ACTUAL   CONTRIBUTION   PERCENTAGE  TEST  OR  ACP  TEST  means  the  actual
contribution  percentage  test set forth at  Section  401(m)(2)  of the Code and
Treasury Regulations  thereunder pursuant to which Matching  Contributions for a
Plan Year must satisfy one of the following tests:

     (a) The 1.25 Test. The average (the "actual  contribution  percentage")  of
the  individual  ratios  Matching  Contributions  to Testing  Compensation  (the
"actual  contribution  ratio") for all Eligible  Employees who are making or are
entitled to make Salary Reduction  Contributions and who are Highly  Compensated
Employees  does not  exceed  the  product  of 1.25  multiplied  times the actual
contribution  percentage for all other Eligible  Employees who are making or are
entitled to make Salary Reduction Contributions; or
   
     (b)  The 2 Plus  200  Test.  The  actual  contribution  percentage  for all
Eligible  Employees  who are making or are  entitled  to make  Salary  Reduction
Contributions  and who are  Highly  Compensated  Employees  does not  exceed the
actual  contribution  percentage for all other Eligible Employees who are making
or are entitled to make Salary Reduction Contributions by more than 2 percentage
points and the actual contribution percentage for all Eligible Employees who are
making or are entitled to make Salary Reduction Contributions and who are Highly
Compensated  Employees  is no more than 200  percent of the actual  contribution
percentage  for all other  Eligible  Employees who are making or are entitled to
make Salary Reduction Contributions.

     (c) Use of Contribution Percentage from Preceding Plan Year. For Plan Years
beginning on and after January 1, 1997, the actual contribution  percentage used
in the ACP Test for a given Plan Year, for Eligible Employees who are not Highly

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 3 of Restatement Effective January 1, 1998


Compensated  Employees,  shall be the  actual  contribution  percentage  of such
Employees for the preceding Plan Year.


      
1.4  ACTUAL  DEFERRAL  PERCENTAGE  TEST OR ADP TEST  means the  actual  deferral
percentage  test  set  forth at  Section  401(k)(3)  of the  Code  and  Treasury
Regulations thereunder pursuant to which the Salary Reduction  Contributions for
a Plan Year must satisfy one of the following tests:

     (a) The 1.25 Test. The average (the "actual  deferral  percentage")  of the
individual ratios of Salary Reduction Contributions to Testing Compensation (the
"actual  deferral  ratios")  for all  Eligible  Employees  who are making or are
entitled to make Salary Reduction  Contributions and who are Highly  Compensated
Employees  does not  exceed  the  product  of 1.25  multiplied  times the actual
deferral percentage for the preceding Plan Year for all other Eligible Employees
who are making or are entitled to make Salary Reduction Contributions; or

     (b) The 2 Plus 200 Test.  The actual  deferral  percentage for all Eligible
Employees who are making or are entitled to make Salary Reduction  Contributions
and who are Highly  Compensated  Employees  does not exceed the actual  deferral
percentage  for all other  Eligible  Employees who are making or are entitled to
make Salary  Reduction  Contributions  by more than 2 percentage  points and the
actual  deferral  percentage  for all Eligible  Employees  who are making or are
entitled to make Salary Reduction  Contributions and who are Highly  Compensated
Employees is no more than 200 percent of the actual deferral  percentage for all
other Eligible Employees who are making or are entitled to make Salary Reduction
Contributions.

     (c) Use of Deferral  Percentage  from  Preceding  Plan Year. For Plan Years
beginning on and after January 1, 1997, the actual  deferral  percentage used in
the ADP Test for a given Plan Year,  for Eligible  Employees  who are not Highly
Compensated Employees, shall be the actual deferral percentage of such Employees
for the preceding Plan Year.

1.5 AFFILIATE means:  

     (a) any corporation  that is a member of a controlled group of corporations
(as defined in Code Section 414(b)) of which the Corporation is also a member;
     
     (b) any trade or business whether or not incorporated  that is under common
control (as defined in Code Section 414c)) with the Corporation;


     (c) any trade or business required to be aggregated with the Corporation in
accordance with the affiliated service group rules under Code Section 414(m); or

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 4 of Restatement Effective January 1, 1998


     (d) any  other  entity  required  to be  aggregated  with  the  Corporation
pursuant to Treasury Regulations under Code Section 414(o);  provided,  however,
that a corporation or other trade or business  shall not be an Affiliate  during
any period when it was not related to the Corporation within the meaning of this
Section 1.5.
 

 
1.6 BASE PAY 
    

     (a) In General.  "Base Pay" means,  with respect to a Participant for a pay
period or other period,  the  Participant's  compensation as defined in Treasury
Regulation ss.1.415-2(d)(11)(ii) (wages for purposes of income tax withholding),
which is paid to the  Participant on any pay day with respect to such pay period
or other period by one or more  Employers,  reduced by  reimbursements  or other
expense allowances,  cash and noncash fringe benefits, moving expenses, deferred
compensation and welfare benefits, any special payments, and any amounts treated
as wages with respect to restricted stock granted to a Participant  (even if the
foregoing items are includable in the Participant's gross income), and increased
by all amounts that would have been paid to the  Participant  by any Employer on
such pay day but for any salary  reduction  agreement and that are excluded from
the gross income of the Employee under any one of the Code sections  referred to
in Treasury Regulation  ss.1.414(s)-1(c)(4)  (concerning 401(k) plans, cafeteria
plans  and  certain  other  deferred  compensation  arrangements).   The  phrase
"aggregate  Base Pay" with  respect to a Plan Year or other period means the sum
of the periodic payments of Base Pay made to a Participant during such Plan Year
or other period.


     (b) Code Section 401(a)(17)  Limitation.  In no event shall a Participant's
aggregate Base Pay for a Plan Year  beginning  January 1, 1994 or any subsequent
Plan Year exceed, for any purpose of the Plan, $150,000 or such larger amount as
the  Secretary of the Treasury may  determine  for such Plan Year under  Section
401(a)(17) of the Code.  Section 1.6(b) in the form set forth  hereinabove shall
be effective January 1, 1997.

1.7  BENEFICIARY  means any person who is  receiving  or may become  entitled to
receive  distribution of a  Participant's  Accounts on account of the death of a
Participant, and shall include a trust, estate or legal representative.  


1.8 BOARD OF  DIRECTORS  means the board of directors  of the  Corporation.  

 
1.9  BREAK IN SERVICE. 


 
     (a) In  General.  An Employee  shall incur a one-year  Break in Service for
each 12 month computation period in which an Employee is credited with less than

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 5 of Restatement Effective January 1, 1998

501 Hours of Service.  For purposes of determining  Years of Vesting Service the
computation period shall be the calendar year.

     (b)Special Rule for Maternity or Paternity Absence.  Solely for the purpose
of  determining  whether a Break in Service has  occurred,  an  Employee  who is
absent  from  service by reason of the  Employee's  pregnancy,  the birth of the
Employee's  child,  the  placement  of a child  with the  Employee  by reason of
adoption,  or care for such child immediately  following such birth or adoption,
shall be  credited  with up to 501 Hours of  Service  at the rate such  Hours of
Service would  normally have been credited to the Employee but for such absence.
The Hours of Service shall be credited to the Employee in the computation period
in which the absence  commenced if necessary to avoid a Break in Service in that
period or, in any other case, in the immediately following computation period.


1.10 CODE means the Internal Revenue Code of 1986, as amended,  and as it may be
amended, and corresponding provisions of future laws, as they may be amended.


1.11 COMMITTEE means the Thrift Plan Committee appointed to administer the Plan,
as provided in Section 11.2.
  

1.12   CONTRIBUTION   means   Salary   Reduction   Contributions   and  Matching
Contributions.


1.13 CORPORATION means Columbus McKinnon Corporation, a New York corporation.


1.14 ELIGIBLE EMPLOYEE.

     (a) In General.  Effective  April 1, 1998,  "Eligible  Employee"  means any
Employee  who is  employed  by an Employer  and who is  regularly  employed at a
facility located within the United States of America.

     (b)Exclusion of Certain Employees.  The term "Eligible  Employee" shall not
include any employee:

          (1)  Collective  Bargaining  Employees  --  who  is  employed  in  any
     bargaining unit covered under a collective  bargaining agreement which does
     not provide for participation by employees of such unit in this Plan;

          (2)  Leased  Employees  --  who  is  employed  as a  Leased  Employee;
               -----------------

          (3) Contract  Employee -- whose services are performed in the capacity
     of a  consultant  or  contractor  or other  capacity  pursuant to a written
     contract  which provides that his services are to be rendered in a capacity

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 6 of Restatement Effective January 1, 1998


     other than as a regular employee,  or who is compensated by fees or similar
     charges  requiring  the  submission  of  invoices,   as  opposed  to  being
     compensated by a regular fixed salary or wage; or

          (4)  Employees  Temporarily  Assigned to U.S.  Locations -- who [1] is
     regularly  employed  outside the United States,  [2] is employed within the
     United States by an Employer  pursuant to a temporary  assignment,  and [3]
     was not  covered  under  the  Plan  immediately  prior  to  such  temporary
     assignment.

     (c)  Definition  of  Eligible  Employee  Before  April 1,  1998.  Effective
February 24, 1995 through March 31, 1998,  "Eligible Employee" means an Employee
of an Employer who at the time of reference is a member of the class eligible to
participate in the Plan, to wit,

          (1) an Employee  compensated  on the basis of a regular  fixed weekly,
     bi-weekly, monthly or semi-monthly salary as opposed to an hourly wage, and
     an office Employee  regardless of how compensated (but,  beginning February
     24, 1995,  excluding an Employee  regularly  employed by the  Corporation's
     Durbin  Durco  Division  in Reform,  Alabama  except at provided in Section
     1.14(c)(6),

          (2) as of January 1, 1989,  any nonunion  factory  Employee  regularly
     employed in the Corporation's Tonawanda,  New York facility,  regardless of
     how compensated,

          (3) as of December  31, 1989 and through and  including  February  23,
     1995,  any person  employed  by  Positech  Corporation,  regardless  of how
     compensated,

          (4) as of January 1, 1992,  any nonunion  factory  Employee  regularly
     employed in the Corporation's  Lexington,  Tennessee,  Manatee,  Florida or
     Chattanooga, Tennessee facility, regardless of how compensated,

          (5) as of February  24,  1995,  any person  regularly  employed at the
     Positech division of the Corporation, regardless of how compensated, and

          (6) as of  April 1,  1995,  any  Employee  regularly  employed  by the
     Corporation's  Durbin Durco Division in Reform,  Alabama who is compensated
     on the basis of a regular fixed weekly, bi-weekly,  monthly or semi-monthly
     salary and who is exempt from  overtime pay under the Fair Labor  Standards
     Act.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 7 of Restatement Effective January 1, 1998



          (7) The following  Employees are  specifically  excluded from the term
     "Eligible Employee":

               (A) an  Employee  who is employed in a  bargaining  unit  covered
          under a  collective  bargaining  agreement  which does not provide for
          participation by employees of such unit in this Plan, and


               (B) Leased Employees.

1.15  EMPLOYEE  means  an  employee  at  common  law  of the  Corporation  or an
Affiliate, and a Leased Employee of the Corporation or an Affiliate.


1.16 EMPLOYER means the Corporation and each Affiliate that  participates in the
Plan  in  accordance  with  Article  XIII.  Schedule  A  contains  a list of all
Employers.


1.17 EMPLOYMENT  COMMENCEMENT DATE means the first date for which an Employee is
directly or indirectly paid or entitled to payment for the performance of duties
with  the  Corporation  or an  Affiliate.  An  Employee  shall  not  have  a new
Employment Commencement Date if he separates from service and is rehired.


1.18  ERISA  means the  Employee  Retirement  Income  Security  Act of 1974,  as
amended, and as it may be amended, and corresponding  provisions of future laws,
as they may be amended.


1.19 HIGHLY COMPENSATED EMPLOYEE .


     (a) Active and  Former  Employees.  The term  Highly  Compensated  Employee
includes  highly  compensated  active  Employees and highly  compensated  former
Employees.

     (b)  Highly  Compensated  Active  Employees.  A highly  compensated  active
Employee  means any Employee who performs  service for an Employer or any of its
Affiliates  during the current  Plan Year and who (i) during the  previous  year
received  Compensation of $80,000 (as adjusted  pursuant to Code Section 415(d))
or  more,  or (ii)  was a  5-percent  owner of the  Employer  and/or  any of its
Affiliates at any time during the current Plan Year or the previous year.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 8 of Restatement Effective January 1, 1998

          (1) Meaning of "5 Percent Owner."

               (A) With respect to a  corporation,  "5 percent  owner" means 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 such
          corporation  or stock  possessing  more  than 5  percent  of the total
          combined voting power of all stock of such corporation.

               (B) With  respect to any  entity  that is not a  corporation,  "5
          percent  owner"  means any  person who owns more than 5 percent of the
          capital or profits interest in such entity.

     (c)  Highly  Compensated  Former  Employees.  A highly  compensated  former
Employee  includes any former Employee who separated from service (or was deemed
to have separated on account of a reduction in compensation pursuant to Treasury
Regulations under Code Section 414(q) prior to the determination  year, performs
no service for the Employer or any of its  Affiliates  during the  determination
year,  and was a highly  compensated  active  Employee for either the separation
year or any determination year ending on or after the Employee's 55th birthday.

     (d)  Application of Code and  Regulations.  The  determination  of who is a
Highly Compensated Employee shall be made in accordance with Code Section 414(q)
and the Treasury Regulations thereunder.

     (e) Effective Date. Section 1.19 in the form set forth hereinabove shall be
effective January 1, 1997.

1.20  INVESTMENT  FUND means one of the  separate  investment  funds  maintained
within the Trust Fund, as described in Section 7.2.

      
1.21 LEASED EMPLOYEE .

     (a) In General.  "Leased  Employee" means any person who is not an employee
under common law of any Employer or  Affiliate  and who provides  services to an
Employer or an Affiliate ("recipient") if: (i) such services are provided to the
recipient  pursuant to an agreement  between the  recipient and any other person
("leasing  organization"),  (ii) such person has performed such services for the
recipient  (or  for  the  recipient  and  related  persons)  on a  substantially
full-time  basis for a period of at least one year,  and (iii) such services are
performed under the primary  direction or control of the Employer.  Section 1.21
(a) in the form set forth hereinabove shall be effective January 1, 1997.

     (b)Treatment  of  Leased  Employees.  Once an  individual  becomes a Leased
Employee,  the individual shall be taken into account in determining whether the
Plan  satisfies the coverage  requirements  of Section  410(b) of the Code,  and
service  as a Leased  Employee  shall be  counted as  service  for  purposes  of
eligibility  to  participate  and  vesting,  but Leased  Employees  shall not be
eligible to participate in the Plan.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 9 of Restatement Effective January 1, 1998


1.22 LIMITATION YEAR means the twelve month period  beginning April 1 and ending
March 31.

1.23  MATCHING  CONTRIBUTION  means a  contribution  made for the  benefit  of a
Participant pursuant to Section 3.2.


1.24 MATCHING  CONTRIBUTION  ACCOUNT means an Account  established under Section
6.1 to which are credited Matching Contributions.


1.25 NORMAL  RETIREMENT  AGE means the date on which a  Participant  reaches his
65th birthday.
 
1.26  PARTICIPANT  means an Eligible  Employee who  participates  in the Plan in
accordance  with Article , and includes a former  Eligible  Employee who has not
received complete distribution of his Accounts.

 
1.27 PLAN means the Columbus  McKinnon  Corporation  Thrift  401(k) Plan, as set
forth herein, and as it may be amended from time to time.
 
1.28 PLAN YEAR means the twelve  consecutive month period beginning on January 1
and ending on December 31.

 
1.29 QUALIFIED  DOMESTIC  RELATIONS ORDER OR QDRO means any judgment,  decree or
order (including approval of a property  settlement  agreement) that (i) relates
to the provision of child support,  alimony  payments or marital property rights
to a spouse,  former spouse, child or other dependent of a Participant,  (ii) is
made pursuant to a State domestic  relations law (including a community property
law), and (iii)  constitutes a "qualified  domestic  relations order" within the
meaning of Section 414(p) of the Code.

