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                          Columbus McKinnon Corporation



















                      MANAGEMENT VARIABLE COMPENSATION PLAN
















                                                                   APRIL 1, 2004


<PAGE>



                          COLUMBUS MCKINNON CORPORATION
                      MANAGEMENT VARIABLE COMPENSATION PLAN
                                  APRIL 1, 2004


     This Management  Variable  Compensation  Plan (the "Plan") will address the
variable  compensation   component  for  the  management  of  Columbus  McKinnon
Corporation (the Company) and will focus on Drivers (as defined below) that will
create the most value for the Company.

     At the  beginning  of each fiscal  year the  Company's  Board of  Directors
("Board") will establish the Drivers of the Plan  ("Drivers")  and determine the
Targets with appropriate  Multipliers for variable  compensation  payments.  The
Drivers, Targets and Multipliers will be based on the Board's judgment about the
needs and current financial condition of the Company,  the outlook,  current and
expected economic  conditions and other pertinent  factors.  Further,  the Board
reserves the right to cap, amend, change participants,  or terminate the Plan at
any time with appropriate notice to the Participants.


A. DRIVERS

     The Board will determine annually the Drivers of the Plan.  Generally,  the
Drivers will be those items that are important to the success of the Company and
also those items that are generally within the control of the Participants.


B. TARGETS

     The Board will establish annually the Targets for the Drivers. Targets will
generally be established for the Company as a whole and, if appropriate, Targets
will be established for the individual  operating divisions or business units of
the  Company.  The actual  results  compared to the Targets will be based on the
audited year-end results and payments to the Participants  according to the Plan
will be made no later than two and  one-half  months after the end of the fiscal
year.


C. MULTIPLIERS

     The Board will determine annually the Multipliers that will correspond with
Targets for the  Drivers.  Multipliers  establish  the  resulting  payout  level
relative to a Participant's Variable Compensation Percentage.


D. PLAN MAXIMUM (CAP)

     The Board reserves the right to annually place a maximum payout that can be
earned under the Plan.





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<PAGE>


E. MINIMUM ACHIEVEMENTS

     Minimum  achievements  ("Floor") for Consolidated and/or Divisional Drivers
will be set or  approved  by the  Board  and  the  appropriate  details  will be
reflected in the Plan.  All payments are subject to final approval by the Board,
based solely on their judgment of economic  conditions,  financial  condition of
the Company or other reasons that, in their judgment,  indicate whether payments
should or should not be made.


F. PARTICIPANTS

     Participants are those employees who occupy the management positions in the
Company.  The  positions  that  participate  in the Plan will  generally  be the
management  positions  of the  Company  whose  job  duties  provide  significant
opportunity to impact the  accomplishment of the Targets and generally those who
have a variable  compensation  component to their salary. For the purpose of the
Plan, the following  positions may be considered as Participants:  CEO, Officers
of the Company,  Operating  Group  Leaders,  Business  Unit  Leaders,  Corporate
Directors,  General  Managers and certain Direct  Reports to the  aforementioned
positions providing they have appropriate job duties to significantly impact the
Target(s).


G. VARIABLE COMPENSATION PERCENTAGES

     Variable Compensation  Percentages  ("Percentages") are determined based on
the  responsibility  of the  management  positions,  the  position's  ability to
influence  the  Drivers  and the  market  needs  and  characteristics  for those
positions.  Each  position that will be eligible for  participation  in the Plan
will have a Percentage of Base Pay assigned to it. This Percentage will be based
on two important criteria:  1) the span of control and scope of the position and
its  ability  to  influence  or affect the  Drivers;  and 2) the need to provide
variable  compensation to meet the  marketplace  requirements to staff these key
positions.  These Percentages may be divided between Consolidated and Divisional
results and are summarized as follows:

                                                         MEASUREMENT BASIS
                                                         -----------------
                                       VAR. COMP.   BUSINESS UNIT
   POSITION                            PERCENTAGE    OR DIVISION    CONSOLIDATED
   --------                            ----------    -----------    ------------

   Chief Executive Officer (CEO)           75%             --             100%
   Executive Committee Members             45%             --             100%
   Other Officers                          35%             --             100%
   Operating Group Leaders (OGLs) and
     Business Unit Leaders (BULs)          45%             75%             25%
   Corporate Directors                     35%             --             100%
   General Managers                        35%             75%             25%
   Direct Reports--Divisional              10%            100%             --
   Direct Reports--Corporate               10%             --             100%



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<PAGE>


H. BASE PAY

     Base Pay used for the fiscal year  Variable  Compensation  calculations  is
defined as the annual salary rate as of April 1 of that year.


I. ELIGIBILITY AND VESTING

     In general,  the Plan is intended to cover associates who are active in the
identified positions during the fiscal year.  Associates entering or leaving the
positions will be handled as exceptions, but consistent with other provisions in
the Plan.


