COLUMBUS
McKINNON CORPORATION


2006 LONG
TERM INCENTIVE PLAN





Amendment
No. 1


Code
Section 409A Compliance Amendment





WHEREAS,
Columbus McKinnon Corporation (the “Company”) adopted the Columbus McKinnon
Corporation 2006 Long Term Incentive Plan (the “Plan”) in 2006 to promote the
interests of the Company and its stockholders by providing officers and other
employees and non-employee directors of the Company with appropriate incentives
and rewards to encourage them to enter into and continue in service to the
Company and to acquire a meaningful, significant and growing proprietary
interest in the Company, while aligning the interests of key employees and
management with those of the stockholders; and





WHEREAS,
the Company wishes to amend the Plan to provide for the Plan’s compliance with
Internal Revenue Code (“Code”) Section 409A and the Treasury regulations
promulgated thereunder, and to ensure that all or most awards under the Plan
continue to be excluded from coverage under Code Section 409A.





NOW
THEREFORE, the Company hereby amends the Plan effective January 1, 2009 by
adding new Section 28 to the Plan as follows:








“28.                      COMPLIANCE
WITH CODE SECTION 409A.





This
Section 28 is intended to comply with final regulations promulgated under Code
Section 409A.  It is effective January 1, 2009 and shall govern
notwithstanding any contrary provision elsewhere in the Plan or in any Award
Agreement.





28.1  OPTIONS AND
SARS.





(a)  409A Excluded Stock
Rights.  All Options and SARs  (“Stock
Rights”)  awarded under the Plan are intended not to provide for the
deferral of compensation, in accordance with Treas. Reg. §1.409A-1(b)(5)(i)(A)
and (B) (said Incentive Awards are hereinafter referred to as “409A Excluded
Stock Rights”), except where an Award Agreement states explicitly that the
Incentive Award is intended to provide for a deferral of compensation (such
Incentive Award is hereinafter referred to as a “409A Non-Excluded Stock
Right”).  Accordingly, the Plan shall be construed, and may be
amended, in such manner as may ensure that 409A Excluded Stock Rights remain
excluded from the application of Code Section 409A.  Without limiting
the generality of the foregoing:





(1) no 409A Excluded Stock Right shall
be awarded with an exercise price that is less than the Fair Market Value of the
Common Stock on the date of grant where Fair Market Value is determined in a
manner permitted under Treas. Reg. §1.409A-1(b)(5)(iv);








(2) no 409A Excluded Stock Right shall
be modified, extended or exchanged for a new Incentive Award if such
modification, extension or exchange would cause the 409A Excluded Stock Right to
become (or be replaced by) a 409A Non-Excluded Stock Right or other Incentive
Award that is subject to Code Section 409A;





(3) a 409A Excluded Stock Right shall
expire no later than its original expiration date and, if a Excluded Stock Right
would so expire after the Participant has died or otherwise become unable to
exercise the Stock Right due to a mental or physical disability, the Stock Right
shall be deemed exercised by the owner thereof on the day preceding its
expiration date if the then Fair Market Value of the Stock exceeds the exercise
price;





(4) any extension of a 409A Excluded
Stock Right, whether pursuant to a provision of the Plan or an exercise of
Committee discretion, shall not extend the term of the Stock Right beyond the
earlier of (i) the original expiration date stated in the Award Agreement, or
(ii) the tenth anniversary of the Incentive Award;





(5) no 409A Excluded Stock Right shall
permit the deferral of compensation beyond the date of exercise;





(6) no dividends shall be paid or
credited on SARs or on Options that would have the effect of reducing the
exercise price of the SAR or Option below Fair Market Value on the date of the
grant in violation of Code Section 409A and Treas Reg.
§1.409A-1(b)(5)(i)(E); and





(7) any Common Stock, cash or other
consideration to be transferred to the Participant in connection with the
exercise of the 409A Excluded Stock Right shall be transferred as soon as
practicable and in all events within 30 days following the exercise date and the
Participant shall have no right to determine the calendar year in which such
transfer occurs.





