COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN




                       Restatement Effective April 1, 1998


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                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                       Restatement Effective April 1, 1998

                                TABLE OF CONTENTS

                                                                         Page


INTRODUCTION.............................................................  1

ARTICLE I -- DEFINITIONS.................................................  3

       1.1   Definitions of Certain Terms................................  3
       1.2   Accrued Benefit.............................................  3
       1.3   Actuarial Equivalent........................................  3
       1.4   Actuarial Present Value.....................................  3
       1.5   Affiliate...................................................  4
       1.6   Annuity Starting Date.......................................  4
       1.7   Authorized Absence..........................................  4
       1.8   Beneficiary.................................................  4
       1.9   Benefit Service.............................................  4
       1.10  Board of Directors..........................................  4
       1.11  Code........................................................  4
       1.12  Committee...................................................  5
       1.13  Corporation.................................................  5
       1.14  Covered Compensation........................................  5
       1.15  Earnings....................................................  5
       1.16  Eligible Employee...........................................  6
       1.17  Eligibility Service.........................................  7
       1.18  Employee....................................................  7
       1.19  Employer....................................................  7
       1.20  ERISA.......................................................  7
       1.21  Final Average Earnings......................................  7
       1.22  Highly Compensated Employee.................................  9
       1.23  Hour of Service.............................................  9
       1.24  Leased Employee............................................. 10
       1.25  Normal Retirement Age....................................... 11
       1.26  Normal Retirement Date...................................... 11
       1.27  1-Year Break in Service..................................... 11
       1.28  Participant................................................. 11
       1.29  Plan........................................................ 12
       1.30  Plan Year................................................... 12
       1.31  Preretirement Spouse's Benefit.............................. 12
       1.32  Qualified Domestic Relations Order or QDRO.................. 12


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                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN
                       Restatement Effective April 1, 1998

                                TABLE OF CONTENTS

                                     - ii -


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       1.33  Qualified Joint and Survivor Annuity........................ 12
       1.34  Schedule.................................................... 12
       1.35  Straight Life Annuity....................................... 12
       1.36  Trust Agreement............................................. 12
       1.37  Trust Fund.................................................. 13
       1.38  Trustee..................................................... 13
       1.39  Vesting Service............................................. 13

ARTICLE II -- DETERMINATION OF SERVICE................................... 14

       2.1   Eligibility Service......................................... 14
       2.2   Vesting Service............................................. 14
       2.3   Benefit Service............................................. 15

ARTICLE III -- PARTICIPATION............................................. 17

       3.1   Commencement of Participation............................... 17
       3.2   Participation Upon Reemployment............................. 17
       3.3   Cessation Of Participation.................................. 18
       3.4   Information to be Furnished................................. 18

ARTICLE IV -- RETIREMENT BENEFITS........................................ 19

       4.1   Normal Retirement Benefit................................... 19
       4.2   Late Retirement Benefit..................................... 20
       4.3   62/25 Early Retirement Benefit.............................. 20
       4.4   55/15 Early Retirement Benefit.............................. 21
       4.5   55/5 Early Retirement Benefit............................... 21
       4.6   Deferred Vested Benefit..................................... 22
       4.7   Offset By Benefits Under Other Plans........................ 22
       4.8   Qualified Domestic Relations Order.......................... 23
       4.9   No Other Benefits........................................... 23

ARTICLE V -- PAYMENT OF BENEFIT.......................................... 24

       5.1   Commencement of Benefit..................................... 24
       5.2   Form of Benefit............................................. 26


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                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN
                       Restatement Effective April 1, 1998

                                TABLE OF CONTENTS

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       5.3   Effect of the Death of the Participant...................... 29
       5.4   Automatic Cash-out of Benefit Not Exceeding $5,000.......... 30
       5.5   Required Minimum Distributions.............................. 30
       5.6   Eligible Rollover Distributions............................. 31
       5.7   Reemployment of Retired or Vested Participants.............. 33
       5.8   Claims Procedures........................................... 36

ARTICLE VI -- PRERETIREMENT SPOUSE'S BENEFIT............................. 37

       6.1   Preretirement Spouse's Benefit.............................. 37
       6.2   Automatic Cash-out of Benefit Not Exceeding $5,000.......... 38
       6.3   Offset By Certain Other Benefits............................ 38