1.30 SALARY REDUCTION  CONTRIBUTION means a contribution made for the benefit of
a Participant pursuant to Section 3.1.

1.31 SALARY REDUCTION  CONTRIBUTION  ACCOUNT means an Account  established under
Section 6.1 to which are credited Salary Reduction Contributions.

1.32 SCHEDULE  means a schedule  attached to this Plan document  which  provides
special rules  applicable  to a specified  group of  Participants  whose Accrued
Benefits are determined in part with reference to service earned under this Plan
before April 1, 1998, or to service earned under a different pension plan.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 10 of Restatement Effective January 1, 1998


1.33 TESTING COMPENSATION

     (a) In General. "Testing Compensation" means, in the case of each Employee,
and for each Plan Year or other period,  the Employee's  compensation as defined
in Treasury Regulation  ss.1.415-2(d)(11)(ii)  (wages for purposes of income tax
withholding)  which  is  paid  to the  Employee  during  the  Plan  Year  by the
Corporation and any Affiliate, plus all amounts that would have been paid to the
Employee by the  Corporation  and each  Affiliate  during the Plan Year or other
period but for any salary  reduction  agreement  and that are excluded  from the
gross income of the Employee  under any one of the Code sections  referred to in
Treasury Regulation ss.1.414(s)-1(c)(4) (concerning 401(k) plans, cafeteria plan
and certain other deferred compensation arrangements).

(b)  Code  Section  401(a)(17)  Limitation.  In no event  shall a  Participant's
Testing  Compensation for the 1994 Plan Year or any subsequent Plan Year exceed,
for any purpose of the Plan,  $150,000 or such larger amount as the Secretary of
the Treasury may determine  for such Plan Year under  Section  401(a)(17) of the
Code.  Section  1.33(b)  in the form set forth  hereinabove  shall be  effective
January 1, 1997.

1.34 TRUST AGREEMENT means the Columbus McKinnon  Corporation Thrift 401(k) Plan
Trust Agreement,  effective  January 1, 1984, by and between the Corporation and
the  Trustee,  as it has  been  and may be  amended,  and any  subsequent  trust
agreement between the Corporation and a successor Trustee.


1.35 TRUST FUND means the assets of the Plan held by the Trustee under the Trust
Agreement.

1.36 TRUSTEE means the trustee or trustees serving under the Trust Agreement.
 
1.37  VALUATION  DATE means the last business day of each month.  The value of a
Participant's  Accounts  showing his interest in each Investment Fund within the
Trust  Fund,  shall be  determined  as of each  Valuation  Date.  The value of a
Participant's  interest  in the  Plan is the  aggregate  value  of his  Accounts
(including  his  allocable  share of any  portion of the Trust Fund which at the
time  of  reference  is  not  held  in  an  Investment  Fund).  The  value  of a
Participant's  interest in each  Investment  Fund and in the Trust Fund shall be
determined only as of a Valuation Date.

1.38 YEAR OF VESTING SERVICE.

     (a) In  General.  An  Employee  shall be  credited  with a Year of  Vesting
Service for each calendar year ending on or after the  Employee's  18th birthday

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 11 of Restatement Effective January 1, 1998


in which the Employee is credited with at least 1,000 Hours of Service,  subject
to the exclusions set forth in Section 1.38(b).

     (b)  Effect  of a Break  in  Service.  In the  event  that an  Employee  is
reemployed  following a one-year  Break in  Service,  service  completed  by the
Employee  prior to the  Break in  Service  shall be  excluded  from his Years of
Vesting Service in accordance with this Section 1.38(b) :

          (1) One Year  Hold-out.  If an Employee  who has not become  partially
     vested in his  Matching  Contribution  Account  incurs a one-year  Break in
     Service,  the  service  credited  prior  to  the  Break  in  Service  shall
     thereafter be excluded from his Years of Vesting Service until the Employee
     has completed a Year of Vesting Service after the Break in Service.

          (2) Five Year  Break in  Service.  If an  Employee  who has not become
     partially  vested in his Matching  Contribution  Account incurs a number of
     consecutive  one-year Breaks in Service which equals or exceeds the greater
     of five or the aggregate  number of the  Employee's  prior Years of Vesting
     Service  (determined  without regard to his age but excluding therefrom any
     Years of  Vesting  Service  disregarded  by reason  of any  prior  Break in
     Service),  the  service  credited  prior  to the  Break  in  Service  shall
     thereafter be excluded from his Years of Vesting Service.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 12 of Restatement Effective January 1, 1998


                                   ARTICLE II

                                  PARTICIPATION

2.1 IN GENERAL .

     (a)  Participants  on March 31,  1998.  Each  Eligible  Employee  who was a
Participant  in the Plan on March 31, 1998 shall continue to be a Participant on
and after that date.

     (b)Participants  after March 31, 1998. Each Eligible Employee who was not a
Participant  in the  Plan on  March  31,  1998  shall be  eligible  to  become a
Participant on the first day of the month  coinciding with or next following the
expiration of 90 calendar days since his Employment  Commencement Date, provided
he is then an Eligible Employee.

     (c) Interruption of Eligible  Employee Status. If the first day on which an
Eligible Employee may commence participation occurs during a period the Eligible
Employee is not performing  any services as an Eligible  Employee for any reason
except a termination  of  employment,  then such Eligible  Employee may commence
participation as of the date he again begins performing such services,  or as of
the first day of any subsequent month, provided he is then an Eligible Employee.

2.2 PARTICIPATION AFTER REEMPLOYMENT .

     (a) Reemployment of Former Participant. Notwithstanding any interruption of
employment,  an Eligible Employee who has once become a Participant may commence
participation in the Plan as of the date he again becomes an Eligible Employee.

     (b) Reemployment of Eligible Employee Who Satisfied Service Requirement. An
Eligible  Employee  who ceases to be an  Employee  after  having  satisfied  the
service  requirement but before the first day of the month on which he may first
commence  participation  and who again becomes an Eligible Employee may commence
participation  in the Plan on the  later of (i) the  first  day of the  month he
could have first commenced  participation  but for the  interruption of Employee
status,  or (ii) the date he again becomes an Eligible  Employee.  Such Eligible
Employee  may  also  commence  participation  on the  first  day  of  any  month
subsequent to the dates described in (i) and (ii) above.

     (c) Reemployment of Employee Who Did Not Satisfy Service Requirement. If an
Employee separates from service before having satisfied the service  requirement
and is rehired, he may commence participation in the Plan as of the first day of

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 13 of Restatement Effective January 1, 1998

any month  coinciding  with or next following the expiration of 90 calendar days
since his Employment Commencement Date, or as of the first day of any subsequent
month, provided he is then an Eligible Employee.

2.3 TRANSFERS .

     (a)  Transfer  Outside  Eligible  Class.  In the  event  a  Participant  is
transferred on a regular basis to an Affiliate or to a job  classification  with
the Corporation whereby he ceases to be an Eligible Employee,  he shall cease to
be  eligible  to  receive  Contributions,   but  otherwise  he  shall  remain  a
Participant until his Accounts are distributed, or until his death, if earlier.

     (b) Transfer Into Eligible Class. If the employment  status of an Employee,
including a Leased Employee, is changed so that he becomes an Eligible Employee,
he shall be given  credit  for his  prior  service  with the  Corporation  or an
Affiliate, and may commence participation in accordance with Section 2.1(b).

     (c)  Immediate  Participation.  In any of the cases  described  in  Section
2.3(b) , if the Employee has met the service  requirement for  participation  at
the time of the  transfer  or change  in job  classification  which  make him an
Eligible  Employee,  he may  commence  participation  as of the first day of the
month following the date he becomes an Eligible Employee.

2.4 NOTICE AND ENROLLMENT .

     (a)  Notice  to  Eligible  Employee.  Within a  reasonable  time  before an
Eligible  Employee becomes  eligible to commence  participation in the Plan, the
Committee  shall  provide  notice  to the  Eligible  Employee  of his  right  to
participate in the Plan.

     (b) Enrollment in Plan. An Eligible Employee must file with the Committee a
properly completed  authorization  form before he may commence  participation in
the Plan.  The  authorization  form may be filed by an Eligible  Employee at any
time after he becomes an Eligible  Employee,  and must be filed at least 15 days
prior to the day the Eligible  Employee will commence  participation in the Plan
(or  within  such  other  time  period as the  Committee  may  prescribe).  Such
authorization  form shall be in a form  prescribed by the  Committee,  and shall
include an  authorization  for the deduction of Salary  Reduction  Contributions
from the Eligible Employee's Base Pay, as provided in Section 3.1.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 14 of Restatement Effective January 1, 1998


                                   ARTICLE III

                            PARTICIPANT CONTRIBUTIONS

3.1 SALARY REDUCTION CONTRIBUTIONS .


     (a) Election and  Commencement of Salary  Reduction  Contributions.  On the
authorization form described in Section 2.4(b), an Eligible Employee shall elect
that  his Base Pay be  reduced  by a  specified  full  percentage  of at least 1
percent and not more than 15 percent and to have such amount  contributed by his
Employer to the Plan on his behalf.  Such election will be effective  commencing
with the first pay  period  that  begins on or after the date his  participation
commences,  and will  continue  in effect  until  changed or  discontinued.  The
percentage elected by any Eligible Employee who is a Highly Compensated Employee
is subject to reduction by the Committee to such extent as it deems advisable in
order to insure compliance with Article IV and Article V.

     (b)Change or Discontinuance of Election.  A Participant may discontinue his
salary  reduction or change his rate of salary  reduction  (within the limits of
Section  and  subject to  Articles IV and Article V), as of the first day of any
month,  by filing a revised  authorization  form with the  Committee at least 15
days  before such day (or within  such other time  period as the  Committee  may
prescribe). Such discontinuance or change shall be effective commencing with the
first pay period that begins on or after such first day.

     (c) Payment of Salary Reduction Contributions.  An Employer will contribute
to the Plan on  behalf  of each of its  Employees  for  whom a salary  reduction
election is in effect for a pay period,  a Salary  Reduction  Contribution in an
amount equal to the amount by which the  Participant's  Base Pay was reduced for
such pay period.

     (d) Payment to Trustee. Salary Reduction Contributions shall be paid to the
Trustee  as soon as  practicable  after the end of the pay  period for which the
contributions were made, provided that in all events such contributions shall be
so paid to the  Trustee  not later  than 15 days  after the end of the  calendar
month in which such pay period ends.  Salary  Reduction  Contributions  shall be
credited to each Participant's  Accounts as of the Valuation Date that coincides
with the last business day of the month in which such pay period ends.

     (e)  Vesting.  Salary  Reduction  Contributions  shall be fully  vested and
non-forfeitable at all times.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 15 of Restatement Effective January 1, 1998

3.2 MATCHING CONTRIBUTIONS .

     (a) Contribution  Required.  The Employer of each person who is an Employee
on  the  last  day  of a Plan  Year  and on  whose  behalf  a  Salary  Reduction
Contribution  was made  during  the Plan Year  shall  contribute  to the Plan on
behalf of such Employee a Matching  Contribution in an amount  determined  under
Section 3.2(b).

     (b) Amount of Contribution.  The Matching  Contribution required to be made
on behalf of an Employee  under  Section  3.2(a)  shall be an amount equal to 50
percent of the Salary  Reduction  Contributions  made on behalf of the  Employee
during the Plan Year provided,  however,  that Matching  Contributions shall not
exceed 3 percent of the Employee's Base Pay for the Plan Year.

     (c) Payment to the  Trustee.  Matching  Contributions  shall be paid to the
Trustee and credited to each Participant's Matching Contribution Account as soon
as may be  reasonably  practicable  following  the last day of the Plan Year for
which the Matching Contributions are made.

     (d)  Vesting.   A  Participant  shall  be  fully  vested  in  his  Matching
Contribution  Account upon attaining  Normal  Retirement Age or in the event the
Participant dies when he is an Employee. In addition, a Participant shall become
vested in his Matching  Contribution  Account  before Normal  Retirement  Age in
accordance with the following vesting schedule:


Participant's  Number of                   Vested Percentage in Participant's 
Years of Vesting Service                   Matching  Contribution  Account
------------------------                   -------------------------------

less than one year ..............................        0 percent
one year but less than two years ................       20 percent
two years but less than  three years ...........        40 percent
three years but less than four years ............       60 percent
four years but less than five  years ............       80 percent
five or more years .............................       100 percent


3.3 ROLLOVER CONTRIBUTIONS .

     (a)  Contributions   Permitted.   With  the  consent  of  the  Committee  a
Participant  (or an Eligible  Employee who is or will be eligible to participate
in the Plan upon meeting service requirement of Section 2.1(b)) may rollover his
interest in another plan qualified under Section 401(a) or 403(a) of the Code to
this Plan, provided:

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 16 of Restatement Effective January 1, 1998

          (1) The  rollover to this Plan is made no later than the  sixtieth day
     after distribution was made from the other plan, or is pursuant to a direct
     transfer under Section 401(a)(31) of the Code, and

          (2) The  distribution  from the other plan  qualifies  as an "eligible
     rollover distribution" within the meaning of Section 402(c)(4) of the Code.

     (b)  Rollovers  from IRAs. A rollover to this Plan may also be made from an
individual  retirement  arrangement  qualified  under  Section  408 of the Code,
provided  no amount in the  account  and no part of the value of the  annuity is
attributable to any source other than a "rollover  contribution"  (as defined in
Section  402(c) of the Code) from another plan that was qualified  under Section
401(a) or 403(a) of the Code and such  rollover  contribution  was  deposited in
such account or annuity within 60 days after  distribution from such other plan,
and  the  entire  amount  received  in  the  distribution  from  the  individual
retirement account or individual  retirement annuity is transferred to this Plan
no later than the 60th day after distribution was made from the IRA.

     (c) Rollover  Account.  The Committee shall establish and maintain for each
Participant who has made a rollover  contribution a separate Account  ("Rollover
Account") reflecting such contribution, the income thereon and the disbursements
therefrom.  A Participant may not borrow from his Rollover Account and the value
of such account will not be taken into  consideration  in determining the amount
available for borrowing pursuant to Section 10.4(c).

     (d) In-Service  Distribution.  Participant  whose rollover account has been
held in the Plan at least 24 months may, upon written  request to the Committee,
withdraw  from his  rollover  account  such amount as he shall  specify.  Such a
withdrawal will be effective as of the first Valuation Date that occurs at least
15 days after his withdrawal request is filed.

     (e) Vesting. A Participant shall be at all times fully and  non-forfeitably
vested in his rollover account.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 17 of Restatement Effective January 1, 1998


                                   ARTICLE IV

                          LIMITATIONS ON CONTRIBUTIONS

4.1 MAXIMUM AMOUNT OF CONTRIBUTIONS .

     (a)  Limitation  on Annual  Additions.  In no event shall the sum of Salary
Reduction  Contributions and Matching  Contributions credited to a Participant's
Accounts  for any  Limitation  Year be in an amount  that would cause the Annual
Addition for such Participant to exceed the amount permitted under Section 5.1.

     (b) Limitation Based on Employer  Deductions.  In no event shall the sum of
Salary  Reduction  Contributions  and Matching  Contributions  for any Plan Year
exceed the maximum amount  deductible under Section  404(a)(3) of the Code or if
less, the maximum amount deductible under Section 404(a)(7) of the Code, reduced
by Employer  contributions  to a pension plan described in Section  404(a)(7) of
the Code which covers the same Employees. All such contributions are conditioned
on their deductibility under Section 404 of the Code.

     (c) Limitation on Salary Reduction Contributions.  In no event shall Salary
Reduction  Contributions made on behalf of any Participant for any calendar year
exceed  $7,000 or such higher limit as is in effect for the calendar  year under
Section 402(g)(5) of the Code.

     (d)  Special  Nondiscrimination  Limitations.  In  no  event  shall  Salary
Reduction  Contributions  or  Matching  Contributions  made by or on behalf of a
Highly  Compensated  Employee for any Plan Year exceed the limits under  Section
4.2.

 
4.2 NONDISCRIMINATION REQUIREMENTS .

     (a) Salary Reduction Contributions.  Salary Reduction Contributions for any
Plan Year must satisfy the Actual Deferral Percentage Test.