     I. Eligibility and Vesting Guidelines

          1.   The  plan  covers  the  period  April 1  through  March 31 of the
               respective fiscal year.
          2.   The  Associate  must  be  an  employee  of  the  Company  or  its
               subsidiaries or operating  divisions on May 1, following close of
               the respective fiscal year, subject to the following:
                    a.   Participants  who have been  terminated  without  cause
                         prior to May 1, will be  considered  on a  case-by-case
                         basis.
                    b.   Deceased  or  retired  Participants  (formally  retired
                         having  reached age 55 with at least 5 years  service),
                         or   Participants   receiving   short-term   disability
                         benefits or workers'  compensation benefits as of May 1
                         will be eligible for a payment under the Plan.


     II. Transfers and New Entrants

          Participants  who  enter  the  Plan or  transfer  in or out or  within
     Percentages  during  the  Plan  year  will be  prorated  based on time in a
     position.



















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<PAGE>


                      FY05 DRIVERS, TARGETS AND MULTIPLIERS

A. CONSOLIDATED DRIVERS:

     Maximum  Multiplier  per  Driver or total for both  Drivers  is 3 times the
     respective percentage.

     Due to the  fact  that  the F/Y 05  consolidated  operating  income  budget
reflects a reduction of the mathematical sum of the operating income budgeted by
each business unit, the  Compensation  Committee  (made up of independent  Board
Members)  will  review the final F/Y  results,  and  recommend  adjustments,  if
needed,  to ensure all  participants  are rewarded  fairly.  The Board will have
final approval.

          I.   EARNINGS BEFORE  INTEREST,  TAXES,  DEPRECIATION AND AMORTIZATION
               (EBITDA)

               Plan  is  self-funding.   The  following  describes   calculation
               methodology   for  this  Driver:
               1.  Pre-management   variable compensation payout.
               2.  Pre-restructuring  charges.
               3.  Pre-asset write-downs as a result of divestitures.


                                                   Payment
                   EBITDA Level                  Multiplier
                   ----------------------------------------
                   $43.0 million (FLOOR)           0.250x
                   $46.7 million (BUDGET)          0.375x
                   $48.0 million                   0.572x
                   $49.0 million                   0.724x
                   $50.0 million                   0.876x
                   $51.0 million                   1.028x
                   $52.0 million                   1.104x
                   $53.0 million                   1.180x
                   $54.0 million                   1.256x
                   $55.0 million                   1.332x
                   $56.0 million                   1.408x
                   $57.0 million                   1.484x
                   $58.0 million                   1.560x
                   $59.0 million                   1.636x
                   $60.0 million                   1.712x












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<PAGE>


          II.  DEBT REDUCTION, NET OF CASH

          Provision of payment from this Driver results in an EBITDA charge that
          does not impact the  calculation of the EBITDA  Driver.  The following
          describes calculation methodology for this Driver:
          1.   Actual results will include  proceeds from business  divestitures
               and property liquidations.
          2.   Must  achieve a minimum  EBITDA of $43  million  to have a payout
               under this Driver.

                                                   Payment
                   Net Debt Reduction Level      Multiplier
                   ---------------------------------------------
                   $14.8 million (FLOOR)           0.250x
                   $19.8 million (BUDGET)          0.375x
                   $24.8 million                   0.755x
                   $25.8 million                   0.831x
                   $26.8 million                   0.907x
                   $27.8 million                   0.983x
                   $28.8 million                   1.059x
                   $29.8 million                   1.135x
                   $30.8 million                   1.211x
                   $31.8 million                   1.287x
                   $32.8 million                   1.362x
                   $33.8 million                   1.438x
                   $34.8 million                   1.514x
                   $35.8 million                   1.590x
                   $36.8 million                   1.666x
                   $37.8 million                   1.742x
                   $38.8 million                   1.818x
                   $39.8 million                   1.894x
                   $40.8 million                   1.970x
                   $41.8 million                   2.046x
                   $42.8 million                   2.122x
                   $43.8 million                   2.198x
                   $44.8 million                   2.274x



















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<PAGE>


B. DIVISIONAL OR BUSINESS UNIT DRIVERS:

     Maximum  Multiplier  per  Driver or total for both  Drivers  is 3 times the
     respective percentage.


          I.   FACILITY OR BUSINESS UNIT OPERATING INCOME

               1.   Pre-management variable compensation cost.
               2.   Pre-restructuring charges.
               3.   Pre-asset write-downs as a result of divestitures.
               4.   Payment  Multipliers  have  been  set  using  same  slope as
                    Consolidated Driver # 1. EBITDA.
               5.   Must achieve minimum  consolidated  EBITDA of $43M to have a
                    payout under divisional or Business Unit Drivers.

          II.  NET CHANGE IN  INTER-COMPANY  ACCOUNT,  LESS CASH AND/OR DEBT (IF
               RELEVANT)

               1.   Actual   results  will  include   proceeds   from   business
                    divestitures and property liquidations.
               2.   Must  achieve  the floor  Operating  Income  level to have a
                    payout under this Driver.
               3.   Payment  Multipliers  have been set using the same  slope as
                    Consolidated Driver # 2. Debt Reduction, net of cash.
               4.   Must achieve minimum  consolidated  EBITDA of $43M to have a
                    payout under divisional or Business Unit Drivers.






























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