ARTICLE VII -- FUNDING................................................... 39

       7.1   Funding Policy and Method................................... 39
       7.2   Contributions............................................... 39
       7.3   The Trustee................................................. 39
       7.4   Investment Managers......................................... 39
       7.5   No Limitations on Investments............................... 40
       7.6   Contributions Not To Be Diverted............................ 40
       7.7   Benefits Payable Only From Assets of Plan................... 41

ARTICLE VIII -- OPERATION AND ADMINISTRATION............................. 42

       8.1   Division of Authority and Responsibility.................... 42
       8.2   Establishment of Retirement Committee....................... 42
       8.3   Authority and Responsibility of Committee................... 43
       8.4   Allocation and Delegation of Responsibilities............... 44
       8.5   Multiple Fiduciary Capacities............................... 45
       8.6   Employment of Advisers...................................... 45
       8.7   Records and Reports......................................... 45
       8.8   Protection of Committee and Others.......................... 45
       8.9   Administration Expenses..................................... 46
       8.10  Bonding..................................................... 46

ARTICLE IX -- PARTICIPATION BY AFFILIATES................................ 47


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                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN
                       Restatement Effective April 1, 1998

                                TABLE OF CONTENTS

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                                                                         Page


       9.1   Participation by Affiliates................................. 47
       9.2   Termination of Participation................................ 47

ARTICLE X -- AMENDMENT AND TERMINATION................................... 48

       10.1  Amendment................................................... 48
       10.2  Termination of Plan......................................... 48
       10.3  Restrictions on Certain Benefits and Distributions.......... 49

ARTICLE XI -- SECTION 415 LIMITATIONS.................................... 51

       11.1  Definitions and Rules of Interpretation..................... 51
       11.2  Maximum Annual Benefit...................................... 53
       11.3  Transition Rules for Maximum Annual Benefit................. 54
       11.4  Participation in a Defined Contribution Plan................ 55
       11.5  Application of Code Section 415............................. 58

ARTICLE XII -- TOP-HEAVY RULES........................................... 59

       12.1  Purpose of this Article..................................... 59
       12.2  Definitions................................................. 59
       12.3  Top-Heavy Plan.............................................. 62
       12.4  Top-Heavy Ratio............................................. 62
       12.5  Application of Top-Heavy Rules.............................. 64
       12.6  Minimum Vesting............................................. 64
       12.7  Minimum Benefits............................................ 64

ARTICLE XIII -- MISCELLANEOUS............................................ 66

       13.1  Plan Not a Contract......................................... 66
       13.2  Benefits Payable Only From Plan Assets...................... 66
       13.3  Provisions of Plan Binding on All Persons................... 66
       13.4  Non-Alienation of Benefits.................................. 66
       13.5  Limitations on Merger, Consolidation, Etc................... 66
       13.6  Application of Forfeitures.................................. 67
       13.7  Uniformed Services Employment and Reemployment Rights Act... 67
       13.8  Plan Intended To Qualify Under Code Section 401(a).......... 67


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                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN
                       Restatement Effective April 1, 1998

                                TABLE OF CONTENTS

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                                                                        Page


       13.9   Appendices and Schedules.................................. 67
       13.10  Headings For Convenience Only............................. 67
       13.11  Applicable Law............................................ 67


                            APPENDICES AND SCHEDULES

APPENDIX A -        TABLE 1         TABLE OF ACTUARIAL EQUIVALENT FACTORS
                                    TO BE USED IN CONVERTING THE NORMAL LIFE
                                    ANNUITY FORM OF PAYMENT TO A JOINT AND
                                    SURVIVOR FORM

APPENDIX A -        TABLE 2         TABLE OF ACTUARIAL EQUIVALENT FACTORS
                                    TO BE USED IN CONVERTING THE NORMAL LIFE
                                    ANNUITY FORM OF PAYMENT TO A PERIOD
                                    CERTAIN AND LIFE ANNUITY FORM