     (b) Matching  Contributions.  Matching Contributions for any Plan Year must
satisfy the Actual Contribution Percentage Test.

     (c) Rules for Applying ADP and ACP Tests.  In applying the Actual  Deferral
Percentage Test and the Actual Contribution Percentage Test, the following rules
shall be observed:

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 18 of Restatement Effective January 1, 1998

          (1)  Salary  Reduction  Contributions  Taken  Into  Account.  A Salary
     Reduction  Contribution  shall  be  taken  into  account  only if [1] it is
     allocated to the  Participant's  Account as of a date within the Plan Year,
     [2] it is not contingent upon  participation in the Plan or the performance
     of services  after the  allocation  date,  [3] it is paid to the Trustee no
     later than 12 months after the end of the Plan Year, and, [4] it relates to
     Base Salary which would have been received during the Plan Year but for the
     Participant's  election  to  make  Salary  Reduction  Contributions  or  is
     attributable to services  performed  during the Plan Year and, but for such
     election,  would have been received by the Participant  within 2-1/2 months
     after the close of the Plan Year.

          (2) Matching Contributions Taken Into Account. A Matching Contribution
     shall be taken into  account  only if it is  allocated  to a  Participant's
     Matching Contribution Account as of a date within the Plan Year, it is paid
     to the Trustee no later than 12 months after the Plan Year,  and it relates
     to Salary Reduction Contributions made with respect to the Plan Year.

          (3) Testing  Compensation  Taken Into  Account.  Testing  Compensation
     taken into account shall be Testing  Compensation  for the Plan Year, or at
     the Committee's option, Testing Compensation attributable to the portion of
     the Plan Year during which the Participant was an Eligible Employee and met
     the age and time requirements for  participation.  If Testing  Compensation
     attribution  to the  portion of the Plan Year is used,  the limit  shall be
     applied uniformly to all Eligible Employees for the Plan Year.

          (4) No Double Testing. No contribution included in the Actual Deferral
     Percentage  Test for a Plan  Year  shall  also be  included  in the  Actual
     Contribution  Percentage Test for such Plan Year. No contribution  included
     in the Actual  Contribution  Percentage  Test for a Plan Year shall also be
     included in the Actual Deferral Percentage Test for such Plan Year.

          (5) No Multiple Use of Alternative Limitations.  If one or more Highly
     Compensated Employees is required to be taken into account in applying both
     the Actual Deferral Percentage Test and the Actual Contribution  Percentage
     Test for a Plan Year (or in applying  either of those tests in another plan
     of the  Corporation  or an Affiliate  for a Plan Year ending with or within
     the Plan Year),  then the "2 plus 200 test" set forth in  Sections  1.3 and
     1.4 shall be applied in such manner as to avoid a  prohibited  multiple use
     of such test, in accordance with Treasury Regulations.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 19 of Restatement Effective January 1, 1998

          (6) Aggregation of Other Plans.

               (i) Aggregation to Meet Discrimination or Coverage  Requirements.
          If the Plan and one or more other plans which include cash or deferred
          arrangements are considered one plan for purposes of Section 401(a)(4)
          or 410(b) of the Code, the cash or deferred  arrangements  included in
          the Plan and in such other plans  shall be treated as one  arrangement
          for purposes of this Section 4.2.

               (ii)   Participation   in  Other  Plans  by  Highly   Compensated
          Employees. If Salary  ReductionContributions or Matching Contributions
          are made for a Plan Year for a Highly  Compensated  Employee  who also
          participates  during the same Plan Year in one or more other  plans of
          the  Corporation  or an  Affiliate  that  includes a cash or  deferred
          arrangement  described  in  Section  401(k)  of the  Code or  employee
          contributions or employer matching contributions  described in Section
          401(m) of the Code,  the actual  deferral  ratio  (Section  1.4(a)) or
          actual  contribution  ratio (Section 1.3(a)) of the Highly Compensated
          Employee for purposes of this Section shall be computed as if all such
          plans were part of this Plan.

     (d) Treasury Regulations. The application of the Actual Deferral Percentage
Test and the Actual  Contribution  Percentage Test shall satisfy such additional
or  different   requirements  as  may  be  required  or  permitted  by  Treasury
Regulations.

 
4.3 ADJUSTMENTS .

     (a) Limits on Highly Compensated Employees. The Committee may establish and
modify from time to time maximum  limits on the  percentage  of Base Salary that
may be  contributed  to the Plan during a Plan Year or portion of a Plan Year by
Participants  who are, or who are expected to be, Highly  Compensated  Employees
for such Plan Year if it believes that such limits are  appropriate  in order to
satisfy any limitation of Section 4.2.

     (b) Other  Limitations  on Highly  Compensated  Employees.  In  addition to
establishing a maximum limit pursuant to Section 4.3(a), or in lieu thereof,  in
the case of a Participant  who is or who is expected to be a Highly  Compensated
Employee for a Plan Year,  the  Committee may modify his election to make Salary
Reduction  Contributions  so as to decrease  prospectively  the Salary Reduction
Contributions to be made on behalf of such Participant if the Committee believes
that such a decrease  is  appropriate  in order to  satisfy  any  limitation  in
Section 4.2. Any prospective  decrease in Salary Reduction  Contributions  shall
result in a corresponding decrease in Matching Contributions.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 20 of Restatement Effective January 1, 1998

4.4 DISTRIBUTION OF EXCESS CONTRIBUTIONS .

     (a) Required  Distribution.  If the Actual Deferral Percentage Test has not
been  satisfied for the Plan Year after all  contributions  have been made under
the Plan for the Plan Year, the Committee  shall,  as soon as practicable but in
no event later than the close of the following Plan Year,  distribute the excess
contributions  (as  defined  in  Section  401(k)(8)  of the  Code  and  Treasury
Regulations  thereunder)  and the  income  (or loss)  allocable  thereto  to the
Participant  on whose behalf such excess  contributions  were made in accordance
with Section 401(k)(8) of the Code and the Treasury Regulations thereunder.  The
Committee shall make every reasonable effort to make any distribution under this
Section 4.4 on or before March 15 of the Plan Year  following  the Plan Year for
which  the  ADP  Test  was  not  satisfied.   If  such   distribution   includes
contributions   which  qualified  for  Matching   Contributions,   the  Matching
Contributions attributable thereto shall be forfeited.


     (b) Income (or Loss) Allocable to Excess Contributions.

          (1)  Standard  Allocation  Method.  The income (or loss)  allocable to
     excess  contributions  for the Plan Year shall be determined by multiplying
     the  income  (or loss)  allocable  to the  Participant's  Salary  Reduction
     Account for the Plan Year by a fraction  [1] the  numerator of which is the
     excess  contributions for the Plan Year and [2] the denominator of which is
     the account balance of the Participant's Salary Reduction Account as of the
     beginning of the Plan Year increased by the Participant's  Salary Reduction
     Contributions for such Plan Year.

          (2) Alternative  Allocation  Method. As an alternative to the standard
     method of allocating income (or loss) to excess contributions  described in
     Section  4.4(b)(1)  , the  Committee  may use  any  reasonable  method  for
     computing income allocable to excess contributions provided that the method
     does not violate  Code  Section  401(a)(4),  is used  consistently  for all
     Participants and for all corrective  distributions  under the Plan for that
     Plan Year, is used for allocating income to Participants' Accounts,  and/or
     satisfies  such  other  requirements  as  may  be  set  forth  in  Treasury
     Regulations.

4.5 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.

     (a) Required Distribution. If Matching Contributions for a Plan Year do not
satisfy the Actual  Contribution  Percentage Test after all  contributions  have
been made under the Plan for such Plan Year,  the  Committee  shall,  as soon as
practicable  but in no event later than the last day of the following Plan Year,
distribute the excess aggregate  contributions  (as defined in Section 401(m)(6)
of the Code and Treasury Regulations  thereunder) and income (or loss) allocable
thereto to the Participants on whose behalf such excess aggregate  contributions
were  made in  accordance  with  Section  401(m)(6)  of the  Code  and  Treasury

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 21 of Restatement Effective January 1, 1998

Regulations thereunder. The Committee shall make every reasonable effort to make
any  distribution  under this Section 4.5 on or before March 15 of the Plan Year
following the Plan Year for which the Actual  Contribution  Percentage  Test was
not satisfied.

     (b) Income or Loss Allocable to Excess Aggregate Contributions.  The income
or loss allocable to excess aggregate  contributions  for the Plan Year shall be
determined in a manner similar to the  determination of income or loss allocable
to excess contributions under Section 4.4(b).

4.6 DISTRIBUTION OF EXCESS DEFERRALS .

     (a)  Permitted  Distribution.  If,  on or before  March 1st of any year,  a
Participant  notifies the Committee,  in accordance with Section 402(g)(2)(A) of
the Code and  Treasury  Regulations  thereunder,  that all or part of the Salary
Reduction  Contributions  made for his benefit  represent an excess deferral (as
defined in Section  402(g) of the Code) for the  preceding  taxable  year of the
Participant,  the  Committee  shall make every  reasonable  effort to cause such
excess  deferral to be  distributed  to the  Participant  no later than April 15
following such notification.

     (b)  Income or Loss  Allocable  to  Excess  Deferrals.  The  income or loss
allocable to excess  deferrals for the Plan Year shall be determined in a manner
similar to the determination of income or loss allocable to excess contributions
under Section 4.4(b).

     (c) Coordination With Excess Contributions.

          (1) The amount of excess contributions to be distributed under Section
     4.4 with respect to a  Participant  for a Plan Year shall be reduced by the
     amount of excess  deferrals  previously  distributed to the Participant for
     the Participant's taxable year ending with or within the Plan Year.

          (2) The amount of excess deferrals that may be distributed  under this
     Section  4.6 with  respect  to a  Participant  for a taxable  year shall be
     reduced by the amount of excess contributions  previously  distributed with
     respect to the  Participant for the Plan Year beginning with or within such
     taxable year.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 22 of Restatement Effective January 1, 1998



                                    ARTICLE V

                         LIMITATION ON ANNUAL ADDITIONS

5.1 GENERAL  LIMITATION . The Annual Addition to a Participant's  Accounts under
the Plan for any  Limitation  Year,  when added to the Annual  Additions  to his
accounts for such year under all other defined  contribution plans maintained by
the Corporation or any Affiliate,  shall not exceed the lesser of (i) $30,000 or
(ii) 25 percent of the  Participant's  Taxable  Compensation for such Limitation
Year.  This Section 5.1, in the form set forth  hereinabove,  shall be effective
for Limitation Years beginning on or after April 1, 1995.


5.2 ADJUSTMENT TO REDUCE ANNUAL ADDITION . A Participant's Annual Addition under
the Plan shall be reduced to satisfy the limitation of Section 5.1 as follows:


     (a) Any Salary  Reduction  Contribution not yet paid to the Trustee for the
Limitation Year shall not be made. The Salary  Reduction  Contribution  shall be
paid instead to the Participant.

     (b) Any Salary Reduction  Contribution  already paid to the Trustee for the
Limitation  Year  shall,  to the  extent  permitted  by the  Code  and  Treasury
Regulations, be withdrawn from the Trust Fund and distributed to the Participant
together with gains attributable to such Salary Reduction Contribution.


     (c) If the Annual Addition for any  Participant  exceeds the limitations of
Section 5.1 after the  adjustments  described in Section 5.2(a) and 5.2(b),  the
excess  amounts in the  Participant's  Accounts  shall be held  unallocated in a
suspense account and used to reduce Salary Reduction  Contributions for the next
Limitation  Year  (and  succeeding  Limitation  Years,  as  necessary)  for  the
Participant  if that  Participant  is  covered  by the Plan as of the end of the
Limitation  Year.  However,  if the Participant is not covered by the Plan as of
the  end of  the  Limitation  Year,  then  the  excess  amounts  shall  be  held
unallocated  in a suspense  account for the  Limitation  Year and  allocated and
reallocated in the next Limitation Year to all of the remaining  Participants in
the Plan so as to reduce Salary Reduction  Contributions for the next Limitation
Year (and  succeeding  Limitation  Years, as necessary) for all of the remaining
Participants.  If a  suspense  account  is in  existence  at any  time  during a
particular  Limitation  Year,  other than the  Limitation  Year described in the
preceding  sentence,  all amounts in the suspense account shall be allocated and
reallocated to the Participants  before any Salary Reduction  Contributions  are
made under the Plan for the Limitation Year.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 23 of Restatement Effective January 1, 1998


5.3  LIMITATION  APPLICABLE TO  PARTICIPANTS  WHO ALSO  PARTICIPATE IN A DEFINED
BENEFIT  PLAN  . In  the  case  of a  Participant  who  participates  in or  has
participated  in a defined  benefit plan  maintained  by the  Corporation  or an
Affiliate, the sum of the Participant's "defined contribution plan fraction" (as
determined  under  Section  415(e)  of the  Code  and the  Treasury  Regulations
thereunder) and his "defined benefit plan fraction" (as determined under Section
415(e) of the Code and the Treasury Regulations  thereunder) for such Limitation
Year shall not exceed 1.0. The adjustment required to meet this limitation shall
be made in the defined benefit plan. However, if the adjustment required to meet
this limitation cannot be made in the defined benefit plan, the adjustment shall
be made by reducing Salary Reduction Contributions under this Plan. This Section
5.3 shall not apply after December 31, 1999.

5.4 RULES FOR APPLYING LIMITATION .

     (a) Definition of Annual Addition.  "Annual Addition" means, in the case of
any  Participant  and with respect to this Plan, the sum for any Limitation Year
of all  Contributions  credited  to the  Participant's  Accounts  for such year,
unreduced by any distributions under Section 4.4 (excess contributions), Section
4.5 (excess aggregate contributions or Section 4.6 (excess deferrals) (except as
provided  in  Treasury  Regulations  under  Code  Section  415(c)(2)).   "Annual
Addition"  means,  in the case of any  Participant and with respect to all other
defined  contribution plans maintained by the Corporation or any Affiliate,  the
sum  for  any  Limitation  Year  of all  (i)  employer  contributions,  employee
contributions,  and forfeitures,  as described in Section  415(c)(2) of the Code
and Treasury  regulations  thereunder,  unreduced by any distributions of excess
contributions,  excess aggregate  contributions,  or excess deferrals (except as
provided in Treasury Regulations under Code Section 415(c)(2)), and (ii) amounts
described under Section  415(l)(1) and Section 419(d)(2) of the Code credited to
the Participant's accounts for the Limitation Year.

     (b) Definition of Affiliate. For purposes of this Article V, in determining
whether a corporation is an Affiliate,  as defined in Section 1.5, membership in
a controlled  group of  corporations  shall be  determined on the basis of a 50%
control test rather than an 80% control test.

     (c) Definition of Taxable Compensation.  "Taxable Compensation" means, with
respect to a Participant for each Limitation Year, compensation as defined under
Code Section 415(c)(3) and the Treasury  Regulations  thereunder.  Effective for
Limitation  Years beginning on and after April 1, 1998,  "Taxable  Compensation"
shall  include  elective  deferrals (as defined in Code Section  402(g)(3))  and
salary  reduction  contributions  under a cafeteria  plan that are excluded from
gross income under Code Section 125.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 24 of Restatement Effective January 1, 1998


     (d) Code Section 401(a)(17)  Limitation.  In no event shall a Participant's
Taxable Compensation for a Limitation Year beginning on or after January 1, 1994
exceed  $150,000 or such larger  amount as the  Secretary  of the  Treasury  may
determine for such  Limitation  Year under Section  401(a)(17) of the Code. This
Section  5.4(d),  in the form set  forth  hereinabove,  shall be  effective  for
Limitation Years beginning on and after April 1, 1997.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 25 of Restatement Effective January 1, 1998



                                   ARTICLE VI

                             PARTICIPANTS' ACCOUNTS

6.1 ACCOUNTS .

     (a) In  General.  The  Committee  shall  establish  and  maintain  for each
Participant,  on a unit basis, one or more of the following individual Accounts,
as appropriate, to record the interest of the Participant in the Trust:

          (1) Salary Reduction  Contribution  Account to which shall be credited
     the Participant's Salary Reduction Contributions.