(b)  409A Non-Excluded Stock
Rights.  If an Award Agreement states explicitly that the Stock
Right is intended to provide for a deferral of compensation in accordance with
Treas. Reg. §1.409A-1(b)(5)(i)(C) (such Incentive Award is hereinafter referred
to as “409A Non-Excluded Stock Right”), the Award Agreement shall incorporate
the terms and conditions necessary to avoid inclusion of the Incentive Award in
the Participant’s gross income pursuant to Section 409A(a)(1) of the Code
and the Plan and Award Agreement shall be interpreted in accordance with
Section 409A of the Code and the regulations and other interpretive
guidance issued thereunder so as to avoid the inclusion of the Incentive Award
in gross income pursuant to Section 409A(a)(1) of the
Code.  Without limiting the generality of the foregoing:





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(1) the Award Agreement shall specify
that the 409A Non-Excluded Stock Right will expire on the last day of the
calendar year in which the 409A Non-Excluded Stock Right becomes exercisable,
and that any Common Stock, cash or other consideration to be transferred to the
Participant in connection with the exercise of the 409A Non-Excluded Stock Right
shall be transferred to the Participant on or before March 15 of the calendar
year following the calendar year in which the 409A Non-Excluded Stock Right
becomes exercisable;





(2) the date on which the 409A
Non-Excluded Stock Right becomes exercisable may not be accelerated except as
may be permitted under Treas. Reg. §1.409A-3(j); and





(3) in the case of a 409A Non-Excluded
Stock Right that becomes exercisable as a result of the separation from service
of a Participant who is a “specified employee” within the meaning of Treas. Reg.
§1.409A-1(i) as applied by the Company, no Common Stock, cash or other
consideration shall be transferred to the Participant in connection with the
exercise of the 409A Non-Excluded Stock Right until the day following the
6-month anniversary of the Participant’s separation from service.





28.2  RESTRICTED
STOCK.





(a)  409A Excluded Restricted
Stock.  Restricted Stock awarded under the Plan is intended not
to provide for the deferral of compensation, in accordance with Treas. Reg.
§1.409A-1(b)(6) (said Incentive Awards are hereinafter referred to as “409A
Excluded Restricted Stock”), unless the Award Agreement states explicitly that
the Incentive Award is intended to provide for a deferral of compensation (such
an Incentive Award is hereinafter referred to as “409A Non-excluded Restricted
Stock”).  Accordingly, the Plan shall be construed, and may be
amended, in such manner as to ensure that 409A Excluded Restricted Stock remains
excluded from the application of Code Section 409A.  Without limiting
the generality of the foregoing:





(1) no Award Agreement shall provide
for or permit the deferral of compensation resulting from a 409A Excluded
Restricted Stock beyond the date on which the 409A Excluded Restricted Stock
would otherwise become includable in gross income in accordance with the rules
of Code Section 83 (or would have become includable but for the exercise of an
election under Code Section 83(b)).





(b)  409A Non-Excluded Restricted
Stock.  If an Award Agreement states explicitly that the
Restricted Stock is intended to provide for a deferral of compensation (such
Incentive Award is hereinafter referred to as “409A Non-Excluded Restricted
Stock”), the Award Agreement shall incorporate the terms and conditions
necessary to avoid inclusion of the Incentive Award in the Participant’s gross
income pursuant to Section 409A(a)(1) of the Code and the Plan and Award
Agreement shall be interpreted in accordance with Section 409A of the Code
and the regulations and other interpretive guidance issued thereunder so as to
avoid the inclusion of the Incentive Award in gross income pursuant to
Section 409A(a)(1) of the Code.  Without limiting the generality
of the foregoing





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(1) the Award Agreement shall specify
one or more dates or events permitted under Code Section 409A(a)(2)(A) at which
time the Incentive Award will be settled in cash or vested
property;





(2) the Award Agreement shall specify
the manner in which the Incentive Award will be paid (e.g., lump sum or
installments) and the dates on or periods within which payment will
occur;





(3) the date of settlement of the
Incentive Award shall not be accelerated except as otherwise permitted under
Treas. Reg. §1.409A-3(j); and





(4) in the case of a 409A Non-excluded
Restricted Stock that becomes payable as a result of the separation from service
of a Participant who is a “specified employee” within the meaning of Treas. Reg.
§1.409A-1(i) as applied by the Company, no cash or property shall be paid to the
Participant in connection with the settlement of the Incentive Award until the
day following the 6-month anniversary of the Participant’s separation from
service.