APPENDIX A -        TABLE 3         TABLE OF ACTUARIAL EQUIVALENT FACTORS
                                    TO BE USED IN DETERMINING THE AMOUNT OF
                                    LIFE ANNUITY COMMENCING ON AN EARLY
                                    RETIREMENT DATE

Schedule 1   Special Rules Applicable With Respect to Employees Who Were
             Active Participants on March 31, 1998

Schedule 2   Pension Plan for Nonunion Hourly Employees of Columbus McKinnon
             Corporation, Merger into MRB Plan, Treatment of Former Participants

Schedule 3   Retirement Plan for Salaried Employees of the Duff-Norton
             Companies, Merger into MRB Plan, Treatment of Former Participants

Schedule 4   Duff-Norton Company, Inc. Retirement Plan for Wadesboro Hourly
             Employees, Merger into MRB Plan, Treatment of Former Participants




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                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                       Restatement Effective April 1, 1998


                                  INTRODUCTION


         The  Retirement  Plan for Salaried  Employees  of the Dixie  Industries
Division of Columbus McKinnon Corporation (the "Dixie Industries Salaried Plan")
was established on April 1, 1977. This pension plan, which was the forerunner of
the Columbus McKinnon Corporation Monthly Retirement Plan, covered only salaried
employees of the Dixie Industries Division of Columbus McKinnon Corporation.

         Effective   February  28,  1987,   benefit  accruals  under  the  Dixie
Industries Salaried Plan were discontinued.

         Effective  April  1,  1987,  the  Dixie  Industries  Salaried  Plan was
reactivated,  amended and restated as the Columbus McKinnon  Corporation Monthly
Retirement Plan (the "Plan").

         Also effective  April 1, 1987,  coverage under the Plan was extended to
employees previously covered under the Columbus McKinnon Corporation  Retirement
Plan for Salaried  Employees  (the  "Columbus  McKinnon  Salaried  Plan) and the
Retirement Plan for Salaried Employees of the Midland Forge Division of Columbus
McKinnon Corporation (the "Midland Forge Salaried Plan").1

         Also,  effective  April 1, 1987,  the Midland  Forge  Salaried Plan was
merged into the Plan.

         Effective  April 1, 1990,  the Plan was  amended to change the  benefit
formula  while  preserving  benefits  accrued  through  March 31,  1989  under a
fresh-start  formula without wear-away.  The amended formula,  like the original
formula, was a career
--------

     1  Benefit  accruals  under  the  Columbus   McKinnon  Salaried  Plan  were
discontinued  as of December 31,  1986,  and the Plan was  terminated  effective
March 31, 1987. In connection  with the  termination,  all  participants  became
fully vested in their benefits accrued through December 31, 1986, and guaranteed
annuities were purchased from the Massachusetts Mutual Life Insurance Company to
provide these benefits in full.

         Benefit  accruals  under the Midland Forge  Salaried Plan and the Dixie
Industries  Salaried Plan were  discontinued  effective  February 28, 1987.  The
Corporation  initially  intended to terminate  both plans on June 30, 1987,  and
participants  in the two plans  were  granted  full  vesting  in their  benefits
accrued through  February 28, 1987.  Thereafter the  Corporation  decided not to
terminate  either plan.  However,  guaranteed  annuities were purchased from the
Massachusetts Mutual Life Insurance Company to provide these benefits in full.


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 2 of April 1, 1998 Plan Restatement


average,  integrated formula but it incorporated changes intended to comply with
the Tax Reform Act of 1986 and regulations thereunder.

         In March of 1995,  the Plan was amended and restated to comply with the
Tax Reform Act of 1986, and subsequent  legislation and  regulations,  effective
generally  as of April 1,  1989.  The TRA 1986  restatement  did not  change the
benefit formula or the classes of employees covered under the Plan. The Plan was
amended  once  thereafter,  effective  April 1,  1996,  to  extend  coverage  to
employees  of  Lift-Tech  International,  Inc.,  an  affiliate  acquired  by the
Corporation in 1995.