          (2)  Matching  Contribution  Account to which  shall be  credited  the
     Participant's Matching Contributions.

     (b) Additional Accounts and Subaccounts.  The Committee shall establish and
maintain a  subaccount  within  each  Account to reflect  the  interest  of each
Account in each Investment Fund. The Committee shall also establish and maintain
such other Accounts or subaccounts,  including a loan account and/or subaccount,
as it may deem necessary or desirable to carry out the provisions of the Plan.

     (c)  Segregation  of Assets Not  Required.  The  maintenance  of individual
Accounts and  subaccounts is for accounting  purposes only, and a segregation of
the Trust assets to each Account or subaccount shall not be required.


6.2 ADJUSTMENT OF ACCOUNTS . As of each Valuation Date, the Committee shall make
the following adjustments to each Account of each Participant:

     (a) Opening Balance.  The balance of the Account immediately  following the
adjustment  of  such  Account  as of  the  preceding  Valuation  Date  shall  be
determined.

     (b)  Contributions.  The Account  shall be  increased  by the amount of any
contributions  and any  repayments of a loan  properly  credited to such Account
since the preceding Valuation Date.

     (c) Distributions. The Account shall be reduced by the amount of any loans,
withdrawals  or  distributions  properly  charged  to  such  Account  since  the
preceding Valuation Date.

     (d) Other  Adjustments.  The  Account  shall be  appropriately  adjusted to
reflect any other transaction affecting it.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 26 of Restatement Effective January 1, 1998


     (e) Allocation of Trust Income or Loss.  Each  subaccount that reflects the
interest of an Account in an Investment Fund shall be appropriately  adjusted to
reflect the net  increase or decrease in the fair market  value of the assets of
the Investment  Fund  (resulting  from income,  gain, loss and expense since the
preceding Valuation Date) in which the subaccount is invested. Such net increase
or  decrease  shall be  allocated  to each  subaccount  ratably  on the basis of
subaccount  balances in a uniform and consistent manner. Each Account shall then
be adjusted to reflect the net increase or decrease of each  subaccount  of such
Account.

6.3 VALUATION OF ACCOUNTS . The value of a  Participant's  Accounts  showing his
interest in the Trust shall be determined as of each Valuation Date.
 
6.4 NOTICE TO PARTICIPANTS . Within a reasonable time after the last day of each
Plan Year, the Committee shall notify each Participant (and each alternate payee
under a QDRO and each  Beneficiary of a deceased  Participant) of the balance in
such Participant's  Accounts as of the last day of such Plan Year. The Committee
may in its  discretion  notify such persons of the balance in their  Accounts at
more frequent intervals.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 27 of Restatement Effective January 1, 1998



                                   ARTICLE VII

                            FUNDING AND INVESTMENTS

7.1 FUNDING POLICY AND METHOD . The funding policy and method of the Plan is the
deposit of all contributions  with the Trustee,  in accordance with the terms of
the Trust  Agreement,  with the right given each  Participant  to designate  the
Investment Fund(s) in which his interest in the Trust Fund is to be invested, as
described in this Article.  The Committee is responsible  for the funding policy
of each of the  Investment  Funds,  including the  liquidity  needs of each such
Fund.

7.2 THE INVESTMENT FUNDS .

     (a) In General. The Committee shall make available three or more Investment
Funds for the investment of a Participant's  Salary Reduction  Contributions and
Matching  Contributions,  and  rollover  contributions,  if  any.  Each  of  the
Investment  Funds shall have such  investment  objectives as the Committee shall
approve,  it being intended that each  Participant  shall be offered a number of
investment  choices,  at least some of which have materially  different risk and
return characteristics, which will permit the selection by the Participant of an
investment  portfolio  suitable  to  his  investment  objectives.  Each  of  the
Investment Funds shall consist of one or more investment  vehicles selected from
time to time by the Committee, including without limitation, pooled funds and/or
mutual funds.  Assets of each Investment Fund may be temporarily held in cash or
invested  in  short-term  fixed  income   obligations   issued  by  governments,
government  agencies,  or corporations,  including bank deposits.  The Committee
shall provide reasonably  detailed  information to the Participants with respect
to the Investment Funds.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 28 of Restatement Effective January 1, 1998


     (b) Change of Investment  Funds.  The Committee shall have the right to add
additional  Investment Funds and/or to eliminate one or more existing Investment
Funds with or  without  replacing  it or them with  another  Investment  Fund or
Funds.

     (c) Voting of Shares. The Trustee shall be entitled to vote all shares held
in an Investment Fund, including without limitation, shares of a mutual fund.

7.3 INVESTMENT OF CONTRIBUTIONS .

     (a) Investment by Participants. Salary Reduction Contributions and Matching
Contributions  shall be invested in one or more of the Investment Funds, as each
Participant shall elect, in accordance with Section 7.4.

     (b) Change of  Investment  Fund.  If an  Investment  Fund is  eliminated or
replaced (the "Replaced  Investment Fund") with a different Investment Fund, the
Committee  may  direct the  Trustee  to  transfer  all of the  Account  balances
invested in the Replaced  Investment Fund to one or more other Investment Funds.
As soon as  administratively  practicable  before or after  such  transfer,  the
Committee  shall obtain new  investment  elections  for such  Accounts  from the
Participants and  beneficiaries  with such Accounts,  and shall designate one or
more  Investment  Funds  to  which  a  Participant's  Account  balances  will be
transferred in the absence of a timely  election.  The Committee  shall also, as
soon as  administratively  practicable before Investment Funds are eliminated or
replaced,  obtain new  investment  elections from  Participants  with respect to
future  Contributions  and shall designate one or more Investment Funds in which
such  contributions  will be invested in the absence of a timely election by the
Participant.

 
7.4 INVESTMENT ELECTIONS .

     (a) Initial Election.

          (1) Salary Reduction  Contributions.  Each Participant shall file with
     the Committee a properly completed investment election designating that his
     future Salary Reduction  Contributions are to be invested in one or more of
     the  Investment  Funds,  in  multiples  of 5%, or in other  percentages  or
     fractions  authorized by the Committee.  If no election is ever filed,  the
     Participant  shall be deemed to have elected 100% GIC Fund or similar fixed
     income fund  selected by the  Committee.  An  election  under this  Section
     7.4(a)  shall be effective as of the  effective  date of the  Participant's
     participation  in the Plan,  and shall  remain in effect  until  changed in
     accordance with Section 7.4(b).

          (2) Matching  Contributions.  A Participant's  Matching  Contributions
     shall be invested in the same manner as his Salary Reduction Contributions.

          (3)  Rollover  Contribution.  Each  Participant  who makes a  rollover
     contribution  shall  designate in writing one or more  Investment  Funds in
     which such contribution is to be invested,  in multiples of 5%, or in other
     percentages  or fractions  authorized by the  Committee.  Such  designation
     shall be provided to the  Committee at least 15 days before the rollover is
     made.

     (b) Change of Election.  A Participant  may change his investment  election
for future Salary Reduction  Contributions  by filing a new investment  election
with the  Committee.  Such  election  shall be effective  with respect to Salary
Reduction   Contributions  and  Matching  Contributions  made  after  the  first

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 29 of Restatement Effective January 1, 1998


Valuation Date that occurs at least 15 days after the election is filed (or such
different number of days as may be authorized by the Committee).

     (c) Reinvestment of Existing Balances.

          (1) In General. A Participant  (including a former Participant who has
     not received complete  distribution of his Accounts) may direct that all or
     a portion of his existing  balances in any Investment Fund be reinvested in
     one or more different  Investment  Funds, in such  percentages or fractions
     permitted under Section 7.4(a) as he shall specify.

          (2) When Reinvestment Becomes Effective.  Transfers out of or into any
     Investment Fund (subject to restrictions  imposed by individual  Investment
     Funds) may be made  monthly,  effective as of the last  business day of the
     month. A Participant shall direct such transfer by filing a notice with the
     Committee at least 15 days prior to the day the transfer is to be effective
     (or on such shorter notice as may be authorized by the Committee).

          (3)  Limitations  on  Reinvestment.  The  Committee by rule of general
     application  may limit the number of  elections  pursuant  to this  Section
     7.4(c) that may be made during a Plan Year or other period.

7.5 ALLOCATION OF WITHDRAWALS,  LOANS AND  DISTRIBUTIONS . Where a Participant's
Contributions  are invested in more than one Investment  Fund, the amount of any
withdrawal,  loan, or distribution shall be charged against each such Investment
Fund in  proportion to the  Participant's  Account  balance in each,  unless the
Committee shall establish  procedures  permitting  Participants to designate the
source of a loan, withdrawal or distribution and the Participant shall have made
a designation.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 30 of Restatement Effective January 1, 1998



                                  ARTICLE VIII

                               RIGHTS TO ACCOUNTS

8.1  SEPARATION  FROM  SERVICE . A  Participant  shall  have a fully  vested and
non-forfeitable interest in his Salary Reduction Account and Rollover Account at
all times. Upon a Participant's separation from service with the Corporation and
all  Affiliates  for  any  reason  except  death,  and  including   resignation,
retirement,  disability or other termination of employment, his Salary Reduction
Account  and  Rollover   Account,   and  the  vested  portion  of  his  Matching
Contribution Account shall be subject to distribution in accordance with Article
IX.


8.2 DEATH . If a  Participant  dies  before  separating  from  service  with the
Corporation and all Affiliates, or after such separation from service but before
his Accounts have been  distributed  to him, his Salary  Reduction  Contribution
Account  and  Rollover   Account,   and  the  vested  portion  of  his  Matching
Contribution  Account,  shall be distributed to his Beneficiary or Beneficiaries
in accordance with Article IX.


8.3 DESIGNATION OF BENEFICIARIES .

     (a) Designation of Beneficiary by Married Participant.

          (1) Primary  Beneficiary.  If a Participant was married at the time of
     death,  he shall be deemed to have  designated his surviving  spouse as his
     sole  primary   Beneficiary  unless  prior  to  his  death  he  effectively
     designated  as primary  Beneficiary  one or more  persons in addition to or
     instead of his surviving spouse.

          (2) Consent of Spouse.  No designation under Section 8.3(a)of a person
     other than the  Participant's  spouse shall be effective  unless either (i)
     the Participant's  surviving spouse consents in writing to the designation,
     such consent  acknowledges the effect of the designation and identifies the
     non-spouse  Beneficiary  (including  any  class  of  Beneficiaries  or  any
     contingent  Beneficiaries)  or  authorizes  the  Participant  to  designate
     Beneficiaries  without further consent,  and such consent is witnessed by a
     notary  public or Plan  representative,  or (ii) it is  established  to the
     satisfaction of the Committee that the consent required under (i) above can
     not be obtained  because  there is no spouse,  because the spouse cannot be
     located,  or because of such other  circumstances  as the  Secretary of the
     Treasury may prescribe,  and (iii) if the non-spouse Beneficiary designated
     in accordance  with this Section  8.3(a) is a natural  person,  such person
     survives the Participant.

          (3) Consent Limited to Current  Spouse.  Any consent by a spouse under
     Section 8.3(a)(2), or a determination by the Committee with respect to that

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 31 of Restatement Effective January 1, 1998


     spouse under  Section  8.3(a)(2),  shall be effective  only with respect to
     that spouse. Any such consent shall be irrevocable,  but shall be effective
     only with  respect  to the  specific  Beneficiary  designation  unless  the
     consent  expressly  authorizes the  Participant to designate  Beneficiaries
     without further consent.

          (4) Secondary Beneficiary.  A married Participant may designate one or
     more  secondary  Beneficiaries  with the  consent  of his spouse or, if his
     spouse is the primary  Beneficiary,  without the consent of his spouse. Any
     consent must be in accordance with Sections 8.3(a)(2) and 8.3(a)(3).

     (b) Designation of Beneficiary by Unmarried Participant.  A Participant who
is not married may designate one or more primary  Beneficiaries  and one or more
secondary  Beneficiaries.  However, if the Participant subsequently marries, the
Participant's  spouse  shall be deemed his sole primary  Beneficiary  unless his
spouse consents to the designation of a different Beneficiary in accordance with
Section 8.3(a).

     (c) Manner of Designation.  The designation of a Beneficiary  shall be on a
form  prescribed  by the  Committee  and filed  with the  Committee  before  the
Participant's death.

     (d)  Right to  Change  Beneficiary.  A  Participant  who has  designated  a
Beneficiary  in accordance  with this Section 8.3 may change the  designation at
any time by filing a new designation with the Committee. A new designation shall
not be effective  unless it satisfies  the consent  requirements  under  Section
8.3(a).

     (e) Multiple Beneficiaries.  Unless the Participant's  designation provides
otherwise,  if more  than  one  primary  Beneficiary  has been  designated,  the
surviving primary  Beneficiaries  shall share equally. If no primary Beneficiary
survives  the  Participant,  and  the  Participant  has  designated  one or more
secondary  Beneficiaries,  the  surviving  secondary  Beneficiaries  shall share
equally.  A  Participant's  designation  may provide  different  rules as to the
respective  interests  of  multiple  or  alternative  Beneficiaries,   and  such
different rules shall be recognized by the Plan.

     (f) No Surviving  Beneficiary.  If a Participant dies without a Beneficiary
(and  has  no  surviving  spouse  deemed  a  Beneficiary   pursuant  to  Section
8.3(a)(1)), his entire interest in the Plan shall be paid to his estate.

     (g)  Meaning  of  "Spouse".  "Spouse"  shall  mean  the  person  to  whom a
Participant was legally married on the date of his death,  but shall not include
a spouse who was  legally  separated  from the  Participant  pursuant to a court
order.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 32 of Restatement Effective January 1, 1998


8.4 RESTRICTIONS ON DISTRIBUTION .

     (a) Restrictions on In-Service Distribution.  Except as provided in Article
X (Withdrawals During Employment and Loans), no Participant shall be entitled to
receive  any  portion of his  Accounts  under the Plan prior to his  retirement,
death, or other separation from service with the Corporation and all Affiliates.

     (b) General Restriction. Notwithstanding any other provision in the Plan to
the contrary,  no distribution of a Participant's  Accounts (except his rollover
account as  permitted  in Section) shall occur  unless a  distribution  of such
Participant's  Salary Reduction  Contributions  would be permitted under Section
401(k)(2)(B) of the Code and Treasury Regulations thereunder.

8.5 FORFEITURE OF MATCHING CONTRIBUTION ACCOUNT.

     (a) Forfeiture Following Break in Service. If a Participant ceases to be an
Employee  for any  reason  other than death  before  his  Matching  Contribution
Account  has  become  fully  vested  in  accordance  with  Section  3.2(d) , the
nonvested portion of his Matching  Contribution Account shall be forfeited as of
the last day of the Plan Year in which the  Participant  receives a distribution
(including a direct  rollover) of his vested Account Balances under the Plan or,
if  sooner,  as of the last day of the Plan  Year in which he  incurs  his fifth
consecutive one-year Break in Service.

          (1)  Restoration  of Forfeited  Amount.  If the  Participant  incurs a
     forfeiture  following a distribution  of the vested portion of his Matching
     Contribution Account balance, the amount forfeited shall be restored if the
     Participant  completes an Hour of Service before incurring five consecutive
     one-year Breaks in Service. In such case, the vested amount credited to the
     Participant's  Matching  Contribution  Account  on any given date after his
     reemployment  shall  equal A  minus  B  where:  "A" is the  product  of the
     Participant's  Vested Percentage  (determined under Section 3.2(d)) on such
     date multiplied  times the sum of his total Matching  Contribution  Account
     immediately  preceding the prior  distribution  plus all additions  thereto
     after  his  reemployment,  and  where  "B" is  the  vested  portion  of the
     Participant's  Matching  Contribution  Account  balance that was previously
     distributed.

     (b) Forfeiture  Following  Death. If a Participant dies before his Matching
Contribution Account has become fully vested in accordance with Section 3.2(d) ,
the nonvested portion of his Matching Contribution Account shall be forfeited as
of the last day of the Plan Year in which his death occurs.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 33 of Restatement Effective January 1, 1998


     (c)  Forfeitures  Used to Reduce Employer  Contributions.  The portion of a
Matching  Contribution Account that is forfeited under this Section 8.5 shall be
used to reduce Employer  contributions  required for Matching Contributions in a
manner determined by the Committee.

