SECOND AMENDMENT

                                       TO

                          COLUMBUS MCKINNON CORPORATION
                        1995 INCENTIVE STOCK OPTION PLAN
                             AS AMENDED AND RESTATED

          WHEREAS, the Columbus McKinnon Corporation 1995 Incentive Stock Option
Plan was adopted by the Board of Directors of Columbus McKinnon Corporation (the
"Company") on October 27, 1995 and approved by the  shareholders  of the Company
on January 8, 1996; and

          WHEREAS,  an amendment and restatement of said plan was adopted by the
Company's  Board of  Directors  effective  June 16,  1999  and  approved  by the
Company's  shareholders on August 16, 1999 (said plan as amended and restated is
hereinafter referred to as the "Plan"); and

          WHEREAS,  the Plan was  amended  by the First  Amendment  to  Columbus
McKinnon  Corporation 1995 Incentive Stock Option, which amendment was effective
August 19, 2002; and

          WHEREAS,  the Company reserved the right to amend the Plan and desires
to further amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended in the following respect:

          Section 10 of the Plan is deleted in its entirety and the following is
substituted in lieu thereof:

          "10.  AMENDMENT AND TERMINATION OF PLAN. The Board of Directors of the
     Company may at any time  suspend,  amend or terminate  the Plan;  provided,
     however,  that except as  permitted  in Section 13 hereof,  no amendment or
     modification of the Plan which would:

                    (a)  increase the maximum  aggregate  number of shares as to
     which options may be granted  hereunder  (except as contemplated in Section
     5); or


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                    (b)  reduce  the  option  price  or  change  the  method  of
     determining the option price; or

                    (c)  increase the time for exercise of options to be granted
     or those which are outstanding beyond a term of ten (10) years; or

                    (d)  change the  designation  of the  employees  or class of
     employees eligible to receive options under this Plan; or

                    (e)   otherwise   materially   increase   the   benefits  to
     participants  under this Plan,  may be adopted  unless with the approval of
     the  holders  of a  majority  of the  outstanding  shares of  Common  Stock
     represented at a meeting of the Company's shareholders, or with the consent
     of the holders of a majority of the outstanding  shares of Common Stock. No
     amendment,  suspension or termination of the Plan may,  without the consent
     of a holder of an option,  terminate  such option or adversely  affect such
     holder's rights with respect to such option in any material respect."

          This  Amendment  shall be  effective  on August  24,  2002.  Except as
otherwise amended herein,  the Plan shall remain unchanged and in full force and
effect.

          IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be
executed by its duly authorized officer this 24th day of August, 2002.



                                          COLUMBUS MCKINNON CORPORATION


                                          BY     /S/ ROBERT L. MONTGOMERY
                                                 ------------------------
                                                 Robert L. Montgomery
                                                 Executive Vice President