         The  Corporation  decided to change the benefit  formula under the Plan
from a career average formula to a final average pay formula  effective April 1,
1998. In addition,  the Corporation decided to extend coverage under the Plan to
essentially  all  of  the  nonunion  employees  of the  Corporation  and  its US
affiliates  (excluding certain temporary affiliates) effective April 1, 1998. In
addition,  the Corporation decided to merge most of the nonunion defined benefit
plans remaining in the Columbus McKinnon controlled group into the Plan on April
1, 1998 or as soon thereafter as might be practicable.  Because of the extensive
transition rules required by the change in benefit formula and the plan mergers,
as well as changes  required by federal  legislation  subsequent to the TRA 1986
restatement, the Corporation determined to restate the Plan as of April 1, 1998.

         Accordingly, this document amends and restates the Plan effective April
1, 1998 except as otherwise  provided herein.  It governs the benefits under the
Plan of participants who have been credited with at least one hour of service on
or after April 1, 1998. The benefits of participants  who have not been credited
with an hour of  service  on or after  April 1,  1998 are  governed  by the Plan
document as in effect on the date such  participants  last  completed an hour of
service but as amended by each  provision  herein that is effective on or before
such date.


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 3 of April 1, 1998 Plan Restatement



ARTICLE I

                                   DEFINITIONS

1.1 Definitions of Certain Terms. The following words and phrases as used herein
shall have the following meanings unless a different meaning is plainly required
by the  context.  A pronoun or adjective in the  masculine  gender  includes the
feminine  gender,  and the  singular  includes  the  plural,  unless the context
clearly indicates otherwise.

1.2 "Accrued Benefit."

     (a) In General. "Accrued Benefit" means the annual benefit of a Participant
payable under the Plan,  determined as of any given date, in accordance with the
benefit  formula set forth in Section 4.1, and payable in the form of a Straight
Life Annuity commencing on the Participant's Normal Retirement Date.

     (b) Application of Schedules.  The  calculation of a Participant's  Accrued
Benefit  shall take into account the special  rules under any Schedule  attached
hereto that is applicable with respect to the Participant.

1.3 "Actuarial  Equivalent." A benefit is the "Actuarial  Equivalent" of another
benefit on a given date if the  Actuarial  Present  Value of the two benefits on
that date is the same.

1.4 "Actuarial Present Value."

     (a) In General.  "Actuarial Present Value" shall be determined on the basis
of the  applicable  tables  attached  hereto as  Appendix A except as  otherwise
provided in this Section 1.4.

     (b) Cash-out of Amounts $5,000 or Less. In computing the Actuarial  Present
Value of a benefit to determine whether it can be paid immediately in a lump sum
under Code Section  411(a)(11) or Code Section 417(e) (cash-outs of benefits not
greater than  $5,000),  the lump sum value shall be computed on the basis of the
following mortality and interest  assumptions:  the 1983 Group Annuity Mortality
Table with a 50% male/50%  female blend and the annual  interest rate on 30-year
United States Treasury  securities as determined by the Internal Revenue Service
for the month of February  preceding  the Plan Year in which the  payment  would
occur.

     (c) Benefits paid to  Reemployed  Pensioners.  The  actuarial  reduction of
retirement  benefits  payable to  reemployed  Participants  pursuant  to Section
5.7(d)(4)


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 4 of April 1, 1998 Plan Restatement


shall be based on the UP-1984 Mortality Table  (unadjusted) and an interest rate
of 8% per annum.

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 414(c)) 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

     (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 .

1.6 "Annuity  Starting Date" means the first day of the first period for which a
benefit is payable as an annuity  or, in the case of a benefit not payable as an
annuity, the day on which the benefit is paid.

1.7 "Authorized  Absence" means a period of excused absence from the performance
of normally  scheduled duties with the Corporation or an Affiliate not exceeding
two years,  including any absence  authorized by the Corporation or an Affiliate
in accordance with its established leave policy. A person who fails to return to
active service forthwith upon the expiration of the period of absence authorized
shall be considered to have terminated his employment  upon the  commencement of
such absence.  (See Section 13.7 concerning Employees who enter the armed forces
of the United States.)

1.8  "Beneficiary"  means a spouse  or other  individual  as  designated  by the
Participant who is receiving, or may become entitled to receive, a benefit under
the Plan on account of the death of the Participant. In the case of the Ten Year
Certain and Life annuity option (Section 5.2(c)(4)),  the designated Beneficiary
may also be a trust or estate.