8.6 QUALIFIED  DOMESTIC  RELATIONS  ORDERS . A  Participant's  or  Beneficiary's
interest  in the Plan and  Trust  Fund  shall be  subject  to the  rights  of an
alternate payee under the provisions of a Qualified Domestic Relations Order, to
the extent required by law. The Committee shall establish reasonable  procedures
for  determining  the  qualified  status of a domestic  relations  order and for
otherwise  dealing  with  such  orders.  For  the  purposes  of such  orders,  a
Participant's "earliest retirement age" under the Plan is the earlier of (i) the
date that the  Participant is entitled to a  distribution  of his Accounts under
Section  9.1,  (ii) the date the  Participant  attains age 50, or (iii) the date
that the Committee  determines  that a domestic  relations  order is a Qualified
Domestic  Relations Order. In accordance with the terms of a Qualified  Domestic
Relations  Order,  distribution  to an  alternate  payee  may be made as soon as
practicable  following the Participant's  earliest retirement age, provided that
such   alternate   payee  requests  and  consents  to  the   distribution.   The
Participant's  consent in  accordance  with Section  9.1(c)is not required for a
distribution to an alternate payee.

8.7 CLAIMS  PROCEDURES . The Committee shall  establish and maintain  reasonable
claims  procedures  with respect to each type of benefit  under the Plan,  which
procedures  shall  advise  Participants  and  Beneficiaries  of the  method  for
applying  for benefits and shall  include  procedures  for review of any benefit
determination, for written notice to the claimant in the event a claim is denied
in whole or in part,  and for the review by the  Committee  of claims  denied in
whole or in part.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 34 of Restatement Effective January 1, 1998


                                   ARTICLE IX

                            DISTRIBUTION OF ACCOUNTS

9.1 TIME OF DISTRIBUTION .


     (a) In General.  If a  Participant's  Accounts become  distributable  under
Section 8.1,  distribution of such Accounts shall be made as soon as practicable
after  the  month in which  the  Participant  separates  from  service  with the
Corporation and all Affiliates. If a Participant's Accounts become distributable
under  Section  8.2,  distribution  of such  Accounts  shall  be made as soon as
practicable  after  the end of the  calendar  quarter  in  which  the  Committee
receives notice of his death.

     (b) Direct Rollover Notice. Notwithstanding Section 9.1(a), distribution of
a  Participant's   Accounts  shall  not  be  made  to  a  Participant  or  other
"distributee"  (as defined in Section  9.4(a))  until at least 30 days after the
Participant or other distributee has received the written  explanation  required
under  Section  9.4(c) , unless the 30-day  period has been waived in accordance
with that section.

     (c) Consent to Distributions Before Age 65.

          (1)  Limitation  on Immediate  Distribution.  Notwithstanding  Section
     9.1(a) , if the  value  of a  Participant's  Accounts  exceeds  $5,000  (or
     exceeded $5,000 at the time of any prior distribution),  no distribution to
     the  Participant  shall  be made  before  the  Participant  attains  Normal
     Retirement  Age  unless  the  Participant  consents  in  writing to earlier
     payment.  The Committee shall give the  Participant  written notice that he
     need not accept  distribution  prior to Normal  Retirement Age. The written
     notice  shall be  furnished  at least  30 days,  but not more  than 90 days
     before the date of distribution,  unless the Participant  waives the 30-day
     notice in  accordance  with  applicable  Treasury  rules.  Such  notice and
     consent shall not be required after the death of the Participant.

          (2)  Distribution   Where  Participant   Fails  to  Consent.   If  the
     Participant's  consent  is  required  under  Section  9.1(c)(1)  but is not
     provided prior to the time distribution is to be made,  distribution  shall
     be made or commenced as soon as practicable after the end of the month next
     following  the  earliest  of the  following:  (i) the date the  Participant
     attains Normal  Retirement  Age, (ii) the date the Committee is notified of
     the Participant's  death, or (iii) the date the Committee receives from the
     Participant a written request for and consent to distribution.

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Columbus McKinnon Corporation Thrift 401(k) Plan
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     (d)  Latest  Date of  Distribution.  In no event,  unless  the  Participant
otherwise elects in accordance with Section 401(a)(14) of the Code and Section ,
will the payment of a  Participant's  Accounts  commence later than the 60th day
after  the  latest  of the  following:  (i) the  close of the Plan Year in which
occurs the Participant's  Normal Retirement Age; (ii) the close of the Plan Year
in which  occurs  the tenth  anniversary  of the year in which  the  Participant
commenced  participation  in the  Plan;  or (iii)  the close of the Plan Year in
which  the  Participant's  service  with  the  Corporation  and  all  Affiliates
terminates.

     (e)  Retiree May Defer  Distribution.  A  Participant  who  separates  from
service  after age 65, or after  age 60 (age 55 after  March 31,  1998) if he is
eligible for an immediate  pension from a defined  benefit plan of his Employer,
may elect,  by notice filed with the  Committee,  to defer  distribution  of his
Accounts  until  December  31 of a  designated  year that is not later  than the
taxable  year of the  Participant  in  which  he  will  attain  age 70 1/2.  The
Participant's  Accounts shall be distributed as soon as is practicable after the
designated  December  31,  or as soon  as is  practicable  after  the end of any
earlier calendar quarter in which he files a written request for payment.


9.2 FORM OF DISTRIBUTION. Distribution of a Participant's Accounts shall be made
in cash in a lump sum.

9.3 REQUIRED MINIMUM DISTRIBUTIONS .

     (a) General Rule.  Payment of a  Participant's  benefit  shall  commence no
later than April 1 of the calendar year following the calendar year in which the
Participant  attains age  70-1/2.  Benefits  payable  during any  calendar  year
following  the  calendar  year in which the  Participant  attains age 70-1/2 and
before  actual  retirement  shall  be  recomputed  as of the  first  day of such
calendar  year and  shall  be  increased  (but not  decreased)  to  reflect  any
additional year of Benefit Service  completed  during the immediately  preceding
calendar year.

     (b)  Election  To  Defer  Benefits.   Notwithstanding   Section  9.3(a),  a
Participant  who is not a "5-Percent  Owner" and who continues to be an Employee
after attaining age 70-1/2 may elect to defer the commencement of benefits until
the he ceases to be an Employee.  The election  shall be made at the time and in
the manner  determined by the Committee.  The benefit payable to the Participant
upon actual retirement shall be determined under Section 9.3(a). For purposes of
this Section  9.3, a  Participant  is a  "5-percent  owner" if he is a 5-percent
owner of the  Corporation  or any  Affiliate  within the meaning of Code Section
416(i) at any time during the Plan Year ending with the  calendar  year in which
he attains age 66-1/2 or any subsequent Plan Year.

     (c) Required  Distributions.  Notwithstanding  any other  provision in this
Plan,  all  distributions  under the Plan shall be made in accordance  with Code
Section  401(a)(9)   (concerning   required   distributions)  and  the  Treasury
Regulations issued  thereunder,  including the minimum  distribution  incidental
benefit   requirements  set  forth  in  Proposed  Treasury   Regulation  Section
1.401(a)(9)-2  (or  any  successor  section).  Code  Section  401(a)(9)  and the
regulations  thereunder  shall  supersede  any  distribution  option or  benefit
deferral provision under the Plan that is inconsistent therewith.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 36 of Restatement Effective January 1, 1998


     (d) Effective Date. Section 9.3, in the form set forth  hereinabove,  shall
be effective for Plan Years beginning on and after January 1, 1997.


9.4 ELIGIBLE ROLLOVER DISTRIBUTIONS .

     (a)  Definitions.  For purposes of this Section  9.4, the  following  terms
shall have the following meanings:

          (1)   "ELIGIBLE   ROLLOVER   DISTRIBUTION."   An  "eligible   rollover
     distribution"  is any  distribution of all or any portion of the balance to
     the  credit  of  the   distributee,   except  that  an  eligible   rollover
     distribution does not include:  any distribution that is one of a series of
     substantially  equal periodic  payments (not less frequently than annually)
     made for the life (or life  expectancy)  of the  distributee  or the  joint
     lives (or joint life expectancies) of the distributee and the distributee's
     designated beneficiary,  or for a specified period of 10 years or more; any
     distribution  to the extent such  distribution  is required  under  section
     401(a)(9)  of the Code;  and the  portion of any  distribution  that is not
     included in gross income  (determined  without  regard to the exclusion for
     net unrealized appreciation with respect to employer securities).

          (2) "ELIGIBLE  RETIREMENT  PLAN." An "eligible  retirement plan" is an
     individual  retirement  account described in Section 408(a) of the Code, an
     individual  retirement  annuity described in Section 408(b) of the Code, an
     annuity plan described in Section 403(a) of the Code, or a qualified  trust
     described in Section  401(a) of the Code,  that  accepts the  distributee's
     eligible  rollover  distribution.  However,  in  the  case  of an  eligible
     rollover distribution to a surviving spouse, an eligible retirement plan is
     an individual retirement account or individual retirement annuity.

          (3)  "DISTRIBUTEE."  A  "distributee"  includes  an Employee or former
     Employee. In addition, the Employee's or former Employee's surviving spouse
     and the Employee's or former  Employee's  spouse or former spouse who is an
     alternate payee under a qualified  domestic  relations order, as defined in

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 37 of Restatement Effective January 1, 1998


     section 414(p) of the Code, are distributees with regard to the interest of
     the spouse or surviving spouse.

          (4) "DIRECT ROLLOVER." A "direct rollover" is a payment by the Plan to
     the eligible retirement plan specified by the distributee.

     (b)  Application of Section.  Notwithstanding  any provision in the Plan to
the contrary that would  otherwise  limit a  distributee's  election  under this
Section 9.4, a distributee may elect,  at the time and in the manner  prescribed
by  the  Committee,  to  have  all  or  any  portion  of  an  eligible  rollover
distribution paid in a direct rollover  directly to an eligible  retirement plan
specified by the distributee,  provided that the eligible rollover  distribution
or  portion  thereof  is at least  equal to the  minimum  amounts  specified  in
Treasury Regulations.

 
     (c) Written  Explanation  Required.  The  Committee  shall  furnish to each
distributee  who is  entitled  to an eligible  rollover  distribution  a written
explanation  describing the distributee's right to elect a direct rollover,  the
federal income tax  withholding  rules  applicable if the  distributee  does not
elect a direct  rollover,  and such other  information  as may be required under
Section 402(f) of the Code. The written  explanation shall be furnished at least
30 days  but no more  than  90  days  before  the  Annuity  Starting  Date.  The
distributee may elect to waive the 30 day notice requirement,  provided that the
distributee is first clearly advised in writing  concerning his right to take up
to 30 days to decide whether to elect a direct rollover.

     (d) Requirements for Election.  Any direct rollover  election shall be made
on a form  prescribed  for that  purpose  by the  Committee,  shall  advise  the
Committee  of the  name of the  eligible  retirement  plan to which  the  direct
rollover is to be made, shall include a  representation  by the distributee that
the  recipient  plan is an eligible  retirement  plan,  and shall  include  such
additional  information  as may be needed by the  Committee to effect the direct
rollover.  An  election  made with  respect to the first of a series of eligible
rollover  distributions  shall be deemed to have been made with  respect to each
subsequent  distribution in the series until a different  election is filed with
the Committee.

     (e) No  Obligation To Determine  Status Of Recipient  Plan. No fiduciary or
other person acting on behalf of the Plan shall have any obligation to determine
whether  the  recipient  plan  identified  in a  distributee's  direct  rollover
election is in fact an eligible retirement plan.

9.5  APPLICATION FOR BENEFITS . A Participant (or Beneficiary or alternate payee
under a QDRO) must file an application on a form  prescribed by the Committee in
order to request a distribution under the Plan.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 38 of Restatement Effective January 1, 1998

 
9.6  PAYMENT TO INFANTS AND  INCOMPETENT  PERSONS . If any  Participant  (or his
Beneficiary or alternate payee under a QDRO) is under the age of majority or is,
in the judgment of the Committee,  legally,  physically or mentally incapable of
personally  receiving and receipting for any payment due hereunder,  payment may
be made to the  guardian or other legal  representative  of such  person,  or if
none, to such other person or institution that, in the opinion of the Committee,
is then  maintaining  or has  custody  of the  Participant  (or  Beneficiary  or
alternate  payee).  Such payments shall constitute a full discharge with respect
thereto.  The  Committee  may  withhold  the payment of any amount that shall be
payable in  accordance  with the  provisions of the Plan to a person under legal
disability  until a  representative  of such person  competent  to receive  such
payment on his behalf shall have been appointed pursuant to law.


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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 39 of Restatement Effective January 1, 1998


                                    ARTICLE X

                    WITHDRAWALS DURING EMPLOYMENT AND LOANS

10.1 WITHDRAWAL AFTER AGE 59 1/2 . A Participant who has attained age 59 1/2 may
withdraw  from the Plan such amount as he chooses by written  request filed with
the  Committee.  Withdrawal  will  be  effective  as of  the  first  practicable
Valuation Date after such request is filed.
 
10.2 ROLLOVER  CONTRIBUTIONS . A Participant may withdraw Rollover Contributions
(and earnings thereon) from the Plan to the extent permitted in Section 3.3(d).

10.3 HARDSHIP WITHDRAWALS .

     (a)  Withdrawals  Permitted.   Any  Participant  who  suffers  a  financial
hardship,  as  defined  in this  Section  10.3,  may,  during  the course of his
employment,  file a written request with the Committee to withdraw up to 100% of
the balance of his Account  (exclusive  of any rollover  account) as of December
31,  1988,  plus the amount of his  Salary  Reduction  Contributions  made after
December 31, 1988 (or their value,  if less).  If approved,  withdrawal  will be
effective as of the Valuation Date coinciding with or next following the date of
such approval.

     (b) Procedure for Requesting  Withdrawal.  The request for withdrawal shall
be on a form  prescribed  by the  Committee  and  shall  set  forth  the  amount
requested,  the facts establishing the existence of the financial hardship,  and
such financial information and supporting data as the Committee by uniform rules
shall  require.  A request  under  this  Section  10.3 will be  approved  if the
Participant  demonstrates  to the  satisfaction of the Committee that (i) he has
incurred an immediate and heavy financial need, as described in Section 10.3(d),
and (ii) the  withdrawal  is  necessary  to satisfy  such need,  as described in
Section  10.3(e).  If the Committee  approves a withdrawal,  it shall direct the
Trustee to distribute  to the  Participant  in a single sum the amount  required
(subject to the provisions of Section 9.4 concerning direct rollovers).

     (c) Amount of Withdrawal. No withdrawal made pursuant to this Section shall
exceed the amount  required to satisfy the need  created by the  hardship.  Such
amount may include  any amounts  necessary  to pay any  federal,  state or local
income taxes or penalties reasonably anticipated to result from the withdrawal.

     (d) Meaning of "Financial Hardship". For purposes of this Section 10.3, the
term  "financial  hardship"  means an immediate and heavy  financial need of the
Participant as described in this Section 10.3(d).