28.3  RESTRICTED STOCK UNITS
AND OTHER INCENTIVE AWARDS.





(a)  409A Excluded Future
Property Transfers.  Any Incentive Awards permitted under the
Plan other than those referred to in Sections 28.1 and 28.2 including, but not
limited to, cash bonuses, Restricted Stock Units, Stock Bonuses and other
promises to transfer property in the future (“Future Property Transfers”), are
intended not to provide for the deferral of compensation, in accordance with the
short-term deferral rule set forth in Treas. Reg. §1.409A-1(b)(4) (said
Incentive Awards are hereinafter referred to as “409A Excluded Future Property
Transfers”) unless the Award Agreement states explicitly that the Incentive
Award is intended to provide for a deferral of compensation (such an Incentive
Award is hereinafter referred to as a “409A Non-excluded Future Property
Transfer”).  Accordingly, the Plan shall be construed, and may be
amended, in such manner as to ensure that 409A Excluded Future Property
Transfers remain excluded from the application of Code Section
409A.  Without limiting the generality of the foregoing:





(1) the Award Agreement shall provide
(or shall be construed to provide) that a 409A Excluded Future Property Transfer
must be settled in cash or vested property on or before March 15 of the calendar
year following the calendar year in which the 409A Excluded Future Property
Transfer ceased to be subject to a substantial risk of forfeiture within the
meaning of Treas. Reg. §1.409A-1(b)(4), or otherwise settled on or before the
last day of the “applicable 2-1/2 month period” within the meaning of Treas.
Reg. §1.409A-1(b)(4)(i).





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(b)  409A Non-excluded Future
Property Transfers.  If an Award Agreement states explicitly
that a Future Property Transfer is intended to provide for a deferral of
compensation in accordance with Treas. Reg. §1.409A-1(b)(4) (“409A Non-excluded
Future Property Transfer”), the Award Agreement shall incorporate the terms and
conditions necessary to avoid inclusion of the Incentive Award in the
Participant’s gross income pursuant to Section 409A(a)(1) of the Code and
the Plan and Award Agreement shall be interpreted in accordance with
Section 409A of the Code and the regulations and other interpretive
guidance issued thereunder so as to avoid the inclusion of the Incentive Award
in gross income pursuant to Section 409A(a)(1) of the
Code.  Without limiting the generality of the foregoing:





(1) the Award Agreement shall specify
one or more dates or events permitted under Code Section 409A(a)(2)(A) at which
time the Incentive Award will be settled in cash or vested
property;





(2) the Award Agreement shall specify
the manner in which the Incentive Award will be paid (e.g., lump sum or
installments) and the dates on or periods within which payment will
occur;





(3) the date of settlement of the
Incentive Award shall not be accelerated except as otherwise permitted under
Treas. Reg. §1.409A-3(j); and





(4) in the case of a 409A Non-excluded
Future Property Transfer that becomes payable as a result of the separation from
service of a Participant who is a “specified employee” within the meaning of
Treas. Reg. §1.409A-1(i) as applied by the Company, no cash or property shall be
paid to the Participant in connection with the settlement of the Incentive Award
until the day following the 6-month anniversary of the Participant’s separation
from service.





28.4  AUTHORITY TO AMEND
PLAN AND/OR AWARD AGREEMENT.  Notwithstanding any provision of
the Plan to the contrary, in the event that the Committee determines that any
Incentive Award may be subject to Section 409A of the Code and related
Department of Treasury guidance (including such Department of Treasury guidance
as may be issued after the date of this Plan amendment), the Committee may adopt
such amendments to the Plan and the applicable Award Agreement, and adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Committee determines
are necessary or appropriate to (1) exempt the Incentive Award from
Section 409A of the Code and/or preserve the intended tax treatment of the
benefits provided with respect to the  Incentive Award, or
(2) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance.





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28.5                      PROTECTION OF THE COMMITTEE AND
OTHERS.  Notwithstanding the foregoing provisions of this
Section 28, neither the Company, nor any officer, employee, director or agent of
the Company or any affiliate of the Company, nor any member of the Committee,
shall have any liability to any Participant on account of an Incentive Award
hereunder being taxable under Code Section 409A regardless of whether such
person could have taken action to prevent such result and failed to do
so.  To the extent permitted by law, the Company shall indemnify and
defend any officer, employee, director or agent of the Company or of any
affiliate of the Company, and any member of the Committee, from any claim based
on an Incentive Award becoming taxable under Code Section 409A resulting from
such person’s action taken, or action failed to be taken, in connection with the
Plan or any Award Agreement.”








IN WITNESS WHEREOF, the Company has
caused its officer, duly authorized by the Board of Directors, to execute this
instrument of amendment on the 30th day of December, 2008.








Columbus McKinnon
Corporation








By    Karen L.
Howard








Title Vice President - Finance &
CFO






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