1.9 "Benefit Service" means the aggregate of a Participant's  service determined
under Section 2.3 which is taken into account in determining  the  Participant's
Accrued Benefit.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 5 of April 1, 1998 Plan Restatement


1.10 "Board of Directors" means the Board of Directors of the Corporation.

1.11 "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time.  Reference to any section or subsection of the Code includes  reference to
any  comparable  or  succeeding  provisions  of any  legislation  which  amends,
supplements or replaces such section or subsection.

1.12 "Committee" means the Retirement  Committee appointed by the Corporation to
administer the Plan in accordance with Section 8.2.

1.13 "Corporation" means Columbus McKinnon Corporation.

1.14 "Covered Compensation."

     (a) In General.  "Covered Compensation" means the average (without indexing
prior  taxable wage bases) of the taxable wage bases in effect for each calendar
year during the 35-year  period ending with the last day of the calendar year in
which the Participant attains (or will attain) Social Security Retirement Age.

     (b)  Assumptions   and  Rules.  In  determining  a  Participant's   Covered
Compensation  for a given year,  the taxable  wage base for the current year and
any subsequent  year shall be assumed to be the same as the taxable wage base in
effect as of the  beginning  of the year for which  the  determination  is being
made. A Participant's  Covered  Compensation for a year after the 35-year period
described in Section 1.14(a) is the Participant's  Covered  Compensation for the
year during which the Participant  attained  Social  Security  Retirement Age. A
Participant's  Covered  Compensation  for  a  year  before  the  35-year  period
described in Section 1.14(a) is the taxable wage base in effect at the beginning
of  that  year.  A  Participant's   Covered   Compensation   shall  be  adjusted
automatically for each year.

     (c)  Use  of  Treasury  Tables.   The  Committee  shall  determine  Covered
Compensation  from  tables  published  by the  Secretary  of the  Treasury  that
calculate Covered Compensation to the nearest dollar.

1.15 "Earnings."

     (a)  In  General.   "Earnings"   means  the  total  wages  and  other  cash
compensation  paid to a Participant  during a measuring  period  (normally,  the
calendar  year) by his Employer and any Affiliate and reportable on IRS Form W-2
within the meaning of Treasury Regulation ss.1.415-2(d)(11)(i).



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 6 of April 1, 1998 Plan Restatement


          (1)  Specific  Inclusions.   "Earnings"  shall  include  all  elective
     contributions  paid into a cash or deferred  arrangement  maintained by the
     Employer under Code Section 401(k) and all salary  reduction  contributions
     under a cafeteria  plan that are  excluded  from income  under Code Section
     125.

          (2) Specific Exclusions.  "Earnings" shall exclude the following items
     (even if  includible  in gross  income):  reimbursements  or other  expense
     allowances,  fringe benefits (cash and noncash), moving expenses,  deferred
     compensation,  welfare benefits (including,  without limitation,  severance
     pay and cash paid after termination in lieu of vacation).

     (b) Code Section 401(a)(17) Limitation. In addition to all other applicable
limitations  set forth in the Plan, and  notwithstanding  any other provision in
the Plan to the contrary,  for any Plan Year or other 12-month period  beginning
on or after January 1, 1989,  the Earnings of each  Employee  taken into account
under the Plan shall not exceed the "Code Section  401(a)(17)  Limit." If a Plan
Year or other  determination  period consists of fewer than 12 months, the "Code
Section  401(a)(17)  Limit" shall be multiplied by a fraction,  the numerator of
which is the number of months in the Plan Year or other determination period and
the denominator of which is 12.

          (1) Limit  Effective  January 1, 1989.  The "Code  Section  401(a)(17)
     Limit" for any Plan Year or other  12-month  period  commencing on or after
     January 1, 1989 shall be $200,000 or such larger amount as the Secretary of
     the  Treasury  may   determine  for  such  Plan  Year  under  Code  Section
     401(a)(17).

          (2) Limit  Effective  January 1, 1994.  The "Code  Section  401(a)(17)
     Limit" for the Plan Year or any other 12-month period beginning in the 1994
     calendar  year or any  subsequent  calendar  year shall be $150,000 or such
     larger  amount as the  Secretary  of the Treasury  may  determine  for such
     calendar year under Code Section 401(a)(17).