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 40 of Restatement Effective January 1, 1998


          (1) Evidence of  Financial  Hardship.  The  Committee  will  determine
     whether the  Participant has incurred an immediate and heavy financial need
     on the basis of the facts and circumstances presented to the Committee. The
     following  types of  expenses  shall  qualify  as an  immediate  and  heavy
     financial need:

               (A) Capital  expenditures for the maintenance or enhancement of a
          primary residence, including expenses for major remodeling, alteration
          or improvements to such a residence;

               (B) Room,  board,  tuition  and other costs  associated  with the
          education of the Participant or a member of his immediate family;

               (C)  Burial  and other  expenses  associated  with the death of a
          member of the Participant's immediate family;

               (D)  Extraordinary  legal costs incurred by the  Participant or a
          member of his immediate family;

               (E)  Expenses  associated  with the  Participant's  adoption of a
          child, including medical, legal and transportation costs;

               (F) Expenses  attributable to casualty or theft losses that would
          constitute  the type of expenses that would be deductible  for federal
          income tax purposes;

               (G) Expenses incurred as a result of a natural  catastrophe (such
          as fire, flood, hurricane or tornado); and

          (2) Deemed Financial Hardship.  The following expenses shall be deemed
     to constitute an immediate and heavy financial need:

               (A) Expenses for medical  care  described in Code Section  213(d)
          previously  incurred by the Participant,  the Participant's  spouse or
          any dependents of the  Participant (as defined in Code Section 152) or
          necessary for these persons to obtain  medical care  described in Code
          Section 213(d);

               (B)  Costs  directly  related  to  the  purchase  of a  principal
          residence for the Participant (excluding mortgage payments);

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 41 of Restatement Effective January 1, 1998


               (C)  Payment  of  tuition  for the next  semester  or  quarter of
          post-secondary   education  for  the  Participant  or  his  spouse  or
          dependents,  and  effective  August 15,  1991,  payment of tuition and
          related  educational  fees for the next 12  months  of  post-secondary
          education for the Participant,  or the Participant's spouse,  children
          or dependents (as defined in Code Section 152); or

               (D) Payments necessary to prevent the eviction of the Participant
          from his principal  residence or  foreclosure  on the mortgage of that
          residence.

     (e) Withdrawal  Necessary to Satisfy Need. A withdrawal  shall be necessary
to satisfy a  Participant's  immediate  and heavy  financial  need if one of the
criteria set forth in this Section 10.3(e) is satisfied.

          (1) Evidence  that  Withdrawal  is  Necessary.  A withdrawal  shall be
     necessary to satisfy the  Participant's  immediate and heavy financial need
     to the extent that the Committee determines,  on the basis of the facts and
     circumstances  presented  to  the  Committee,  that  the  need  can  not be
     satisfied from all other financial  resources  reasonably  available to the
     Participant,  including  reimbursement  or  compensation  by  insurance  or
     otherwise,  reasonable  liquidation  of his assets and assets  owned by his
     spouse or minor children that are reasonably available to him to the extent
     such  liquidation  would not itself cause an immediate and heavy  financial
     need, funds available if he discontinues  Salary  Reductions  Contributions
     under the Plan, other  distributions and nontaxable loans from the Plan and
     all other plans maintained by the Corporation and all Affiliates, and loans
     available  from  commercial  sources  on  reasonable  commercial  terms.  A
     Participant  shall be  required  to  submit  to the  Committee  a  complete
     financial statement and/or other information acceptable to the Committee to
     establish the amount necessary to satisfy the financial need.

          (2) Withdrawal Deemed Necessary. At the election of the Participant, a
     withdrawal shall be deemed  necessary to satisfy a Participant's  immediate
     and heavy  financial  need if the following  requirements  are met: (i) the
     withdrawal  is not in  excess  of the  amount  of the  immediate  and heavy
     financial need; and (ii) the  Participant  has obtained all  distributions,
     other than  hardship  distributions,  and all  nontaxable  loans  currently
     available under the Plan and all other plans  maintained by the Corporation
     and all  Affiliates.  If a  Participant  elects  to  rely  on this  Section
     10.3(e)(2), he shall not be eligible to make Salary Reduction Contributions
     (or other  elective  deferrals  or employee  contributions  under any other
     qualified or nonqualified plan of deferred  compensation of the Corporation

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 42 of Restatement Effective January 1, 1998

     or any  Affiliate)  for  all  or any  portion  of the  twelve-month  period
     immediately following the date on which the Participant receives a hardship
     withdrawal  pursuant to this  Section.  In  addition,  the  maximum  Salary
     Reduction Contribution (and all other elective deferrals subject to Section
     402(g)  of the  Code  under  plans  maintained  by the  Corporation  or any
     Affiliates)  that  can be made  by the  Participant  for the  Participant's
     taxable year  following  the taxable year in which the hardship  withdrawal
     was made shall not exceed the  applicable  limit for such year set forth in
     Code Section 402(g), reduced by the Salary Reduction Contributions (and all
     other elective  deferrals subject to Section 402(g) of the Code under plans
     maintained by the Corporation or any Affiliate)  made for such  Participant
     for the taxable year in which the hardship withdrawal was made.

10.4 LOANS . A Participant  may borrow from his Accounts in accordance  with the
rules set forth in this Section 10.4.

     (a)  Definition  of  Participant.   For  purposes  of  this  Section  10.4,
"Participant"  means a  Participant  or  Beneficiary  who is an  Employee  or is
otherwise a party in  interest  under ERISA  Section  3(14) with  respect to the
Plan.

     (b)  Application  for Loan.  A  Participant's  request  to borrow  from his
Accounts shall be made on an application  form prescribed by the Committee.  The
Committee will approve the loan if the loan complies with the rules set forth in
this section;  provided,  however,  that the Committee will not approve any loan
if, in the determination of the Committee,  such loan might cause the Plan to be
disqualified under Section 401(a) of the Internal Revenue Code.


     (c) Amount of Loan.

          (1) Minimum Amount. A loan must be at least $1,000 and will be granted
     in increments of $100.

          (2) Maximum  Amount.  A loan may not exceed the  Participant's  Salary
     Reduction Contribution Account balance,  exclusive of any rollover account,
     determined as of the Valuation Date  immediately  preceding the date of the
     loan  (adjusted for any subsequent  withdrawals  but not for any subsequent
     additions).   In  addition,   a  loan  may  not  exceed   one-half  of  the
     Participant's vested Account balances, exclusive of rollover contributions,
     determined as of the Valuation Date  immediately  preceding the date of the
     loan  (adjusted for any subsequent  withdrawals  but not for any subsequent
     additions).  In  addition,  a loan may not exceed  $50,000,  reduced by the

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 43 of Restatement Effective January 1, 1998


     highest  outstanding  balance  of loans from the Plan  during the  one-year
     period ending on the day before the date on which the loan will be made.

     (d) Date of Loan.  Loans will be made as soon as practicable  following the
Committee's approval of the Participant's request to borrow from his Accounts.

     (e) Number of Loans.  A Participant  may have only one loan  outstanding at
one time. In addition,  a Participant may not take out more than one loan in any
12-month period.

     (f)  Interest  Rate on  Loan.  Each  loan  shall  bear  interest  at a rate
determined  by  the  Committee  to be  commercially  reasonable,  and  shall  be
evidenced by a promissory note on such terms as the Committee  shall  prescribe.
The Committee  shall determine the interest rate no less than monthly based upon
interest rates charged by commercial lenders on loans made in Buffalo,  New York
under circumstances that are, in the determination of the Committee,  similar to
loans under the Plan.

     (g) Accounting for Loan.

          (1) Source of Funds.  A loan will be charged  against  the  borrower's
     Salary  Reduction  Contribution  Account  and  monies  for the loan will be
     withdrawn from that Account.  Repayments of principal and interest shall be
     credited to that Account.

          (2)  Allocation  among  Investment  Funds.  If the borrower has Salary
     Reduction Contributions invested in more than one Investment Fund, the loan
     shall be made  proportionately  from each such Investment  Fund, or in such
     other order of priority as the Committee shall  determine.  Monies received
     from a Participant as payments of principal and interest on a loan shall be
     invested in the  Investment  Fund or Funds  selected by the  Participant in
     accordance  with his most  recent  investment  election  for future  Salary
     Reduction  Contributions,  or in such other manner as the  Committee  shall
     prescribe.

          (3) Establishment of Loan Account. The outstanding balance of the loan
     shall be reflected in a separate  bookkeeping  loan account  maintained for
     the borrower.

     (h) Term of Loan and  Automatic  Payment.  Each loan  shall  require by its
terms  that it be  repaid  within  five  years.  Loans  shall  require  monthly,
semi-monthly or other regular (at least  quarterly)  level payments of principal
and interest in an amount  calculated to amortize the principal  amount over the
term of the loan. It shall be a condition of each loan to a  Participant  who is

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 44 of Restatement Effective January 1, 1998


an active  Employee  of an  Employer  that he  execute  an  appropriate  payroll
deduction form to authorize withholding of payments from his pay.

     (i)  Prepayment of Loan.  Each loan shall permit the borrower to prepay the
amount thereof in full without penalty.

     (j)  Security  for  Loan.  Each  loan  shall  be  secured  by a lien on the
borrower's vested Accounts  existing at any time (except any rollover  account).
If the borrower has Contributions invested in more than one Investment Fund, the
lien shall be applied to the same Investment  Funds and in the same  proportions
as were the sources of the loan. If the  borrower's  Account is invested in more
than one  insurance  company  contract,  the lien  shall be  applied to the same
contracts  and in the same  proportions  as were the  sources  of the loan.  The
Committee  may require a borrower to provide  additional  security for a loan at
any time when it deems the loan inadequately secured.

     (k) Events of Default.  The  following  will  constitute  events of default
under the loan:  (i)  nonpayment of any  installment  of the note when due; (ii)
breach of any of the terms and  conditions of the note;  (iii)  termination of a
borrower's employment for any reason, including death or retirement, or (iv) the
Committee  deems the loan  inadequately  secured and the borrower fails upon the
request of the  Committee  to  provide  additional  security  for the loan as it
determines  is  necessary.  A transfer to an  Affiliate  that is not an Employer
hereunder,  and  termination  of a  Participant's  employment  as a result  of a
temporary  layoff,  shall not be deemed a termination of employment for purposes
of this paragraph.

     (I) Remedy upon Default. Upon any default, the Committee may without notice
accelerate  the balance unpaid on the loan. In such case,  the  Participant  may
repay  the loan or may  direct  that  the  balance  of the  loan be  immediately
satisfied by cancellation of all or a portion of his Accounts  securing the loan
equal in amount to the  balance  on the loan.  If the loan  remains  unpaid  for
thirty (30) days, it may be, in the  discretion of the  Committee,  satisfied by
cancellation  of such portion of the borrower's  Accounts and by distribution to
the borrower or his beneficiary of his promissory  note.  However,  a borrower's
Accounts  shall not be applied to repay a loan of a borrower  at a time when the
borrower is employed by the  Corporation  or any  Affiliate and has not attained
age 59 1/2 or become totally and permanently disabled.

10.5 LOAN DOCUMENTS AND POLICY .

     (a)  Loan  Documents.  The  Committee  shall  prepare  the  following  loan
documents,  which shall be  executed by the  Participant  and  delivered  to the
Committee prior to the disbursement of any loan proceeds:  [1] a promissory note
payable to the Trustee and containing such terms and conditions as the Committee

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 45 of Restatement Effective January 1, 1998


shall  determine;  [2] a security  agreement  granting  to the Trustee a lien on
one-half  the  value  of the  Participant's  Accounts;  and [3] in the case of a
Participant  who is an Employee,  an agreement  authorizing  the Affiliate  that
employs the  Participant to deduct  installments  of principal and interest from
his pay during the period that the loan remains outstanding.

     (b) Written Loan Policy.  The  Committee is  authorized to impose terms and
conditions on loans that are in addition to and/or  different from the terms and
conditions  set forth in Section 10.4,  and to change such terms and  conditions
from  time to  time,  as it  shall  deem  appropriate.  Such  additional  and/or
different terms and conditions shall be set forth in a written loan policy.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 46 of Restatement Effective January 1, 1998



                                   ARTICLE XI

                          OPERATION AND ADMINISTRATION

11.1 DIVISION OF AUTHORITY AND RESPONSIBILITY.

     (a)  Plan  Administrator.  The  Corporation  as plan  sponsor  shall be the
administrator of the Plan within the meaning of Section 3(16) of the ERISA.

     (b)   Committee.   The  Committee   shall   exercise  the  duties  of  plan
administrator  on behalf of the  Corporation.  The Committee and its members are
the named  fiduciaries  with full  authority and  responsibility  to control and
manage  the  operation  and  administration  of the Plan,  except  as  otherwise
provided in this Section 11.1.

     (c) Trustee.  The Trustee has exclusive  authority and discretion to manage
and control the assets of the Plan under its  control  except that  Participants
direct the investment of their Accounts in accordance with Section 7.3.

     (d)  Participants.  Each  Participant  shall have  exclusive  authority and
responsibility  to select the Investment Fund or Funds in which his Accounts are
invested.

     (e) Board of Directors.  The Board of Directors has exclusive authority and
responsibility  for  appointing  and  removing  members  of the  Committee,  for
changing the funding  media,  for removing  the  Trustee,  and for  appointing a
successor Trustee.

11.2 THRIFT PLAN COMMITTEE .

     (a)  Appointment of Committee  Members.  The Committee  shall consist of at
least  three  members  appointed  by the  Board  of  Directors  to  serve at its
pleasure. The Board of Directors may appoint or remove a member of the Committee
at any time, by written  notice to such member and all other  members.  A member
shall  file  with  the  Secretary  of  the  Corporation  an  acceptance  of  his
appointment  and may resign by written  resignation  filed with the Secretary of
the Corporation,  effective as of a date specified therein, but not earlier than
such  filing.  During any  period  when  there are no  appointed  members of the
Committee,  the chief executive  officer of the Corporation shall constitute the
Committee.  No bond or other  security shall be required of any member except as
may be required by law.

     (b) Action by the  Committee.  The Committee  shall hold meetings upon such
notice,  at such  places,  and at such time or times as it may from time to time
determine.  A majority of the members then in office  shall  constitute a quorum

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Columbus McKinnon Corporation Thrift 401(k) Plan
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for the  transaction of business.  All resolutions or other actions taken by the
Committee  at any meeting  shall be by the vote of a majority of those  present.
Upon concurrence in writing of a majority of the members then in office,  action
of the Committee may be taken without a meeting. The Committee may authorize one
or more of its members,  or any agent, to execute and deliver any instruments or
to direct any payment on its behalf.

     (c)  Compensation  and  Expenses.  Members  who are  salaried  officers  or
employees  of the  Corporation  or an  Affiliate  shall  serve on the  Committee
without compensation.  Other members may be paid such reasonable compensation as
the Board of Directors  shall  determine.  All members of the Committee shall be
reimbursed for direct expenses properly and actually incurred in the performance
of services on the  Committee.  In no event shall  members of the  Committee  be
compensated from the assets of the Plan.

     (d)  Participation  in Plan by Members.  Members of the  Committee  who are
officers or employees of any  Employer may  participate  in the Plan to the same
extent as other  Eligible  Employees,  but no such member shall take part in any
discretionary  determination  directly relating only to his own participation or
benefits.

11.3 AUTHORITY OF COMMITTEE .

     (a) In General. The Committee shall have full authority for the control and
management of the operation and  administration  of the Plan and, in addition to
the specific  authority set forth in this  document and in the Trust  Agreement,
shall  have the  authority  to take all  action  and to make all  decisions  and
interpretations  which shall be necessary or  appropriate in order to administer
and carry out the provisions of the Plan.

     (b) Plan  Interpretation.  The Committee shall interpret the Plan and shall
resolve  any  ambiguities  or  inconsistencies  and shall  decide all  questions
arising  in the  administration,  interpretation  and  application  of the Plan.
Without  limitation,  the Committee shall have full  discretionary  authority to
determine eligibility for benefits and to construe the terms of the Plan.

     (c) Discretionary  Authority.  The Committee shall have full  discretionary
authority in making all decisions and determinations  required to be made in the
administration of the Plan. Reference to the Committee's discretion in any other
section of this Plan document is for emphasis only and shall not be construed to
imply a limitation of discretionary authority under any other section.

     (d) Decisions Are Binding.  Subject to the claims  procedures  described in
Section 8.7 and subject to applicable  law, any decision of the Committee  shall

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Columbus McKinnon Corporation Thrift 401(k) Plan
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be conclusive and binding upon all Employees,  Participants,  Beneficiaries, and
all other persons having or claiming any interest under the Plan.

11.4 ALLOCATION AND DELEGATION OF RESPONSIBILITIES .

     (a) Allocation Within Committee.  The members of the Committee may allocate
any  of  its  responsibilities,   including  fiduciary  responsibilities,  among
themselves,  by  resolution  approved by all members,  or by written  instrument
executed by all members and filed with the records of the Plan.