1.16 "Eligible Employee."

     (a) In General.  "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:



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 7 of April 1, 1998 Plan Restatement


          (1)  Collective  Bargaining  Employees  --  who  is  employed  in  any
     bargaining unit covered under a collective  bargaining agreement which does
     not  specifically  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
     other  than as a regular  employee,  and/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;

          (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.

1.17 "Eligibility  Service" means the aggregate of a person's service determined
under Section 2.1 which is taken into account in determining when the individual
is eligible to participate in the Plan.

1.18  "Employee"  means an employee  under common law of the  Corporation  or an
Affiliate,  and  effective  January  1,  1987,  a Leased  Employee.  Whether  an
individual is employee  under common law or an independent  contractor  shall be
determined by reference to applicable provisions of the Code.

1.19 "Employer"  means the  Corporation and each Affiliate that  participates in
the Plan in accordance with Section 9.1.

1.20  "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended  from time to time.  Reference  to any  section or  subsection  of ERISA
includes   references  to  any  comparable  or  succeeding   provisions  of  any
legislation which amends, supplements or replaces such section or subsection.

1.21 "Final Average Earnings"

     (a) In General.  "Final Average Earnings" means a Participant's average 12-
consecutive  month  Earnings  during  the  last  60  consecutive  months  of the
Participant's  Benefit Service or, if higher, his average  12-consecutive  month
Earnings  during the any 60 consecutive  month period within the last 120 months
of his Benefit Service. 


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 8 of April 1, 1998 Plan Restatement


Final Average  Earnings shall be calculated using the operating rules in Section
1.21(b) and shall be subject to the limitation of Section 1.21(c).

     (b) Operating Rules.

          (1) Employee  During Entire  Calendar  Year:  Monthly  Earnings.  If a
     Participant  was an Employee  during an entire  calendar year, his Earnings
     with respect to each month in that  calendar  year shall equal his Earnings
     for the entire calendar year divided by 12.

          (2) Employee During Partial Calendar Year: Monthly Earnings.

               (A) In General. If a Participant was an Employee during only part
          of a calendar  year,  his Earnings  with respect to each month in that
          partial  calendar  year  shall  equal  his  Earnings  for the  partial
          calendar  year  divided  by the  number of months in that year  during
          which he was an Employee for at least 15 days.

               (B) Treatment of Bonuses.  Notwithstanding Section 1.21(b)(2)(A),
          a bonus paid to compensate  an Employee for services  performed in two
          or more months  shall be treated as having  been paid in twelve  equal
          monthly  installments  during the calendar  year in which the bonus is
          actually  paid,  and only  those  installments  falling  within the 60
          consecutive  month  period  shall be taken into  account in  computing
          Final Average Earnings.

          (3) Breaks During  60-Consecutive  Month Period.  The Committee  shall
     establish  rules  consistent  with this Section 1.21, that are applied in a
     uniform  and  nondiscriminatory  manner,  to  determine  the Final  Average
     Earnings of  Participants  who [1] are  employed for less than 60 months in
     the period of employment immediately preceding retirement; [2] are employed
     for the full 60 months  immediately  preceding  retirement  but who did not
     earn Benefit  Service for that entire  period;  or [3] are employed for the
     full 60 months  immediately  preceding  retirement  but who did not receive
     Earnings for that entire period.

          (4) Earnings Paid Before Benefit Service. Earnings paid to an Employee
     before the Employee  began to earn Benefit  Service under the Plan shall be
     taken into account in computing the  Employee's  Final Average  Earnings if
     the Earnings  were paid to the Employee in a calendar  month  following the
     date when the Employee satisfied the age and service requirements  (Section
     3.1(b)) for participation in the Plan.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 9 of April 1, 1998 Plan Restatement


     (c) Application of Code Section 401(a)(17) Limitation.