     (b) Delegation From Committee. The Committee may delegate to other persons,
including the  Corporation or any  Affiliate,  or any officer or employee of the
Corporation or any Affiliate,  any of its responsibilities,  including fiduciary
responsibilities,  by  resolution  approved by a majority  of members,  or by an
instrument  executed  by a majority of members and filed with the records of the
Plan.  Written  notice of the  delegation  shall be given to the person or other
party to whom such responsibility is delegated.

     (c) Additional Requirements.  Any allocation of fiduciary responsibilities,
or  delegation of fiduciary or other  responsibilities,  shall be exercised in a
reasonable manner taking into account the discretionary or ministerial nature of
the responsibility allocated or delegated.

     (d)  Limitation  of  Responsibility  for  Co-fiduciaries.  A member  of the
Committee to whom a fiduciary responsibility has been allocated, and each person
to whom the Committee has delegated fiduciary or other  responsibilities,  shall
act severally, without responsibility for the acts of other fiduciaries,  except
as otherwise provided by applicable law.

11.5 MULTIPLE FIDUCIARY  CAPACITIES . Any person or group of persons,  including
the members of the Committee, may serve in more than one fiduciary capacity with
respect to the administration of the Plan and without regard to whether he is an
officer, director, employee, agent or other representative of the Corporation or
of any Affiliate.

11.6  EMPLOYMENT  OF  ADVISERS . The  Committee  and its members  and,  with the
approval  of the  Committee,  any  person to whom the  Committee  has  delegated
fiduciary responsibilities, may employ one or more actuaries, accountants, legal
counsel and other advisors as it or he shall  reasonably  deem necessary for the
control and  management of the operation  and  administration  of the Plan or to
render advice with regard to its or his responsibility  under the Plan. The fees
of such advisors shall be paid in accordance with Section 11.9.

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Columbus McKinnon Corporation Thrift 401(k) Plan
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11.7 RECORDS AND REPORTS . The Committee shall keep such records and accounts as
it  deems  appropriate  in the  control  and  management  of the  operation  and
administration  of the Plan. The Committee shall report from time to time to the
Board of  Directors,  or its  designee,  on any and all aspects of the  control,
management,  operation and  administration of the Plan, and shall report on such
matters whenever directed to do so.


11.8 PROTECTION OF COMMITTEE AND OTHERS .

     (a) Reliance on Experts.  The  Committee  and each member  thereof and each
person or other party to whom it may delegate any duty,  responsibility or power
in  connection  with the  operation  and  administration  of the  Plan,  and the
Corporation and any other Employer and the directors,  officers and employees of
all of them shall be  entitled  to rely  conclusively  upon,  and shall be fully
protected  in any action  taken by them or any of them in good faith in reliance
upon,  any  table,  valuation,  certificate,  opinion or report  which  shall be
furnished to them or any of them by any accountant,  counsel or other expert who
shall be employed or engaged by the  Committee or by the  Corporation  or by any
person or other party to whom the  Committee  has  delegated  the  authority  to
engage such expert.

     (b)  Limitation of Liability.  In the  administration  and operation of the
Plan,  neither the Committee,  nor any member  thereof,  nor any person or other
party to whom it may delegate any duty,  responsibility  or power in  connection
with  administering  and operating the Plan,  nor the  Corporation  or any other
Employer, nor any director,  officer, or employee of any of them shall be liable
for any  action  or  failure  to act,  except  for  its or his own  willful  and
intentional misconduct or its or his own breach of fiduciary responsibility.


     (c)  Indemnification.  To the extent permitted under applicable law and the
governing   instruments  of  the  Corporation  and  each  other  Employer,   the
Corporation  and  each  other  Employer  shall  indemnify  all of the  foregoing
persons, and each of them, and save all such persons, and each of them, harmless
from any loss,  cost or  expense  not  covered by  insurance  for their acts and
conduct in administering  and operating the Plan except to the extent such loss,
cost or expense results from their own willful and intentional misconduct.


11.9 ADMINISTRATION  EXPENSES . Each Employer shall share in the expenses of the
Plan in the ratio  that  aggregate  Employer  Stock  Contributions  pursuant  to
Section  made for its  Employees  during the  preceding  Plan Year bears to such
contributions  made  for all  Employees  during  such  Year,  or in  such  other
proportions as the Committee shall  determine.  The Employers shall pay directly
the expenses of administering the Plan,  including the fees and disbursements of

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Page 50 of Restatement Effective January 1, 1998


the Trustee  (exclusive  of brokerage  commissions,  transfer  taxes and similar
costs of acquiring  and  disposing  of  securities)  except that  administrative
expenses charged by the sponsor of an Investment Fund against such Fund shall be
paid from such Fund and not be the Employers.  The Employers  shall also pay the
fees of any  attorney,  advisor,  or other  expert  engaged by the  Committee to
assist it in the operation and administration of the Plan.
 
11.10  BONDING  . To  the  extent  required  under  Section  412 of  ERISA,  the
Corporation  shall secure  fidelity  bonding for every fiduciary of the Plan and
every other person who handles funds or other property of the Plan.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 51 of Restatement Effective January 1, 1998


                                   ARTICLE XII

                             ESTABLISHMENT OF TRUST

12.1 ESTABLISHMENT OF TRUST . All assets of the Plan shall be held under a Trust
Agreement by a Trustee designated by the Board of Directors. The Trust Agreement
shall provide, among other things, for a Trust to be administered by the Trustee
to which  all  contributions  shall be paid,  and the  Trustee  shall  have such
rights,  powers and duties as the Trust Agreement  shall provide.  All assets of
the  Trust  shall  be held,  invested  and  reinvested  in  accordance  with the
provisions of the Plan, including the Trust Agreement. The Trust Agreement shall
form a part of the Plan and all  rights  and  benefits  that may  accrue  to any
person under the Plan shall be subject to the terms of the Trust Agreement.  The
Corporation  may from time to time enter into such further  agreements  with the
Trustee or other parties,  and make such amendments to the Trust  Agreement,  as
may be deemed  necessary or desirable to carry out the Plan and may from time to
time remove the Trustee and upon removal or resignation of the Trustee designate
a successor Trustee.

12.2 INVESTMENT OF TRUST ASSETS . The Trustee shall have exclusive authority and
discretion  to manage and control the assets of the Plan,  except that:  [1] the
Committee shall select the Investment  Funds to be made available under the Plan
from among those available under the Trust  Agreement;  and [2] the Participants
shall  select the  Investment  Fund or Funds in which their  Accounts  are to be
invested.

12.3 EXCLUSIVE BENEFIT OF TRUST . All contributions under the Plan shall be paid
to the Trustee and  deposited in the Trust.  Except as provided in Section 12.4,
all  assets  of the  Trust  shall  be  retained  for the  exclusive  benefit  of
Participants  and  Beneficiaries,  and  shall  be used to pay  benefits  to such
persons or to pay  administrative  expenses of the Plan or Trust,  and shall not
revert to or inure to the benefit of the Corporation or any Affiliate.

12.4 RETURN OF CONTRIBUTIONS .

     (a) Mistake of Fact. If a contribution  is made as a result of a mistake of
fact, the contribution shall be returned to the contributing Employer within one
year after payment of the contribution to the Trustee. If such Employer receives
a contribution returned pursuant to this Section 12.4(a),  12.4(b), it shall pay
any portion  thereof that  represents  a Salary  Reduction  Contribution  to the
Participant on whose behalf such contribution.

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Columbus McKinnon Corporation Thrift 401(k) Plan
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     (b)  Deductibility of Contributions.  Each  contribution  under the Plan is
made subject to the condition  that the  contribution  is deductible  under Code
Section 404. If a contribution is not deductible  under Section 404 of the Code,
the contribution shall be returned to the contributing  Employer within one year
after the disallowance of the deduction. For purposes of the preceding sentence,
a deduction shall be deemed disallowed upon the conclusion of all administrative
and judicial proceedings concerning such disallowance. If such Employer receives
a contribution returned pursuant to this Section 12.4(a),  12.4(b), it shall pay
any  portion  of  the  amount  returned  that  represents  a  Salary   Reduction
Contribution to the Participant on whose behalf the contribution was made.

     (c) Limitation on the Return of Contributions. In no event shall the return
of a  contribution  under this  Section  12.4 cause any Account to be reduced to
less than it would have been had the mistaken or  nondeductible  amount not been
contributed.  Earnings attributable to the returned amount shall not be returned
and losses  attributable  to the returned amount shall reduce the amount that is
returned.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 53 of Restatement Effective January 1, 1998


                                  ARTICLE XIII

                          PARTICIPATION BY AFFILIATES

13.1 PARTICIPATION BY AFFILIATES .

     (a) Adoption of the Plan.  Any Affiliate  that is not an Employer may adopt
the Plan by action of its board of  directors  and thereby  become an  Employer.
Adoption of the Plan shall  constitute  an agreement by the Affiliate to observe
all of the  terms of the Plan and  Trust  Agreement,  as then in  effect  and as
subsequently  amended,  and to make such  contributions to the Trust Fund and to
pay such expenses related to the Plan as may be determined by the Corporation.

     (b) Approval of Corporation. Adoption of the Plan by any Affiliate shall be
subject to the approval of the  Corporation,  shall  become  effective as of the
date determined by the  Corporation,  and shall be subject to such special terms
and conditions as may be imposed by the  Corporation.  Any such special terms or
conditions shall be set forth in a schedule attached to the Plan.

     (c)  Participation by Employees.  Employees of an Affiliate that adopts the
Plan  shall  commence  participation  in the Plan on the  dates  provided  under
Article  II, or such other dates as may be  determined  by the  Corporation  and
shall be credited such  pre-participation  Years of Eligibility Service (if any)
as may be determined by the Corporation.

13.2 TERMINATION OF PARTICIPATION .

     (a) In General. An Affiliate may terminate its participation in the Plan at
any time by action of its board of directors.  In addition,  the Corporation may
terminate an  Affiliate's  participation  in the Plan at any time.  An Affiliate
shall  automatically  terminate its participation in the Plan if it ceases to be
an Affiliate.

     (b)  Contributions.  In the  event  that  participation  in the  Plan by an
Affiliate terminates,  all contributions theretofore made by the Affiliate shall
remain the sole property of the Trustee for the use of the Plan.

     (c) Rights Of Affected  Participants.  Each Participant who ceases to be an
Eligible  Employee by reason of the termination of an Affiliate's  participation
in the Plan:

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 54 of Restatement Effective January 1, 1998


          (1) shall  remain  subject to all  provisions  of the Plan  including,
     without  limitation,   provisions   governing  the  crediting  of  Service,
     eligibility  for  benefits  and the time and manner of payment of benefits,
     and

          (2) shall be subject to such special  provisions  as may be determined
     by the Committee and set forth in a schedule attached to the Plan.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 55 of Restatement Effective January 1, 1998


                                   ARTICLE XIV

                           AMENDMENT AND TERMINATION

14.1 AMENDMENT OF PLAN .

     (a) Right to Amend  Plan.  The  Corporation,  acting  through  the Board of
Directors,  shall  have the right at any time and from time to time to modify or
amend the Plan in any  manner.  Any  amendment  of the Plan  shall be by written
instrument executed pursuant to the authorization of the Board of Directors. All
amendments shall be subject to the limitations of this Section 14.1.

     (b) Prohibition  Against  Diversion.  No modification or amendment shall be
made that  would make it  possible  for any part of the assets of the Plan to be
used  for  or  diverted  to  purposes  other  than  the  exclusive   benefit  of
Participants  or  their  Beneficiaries,  including  the  payment  of  reasonable
expenses of administration of the Plan and Trust.

     (c) Protection of Accrued  Benefits.  No modification or amendment shall be
made that would deprive any Participant or Beneficiary,  without his consent, of
any  benefits  under  the  Plan to  which he would  have  been  entitled  if his
employment  were  terminated  immediately  prior to the  effective  date of such
modification  or amendment,  including any benefit  protected under Code Section
411(d)(6)  and  regulations  thereunder,  except  such as may be required in the
opinion  of  counsel  to the  Corporation  in order  that the  Plan  retain  its
qualified status under the Code.
 
14.2 TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS .

     (a) Right to Terminate Plan. The  Corporation,  acting through the Board of
Directors,  shall  have the right to  terminate  the Plan in whole or part or to
completely discontinue contributions at any time.

     (b) Full  Vesting Of Affected  Participants.  Upon  termination  or partial
termination  of the  Plan  or  upon  complete  discontinuance  of  contributions
(whether by action of the Corporation or otherwise),  the rights of all affected
Participants  to Account  Balances  on the date of such  termination  or partial
termination or complete discontinuance shall be nonforfeitable.
  
14.3  SUSPENSION OR  MODIFICATION OF  CONTRIBUTIONS  . The  Corporation,  acting
through the Board of  Directors,  shall have the right at any time and from time
to time to suspend any  contribution or to change the rate of any  contribution,

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 56 of Restatement Effective January 1, 1998


for such  period  as it  shall  deem  appropriate.  A  reduction  in the rate of
Matching  Contributions  shall not become  effective until notice has been given
Participants and Eligible  Employees in sufficient time to permit them to adjust
their Salary Reduction Contributions to which the reduced Matching Contributions
will apply.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 57 of Restatement Effective January 1, 1998



                                   ARTICLE XV

                              TOP-HEAVY PROVISIONS

15.1  PURPOSE  OF THIS  ARTICLE . The  purpose  of this  Article  is to  provide
stand-by rules that will become applicable if, and only if, the Plan should ever
be a Top-Heavy Plan as hereinafter  defined. It is not anticipated that the Plan
will ever become a Top-Heavy  Plan and it is not expected  these rules will ever
become operative.

15.2  DEFINITIONS  . Solely for  purposes  of this  Article  XV,  the  following
definitions shall apply:

     (a) "ACCOUNT BALANCE" means a Participant's account balance under a defined
contribution  plan determined  under the terms of that plan and Code Section 416
and regulations thereunder. A Participant's Account Balance includes any part of
the  Account  Balance  distributed  during  the  5-year  period  ending  on  the
applicable  Determination  Date.  A  Participant's  Account  Balance  shall also
include any  contribution  not actually made as of the  Determination  Date, but
that is  required to be taken into  account on that date under Code  Section 416
and the regulations thereunder.

     (b)  "DETERMINATION  DATE" means,  with respect to any qualified  plan, the
last day of the  preceding  plan year of such plan,  except that,  for the first
plan year of such plan, it means the last day of such first plan year.

     (c) "KEY EMPLOYEE"  means any person who is an Employee or former  Employee
of the  Section  416  Employer  within the  meaning of Code  Section  416(i) and
regulations thereunder, or a Beneficiary of such person, who, at any time during
the Plan Year that  includes the  Determination  Date, or during any of the four
preceding Plan Years, is or was one of the following:

          (1) Officers.  An officer of the Section 416 Employer  having  Section
     416 Compensation  greater than 50 percent of the limitation in effect under
     Code Section 415(b)(1)(A) for such Plan Year. For any such Plan Year, there
     shall be treated as officers no more than the lesser of 50  Employees or 10
     percent of the Employees or, if greater than 10 percent,  three  Employees.
     For this purpose, officers with the highest annual Section 416 Compensation
     shall be selected.

          (2) Ten Highest Paid Employees. One of the 10 Employees having Section
     416  Compensation  greater than the limitation in effect for such Plan Year
     under Code Section  415(c)(1)(A) and owning (or considered as owning within
     the meaning of Code  Section 318 as  modified  by Code  Section  416(i)) an

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 58 of Restatement Effective January 1, 1998


     interest in the Section 416 Employer  which is both more than a 0.5 percent
     interest and the largest interests in the Section 416 Employer.

          (3) 5 Percent Owners. A person who owns (or is considered to own under
     Code Section 318 as modified by Code Section 416(i)) more than 5 percent of
     the  outstanding  stock,  or stock  possessing  more than 5 percent  of the
     combined total voting power of all stock, of the Section 416 Employer.

          (4) 1 Percent Owners Who Earn Over $150,000.  A person who owns (or is
     considered  to own under Code Section 318 as modified by Section  416(i) of
     such  Code)  more  than  1  percent  of the  outstanding  stock,  or  stock
     possessing  more than 1 percent of the  combined  total voting power of all
     stock, of the Section 416 Employer and receives Section 416 Compensation of
     more than $150,000.