          (1) In General.  For purposes of  determining  a  Participant's  Final
     Average Earnings,  the Earnings for any 12-consecutive  month period within
     the  60-consecutive  month period used in Section  1.21(a) shall not exceed
     the Code Section 401(a)(17) Limitation under Section 1.15(b) applicable for
     such 12  month  period.  If a  Participant's  Final  Average  Earnings  are
     determined  after the effective  date of Code Section  401(a)(17) (or after
     the effective date of any amendment thereto) but the  60-consecutive  month
     period used in Section 1.21(a)  includes one or more  12-consecutive  month
     periods  beginning before such effective date, the limitation for each such
     12-consecutive  month period shall be the  limitation  in effect as of such
     effective  date.  This Section  1.21(c) shall be applied in accordance with
     applicable Treasury Regulations.

          (2)  Protection  of  Accrued  Benefits.   The  Accrued  Benefit  of  a
     Participant whose Final Average Earnings are determined by giving effect to
     the limitation in Code Section 401(a)(17),  as enacted or as amended, shall
     not be less than the Participant's Accrued Benefit determined as of the day
     preceding the effective date of such enactment or amendment.

1.22  "Highly  Compensated   Employee"  means  an  Employee  who  is  a  "highly
compensated employee" within the meaning of Code Section 414(q) and the Treasury
Regulations thereunder.

1.23 "Hour of Service" means:

     (a) Period  When Duties Are  Performed.  Each hour for which an Employee is
paid, or entitled to payment,  for the performance of duties for the Employer or
an Affiliate during the applicable computation period;

     (b) Period When No Duties Are Performed. Each hour for which an Employee is
paid or entitled to payment,  by the  Employer or an  Affiliate  on account of a
period of time during which no duties are performed (irrespective of whether the
employment  relationship  has  terminated)  due to vacation,  holiday,  illness,
incapacity (including  disability) lay-off, jury duty, military duty or leave of
absence.  For purposes of this  Section , a payment  shall be deemed made or due
from the Employer or an Affiliate  regardless of whether such payment is made by
or due from the Employer or Affiliate  directly,  or indirectly  through,  among
others, a trust, fund or insurer, to which the Employer or Affiliate contributes
or pays  premiums and  regardless  of whether  contributions  made or due to the
trust fund, insurer or other entity are for the benefit of particular  Employees
or are on behalf of a group of Employees in the aggregate.  Notwithstanding  the
foregoing:


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 10 of April 1, 1998 Plan Restatement


          (1) No more than 501 Hours of Service shall be credited to an Employee
     on  account of any  single  continuous  period  during  which the  Employee
     performs no duties (whether or not such period occurs in a single year);

          (2) An hour for which an Employee is directly or  indirectly  paid, or
     entitled  to  payment,  on account of a period  during  which no duties are
     performed  shall not be credited to the Employee if such payment is made or
     due under a plan  maintained  solely  for the  purpose  of  complying  with
     applicable  workmen's   compensation,   or  unemployment   compensation  or
     disability insurance laws; and

          (3) Hours of Service  shall not be credited for a payment which solely
     reimburses an Employee for medical or medically  related expenses  incurred
     by the Employee.

          (4) No Hours of Service  shall be awarded for any period with  respect
     to which severance benefits are paid.

     (c)  Period For Which  Back Pay Is  Awarded.  Each hour for which back pay,
irrespective  of  mitigation of damages,  is either  awarded or agreed to by the
Employer or an Affiliate.  The same Hours of Service shall not be credited under
Section 1.23(a) or Section 1.23(b) as the case may be and this Section  1.23(c).
Crediting  of Hours of Service for back pay awarded or agreed to with respect to
periods  described in Section  1.23(b) shall be subject to the  limitations  set
forth in that section.

     (d) Equivalency for Regular  Full-Time  Employee.  An Employee who is not a
regular  full-time  Employee as defined in the next  sentence  shall be credited
with his actual Hours of Service,  determined in  accordance  with the foregoing
subsections of this Section 1.23. Notwithstanding his actual Hours of Service, a
regular  full-time  employee (an  employee  whose  employment  is on a permanent
rather than temporary basis and who is expected to work a full regular work week
of 40 hours and to have at least  2000  actual  Hours of Service in a Plan Year)
shall be  credited  with 45 Hours of  Service  for each  week in which he has at
least one actual Hour of Service. During the period of an Authorized Absence for
which he is not directly or  indirectly  paid or entitled to payment,  a regular
full-time employee shall be credited with eight Hours of Service per day but not
more than 40 Hours of  Service  per week,  for each day that he would  have been
scheduled to perform duties had he not been on Authorized Absence, provided that
no  Hours of  Service  will be  credited  under  this  sentence  for a  12-month
computation  period in which the Employee has already  been  credited  with more
than 500 Hours of Service,  nor shall more than 501 Hours of Service be credited
under this sentence for any 12-month computation period.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 11 of April 1, 1998 Plan Restatement