     (d)  "NON-KEY  EMPLOYEE"  means any  person  who is an  Employee  or former
Employee of the Section 416  Employer  and is not a Key Employee or a former Key
Employee.

     (e) "PERMISSIVE  AGGREGATION  GROUP" means the Required  Aggregation  Group
plus any other plan or plans of the Section 416 Employer which,  when considered
as a group with the Required  Aggregation  Group,  would continue to satisfy the
requirements of Sections 401(a)(4) and 410 of the Code.

     (f)  "PRESENT  VALUE" of a Section 416 Accrued  Benefit  means for any plan
year the actuarial  present  value of the Section 416 Accrued  Benefit under the
defined benefit plan expressed as a benefit  commencing at normal retirement age
(or attained age, if later) determined on the basis of the actuarial assumptions
set forth in that plan.

     (g)  "REQUIRED  AGGREGATION  GROUP"  means (i) each  qualified  plan of the
Section  416  Employer  in which  at  least  one Key  Employee  participates  or
participated  at any time during the 5-year period  ending on the  Determination
Date  (regardless  of  whether  the plan  has  terminated),  and (ii) any  other
qualified plan of the Section 416 Employer which enables a plan described in (i)
to meet the requirements of Sections 401(a)(4) and 410 of the Code.

     (h) "SECTION 416 ACCRUED  BENEFIT" means a  Participant's  accrued  benefit
under a defined  benefit plan  determined  under the terms of that plan and Code
Section 416 and  regulations  thereunder.  A  Participant's  Section 416 Accrued
Benefit shall include any  distribution of an Section 416 Accrued Benefit within
the 5-year period ending on the applicable  Determination  Date. The Section 416
Accrued  Benefit of a Participant  other than a Key Employee shall be determined

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 59 of Restatement Effective January 1, 1998


under (i) the method,  if any, that uniformly applies for accrual purposes under
all defined  benefit plans  maintained  by the Section 415 Employer,  or (ii) if
there is no such method,  as if such  benefit  accrued not more rapidly than the
slowest  accrual  rate  permitted  under  the  fractional  rule of Code  Section
411(b)(1)(C).

     (i)  "SECTION  416  COMPENSATION"  means a definition  of  compensation  in
Treasury Regulation Section 1.415-2(d) or the taxable compensation stated on the
Employee's  Form W-2 for the  calendar  year that  ends with or within  the Plan
Year, as determined by the Plan  administrator.  The same  definition of Section
416  Compensation  shall be used for all  purposes of this Article XV for a Plan
Year but may be different in another Plan Year.

     (j) "SECTION 416 EMPLOYER" includes (i) any corporation that is a member of
a  controlled  group of  corporations  as defined in Code  Section  414(b)  that
includes  the Plan  sponsor,  (ii) any  trades  or  businesses  (whether  or not
incorporated)  that are under common  control as defined in Code Section  414(c)
that include the Plan sponsor,  (iii) any member of an affiliated  service group
as defined in Code Section  414(m) that includes the Plan sponsor,  and (iv) any
entity  required to be included  under Code Section  414(o) in  accordance  with
regulations thereunder.

     (k) "TOP-HEAVY PLAN" has the meaning set forth in Section 15.3.

     (l) "TOP-HEAVY RATIO" has the meaning set forth in Section 15.4.

15.3 TOP-HEAVY PLAN . The Plan is a Top Heavy Plan for any Plan Year  commencing
after December 31, 1983 if any of the following conditions exist:

     (a) Top-Heavy Plan. The Top-Heavy Ratio for the Plan exceeds 60 percent and
the Plan is not part of any Required Aggregation Group or Permissive Aggregation
Group.

     (b) Top-Heavy  Required  Aggregation  Group. The Plan is part of a Required
Aggregation  Group  but  not  part of a  Permissive  Aggregation  Group  and the
Top-Heavy Ratio for the Required Aggregation Group exceeds 60 percent.

     (c)  Top-Heavy  Permissive  Aggregation  Group.  The  Plan  is  part  of  a
Permissive Aggregation Group and the Top-Heavy Ratios for the Plan, any Required
Aggregation Group of which it is part, and the Permissive  Aggregation Group all
exceed 60 percent.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 60 of Restatement Effective January 1, 1998


15.4 TOP-HEAVY RATIO.

     (a) Section 416 Employer  Maintains No Defined Benefit Plan. If the Section
416 Employer has not maintained any defined  benefit plan that had a Section 416
Accrued Benefit during the 5-year period ending on the  Determination  Date, the
Top-Heavy  Ratio for this Plan alone, or for the Required  Aggregation  Group or
Permissive Aggregation Group as appropriate, is a fraction:

          (1) the  numerator of which is the total  Account  Balances  under the
     defined  contribution  plan  or  plans  for  all  Key  Employees  as of the
     applicable Determination Date(s), and

          (2) the  denominator of which is the total Account  Balances under the
     defined  contribution  plan or  plans  for all Key  Employees  and  Non-key
     Employees as of the  applicable  Determination  Date(s),  both  computed in
     accordance with Code Section 416 and regulations thereunder.

     (b) Section 416 Employer  Maintains a Defined  Benefit Plan. If the Section
416 Employer has maintained  one or more defined  benefit plans that had Section
416 Accrued Benefits during the 5-year period ending on the Determination  Date,
the  Top-Heavy  Ratio  for the  Required  or  Permissive  Aggregation  Group  as
appropriate is a fraction:

          (1) the  numerator  of  which is the sum of (i) the  Account  Balances
     under  the  aggregated  defined  contribution  plan or  plans  and (ii) the
     Present Value of Section 416 Accrued Benefits under the aggregated  defined
     benefit  plan  or  plans  for  all  Key  Employees  as  of  the  applicable
     Determination Dates, and

          (2) the  denominator  of which is the sum of (i) the Account  Balances
     under  the  aggregated  defined  contribution  plan or  plans  and (ii) the
     Present Value of Section 416 Accrued Benefits under the aggregated  defined
     benefit plan or plans for all Key  Employees and Non-key  Employees,  as of
     the applicable  Determination Dates, all determined in accordance with Code
     Section 416 and the regulations thereunder.

     (c) Rules Governing Section 416 Accrued Benefits and Account Balances.  For
purposes of Section and (b):

          (1) The value of Account Balances and the Present Value of Section 416
     Accrued  Benefits shall be determined as of the most recent Valuation Dates
     that  fall  within  the  12-month   periods   ending  with  the  applicable
     Determination  Dates,  except as  provided  under Code  Section 416 and the
     regulations  thereunder  for the first and  second  plan years of a defined
     benefit plan.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 61 of Restatement Effective January 1, 1998


          (2)  The  Account  Balances  and  Section  416  Accrued  Benefit  of a
     Participant  (i) who is not a Key  Employee but who was a Key Employee in a
     prior  year,  or (ii) who has not been  credited  with at least one Hour of
     Service at any time during the 5-year  period  ending on the  Determination
     Date will be disregarded.

          (3) The  calculation of the Top-Heavy  Ratio,  and the extent to which
     distributions,  rollovers and transfers are taken into account will be made
     in accordance with Code Section 416 and the regulations thereunder.

          (4) Deductible  employee  contributions will not be taken into account
     for purposes of computing the Top-Heavy Ratio.

          (5) When aggregating  plans, the value of Account Balances and Section
     416 Accrued Benefits will be calculated with reference to the Determination
     Dates of the  respective  plans that fall within the same  calendar year as
     the Determination Date for this Plan.

15.5  APPLICATION OF TOP-HEAVY  RULES .  Notwithstanding  anything herein to the
contrary, the following rules shall apply for any Plan Year in which the Plan is
a Top-Heavy Plan.

     (a) Minimum  Benefit.  Each  Participant  who is a Non-key  Employee  shall
accrue a minimum contribution determined under Section 15.6(a).

     (b) Limitation on Benefits. The dollar limitations taken into account under
Code Section  415(e) in  computing  the defined  benefit  plan  fraction and the
defined contribution plan fraction shall be adjusted as provided in Code Section
416(h).

     (c) Limitation on  Compensation.  For Plan Years beginning prior to January
1, 1989, the Plan shall provide the special Base Pay limitations of Code Section
416(d).

     (d) Special Vesting.  All Participants are at all times fully vested in all
of their Accounts; special vesting is not required.

15.6 MINIMUM EMPLOYER CONTRIBUTIONS .

     (a) Required  Contribution.  Subject to Section  15.6(b) and (c), a Non-Key
Employee shall receive at least a minimum  allocation of Employer  contributions
in each  Plan Year  that the Plan is  determined  to be a  Top-Heavy  Plan.  The
minimum  allocation shall be in addition to any Salary  Reduction  Contributions
made on behalf of the  Employee  with  respect  to such Plan Year.  The  minimum
allocation  shall  equal the lesser of (i) 3 percent of the  Non-Key  Employee's

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 62 of Restatement Effective January 1, 1998


Section  416   Compensation   for  the  year  or  (ii)  the  highest   aggregate
contributions  (as a  percentage  of  Section  416  Compensation)  for  any  Key
Employee, taking into account Salary Reduction Contributions.

     (b)  Eligibility  to Share.  A Non-Key  Employee  shall receive the minimum
allocation  described in Section  15.6(a)  provided he has satisfied the service
requirement  under  Section  2.1 and  has not  terminated  employment  with  his
Employer and all Affiliates as of the last day of the Plan Year.

     (c)  Nonduplication of Benefits.  A Non-Key  Employee's  minimum allocation
under  this  Section  15.6 for a Plan  Year  shall  be  reduced  by any  minimum
allocation   he  receives  for  such  year  under  another   Top-Heavy   defined
contribution  plan  maintained by his Employer or an  Affiliate.  If an Employee
also participates for such Plan Year in a defined benefit plan maintained by the
Corporation or an Affiliate,  he shall receive in such year the minimum  benefit
(within the meaning of Section 416(c)(1) of the Code) under such defined benefit
plan.  Notwithstanding the preceding sentence, if such defined benefit plan does
not provide a minimum benefit, each Non-Key Employee covered under this Plan and
such defined benefit plan shall receive a minimum  allocation under this Section
15.6 of at least 5 percent of his Section 415 Compensation for the Plan Year.

15.7 CHANGE IN THE LAW . The foregoing provisions have been included in the Plan
in  order to  comply  with  Section  416 of the  Code.  If Code  Section  416 is
repealed,  in whole or in  part,  the  provisions  of this  Article  XV shall be
inoperative, in whole or in part.

<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 63 of Restatement Effective January 1, 1998



                                   ARTICLE XVI

                                 MISCELLANEOUS

16.1  PLAN NOT A  CONTRACT  OF  EMPLOYMENT  . The Plan  shall  not be  deemed to
constitute  a contract of  employment  between an Employer  and any  Employee or
Participant,  or to be a consideration  for, or an inducement for the employment
of any Employee or  Participant  by an Employer.  Nothing  contained in the Plan
shall be deemed to give any Employee or Participant  the right to be retained in
service or to interfere  with the right of an Employer to discharge any Employee
or  Participant  at any time without  regard to the effect which such  discharge
shall have upon his rights, if any, under the Plan.
 
16.2  CONSTRUCTION . The Plan is intended to qualify under  Sections  401(a) and
401(k) of the Code and shall be construed in accordance with such intention.  No
Participant or Beneficiary or other person shall be entitled to require the Plan
to  provide  any  benefit or take or refrain  from  taking any action  which the
Committee in its judgment with the advice of counsel believes would be likely to
cause the Plan to fail to so qualify.

16.3  BENEFITS  PAYABLE ONLY FROM PLAN ASSETS . All rights of  Participants  and
Beneficiaries  shall be  enforceable  only  against  the Trust  Fund held by the
Trustee,  and no such person shall have any claim against the Corporation or any
other Employer.

16.4  PROVISIONS OF PLAN BINDING ON ALL PERSONS . The Plan,  including the Trust
Agreement,  and each and every provision hereof and of the Trust Agreement,  and
any amendment or modification hereof or of the Trust Agreement, shall be binding
upon all Employees,  Participants and their spouses and Beneficiaries  hereunder
and all other  persons  having or claiming  to have any  interest of any kind or
nature  in or under  the  Plan,  and upon  their  respective  heirs,  executors,
administrators, successors and assigns.

16.5  NON-ALIENATION  OF  BENEFITS  .  Except  in  connection  with a loan  to a
Participant pursuant to the Plan or as required by the provisions of a Qualified
Domestic  Relations Order or as otherwise  required by law, a  Participant's  or
Beneficiary's  interest  in the Plan and Trust  Fund shall not be subject in any
manner  to  anticipation,   alienation,  sale,  transfer,   assignment,  pledge,
encumbrance or charge, and any attempt to anticipate,  alienate, sell, transfer,
assign,  pledge,  encumber  or  charge  such  interest  shall be void;  and such
interest  shall  not in any  manner  be  liable  for or  subject  to the  debts,
contracts,  liabilities,  engagements,  or  torts  of the  person  who  shall be
entitled thereto,  nor shall it be subject to attachment or legal process for or
against such person.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 64 of Restatement Effective January 1, 1998

 
16.6  LIMITATIONS ON MERGER,  CONSOLIDATION,  ETC.  Subject to the provisions of
this  Section,  the Plan may be merged or  consolidated  with, or there may be a
transfer  of all or part of the assets of the Plan to, or a transfer to the Plan
of all or part of the assets from,  any other plan that is qualified  within the
meaning  of  Section  401(a)  of  the  Code.  In  the  case  of  any  merger  or
consolidation  with, or transfer of assets or  liabilities to or from, any other
plan,  each  Participant  in this  Plan  (including  Participants  who  have had
benefits  transferred  to this Plan from other  plans)  shall be  entitled  to a
benefit  immediately after such merger,  consolidation,  or transfer equal to or
greater than the benefit the Participant would have received if the Plan and the
other plan had been terminated immediately prior to the merger, consolidation or
transfer  of assets,  and shall  further be entitled  to each  optional  form of
benefit and any other benefit  protected under Section  411(d)(6) of the Code to
which  the   Participant   was  entitled   immediately   prior  to  the  merger,
consolidation  or transfer of assets.  The limitations of this Section shall not
prohibit a merger,  consolidation  or transfer of assets or liabilities  that is
permissible under regulations issued pursuant to Code Section 414(1).

16.7 UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT . Notwithstanding
any  provision in the Plan to the contrary,  contributions,  credit and benefits
with respect to qualified  military  service will be provided in accordance with
Section 414(u) of the Code. This Section is effective December 12, 1994.

16.8  APPENDICES AND SCHEDULES . The  appendices and schedules  attached to this
instrument are part of the Plan.  Provisions included in an attached appendix or
schedule  that affect the rights  under the Plan of any person  shall not modify
the terms of the Plan  except  as  specifically  provided  in such  appendix  or
schedule.
 
16.9 HEADINGS FOR CONVENIENCE ONLY . Headings of articles, sections, subsections
and appendices are inserted for  convenience of reference only and are not to be
used in construing the Plan or any provision thereof.
 
16.10  APPLICABLE LAW . This Plan shall be construed,  administered and enforced
in accordance  with the laws of the State of New York except as preempted by the
laws of the United States.

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Columbus McKinnon Corporation Thrift 401(k) Plan
Page 65 of Restatement Effective January 1, 1998


 
     IN WITNESS  WHEREOF,  the  Corporation  has caused this restated Plan to be
executed by its corporate  officers  thereunto duly authorized and its corporate
seal to be affixed, this 30th day of June, 1998.




                                             COLUMBUS McKINNON CORPORATION


                                             By /s/ Robert L. Montgomery, Jr.
                                                -----------------------------
                                                Robert L. Montgomery, Jr.
                                                Executive Vice President



527468.1



<PAGE>

Columbus McKinnon Corporation Thrift 401(k) Plan
Page 66 of Restatement Effective January 1, 1998



                Columbus McKinnon Corporation Thrift 401(k) Plan

                      Schedule A -- Participating Employers


Employer                                                 Date of Participation
-------                                                  ---------------------

Columbus McKinnon Corporation                                 August 1, 1984

Yale Industrial Products, Inc.                                 April 1, 1998