     (e) Application of Law And Regulations.  Hours of Service shall be credited
in accordance with applicable law and regulations, including Department of Labor
Regulations  ss.2530.200b-2(b)  and  ss.2530.200b-2(c)  which  are  incorporated
herein by this  reference,  and such law and  regulations  shall govern over any
inconsistent provision in the Plan.

1.24 "Leased  Employee" means any person who is not an employee under common law
of the Employer or an Affiliate and who provides  services to the Employer or an
Affiliate  ("recipient")  if: [1] such  services are  provided to the  recipient
pursuant to an agreement  between the recipient  and any other person  ("leasing
organization"),  [2] 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 [3] such  services are  performed  under
primary direction or control of the Employer or Affiliate.

1.25  "Normal  Retirement  Age"  means the  later of [1] the date a  Participant
attains age 65, or [2] the 5th  anniversary of a  Participant's  commencement of
participation in the Plan.

1.26 "Normal  Retirement  Date" means the first day of the month coinciding with
or next following the month in which the Participant  attains Normal  Retirement
Age.

1.27 "1-Year Break in Service."

     (a) In General.  The term "1-Year Break in Service"  means a 12 consecutive
month period  during  which an Employee  has 500 or fewer Hours of Service.  For
purposes  of  Eligibility  Service,  the 12 month  period  shall  be the  period
beginning  on the date the  Employee  first  performs  an Hour of  Service,  and
anniversaries  thereof.  For  purposes of Vesting  Service,  the 12 month period
shall be the calendar year.

     (b) Special Rule For Maternity Or Paternity  Absences.  Solely for purposes
of determining whether a 1-Year Break in Service has occurred, in the case of an
individual  who is  absent  from  work  for any  period:  [1] by  reason  of the
pregnancy  of the  individual,  [2] by  reason  of the birth of the child of the
individual,  [3] by reason of the  placement of a child with the  individual  in
connection  with  the  adoption  of such  child  by the  individual,  or [4] for
purposes of caring for such child for a period beginning  immediately  following
such birth or placement, the Plan shall treat as Hours of Service the hours that
would have been  credited to the  individual  if he had not been so absent (or 8
Hours of Service for each normal  workday of such absence if the actual Hours of
Service can not be determined). The individual shall be credited with such Hours
of Service (up to a maximum of 501 Hours of Service) in the Plan year in


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 12 of April 1, 1998 Plan Restatement


which the absence  begins,  if such crediting  will prevent the individual  from
incurring a 1-Year Break in Service in such year, or in the next  following Plan
Year.

1.28  "Participant"  means any person who has become a Participant in accordance
with Section 3.1 and who has not ceased to be a Participant  in accordance  with
Section 3.3, and any other person who has an Accrued  Benefit  under the Plan at
the time of reference.  An "Active Participant" is a Participant who at the time
of reference is also an Eligible Employee.

1.29 "Plan" means the Columbus McKinnon  Corporation  Monthly Retirement Benefit
Plan, as set forth herein and as amended from time to time.

1.30 "Plan Year" means the 12  consecutive  month period  beginning on April 1st
and ending on March 31st.

1.31  "Preretirement  Spouse's  Benefit" means an annuity payable to a surviving
spouse in accordance with Section 6.1.

1.32 "Qualified  Domestic  Relations Order" or "QDRO" means a domestic relations
order that creates or recognizes the existence of an alternate payee's right to,
or assigns to an alternate  payee the right to,  receive all or a portion of the
benefits payable with respect to a Participant under the Plan and that otherwise
meets  the  requirements  of Code  Section  414(p).  As  used  in the  preceding
sentence,  the term  "domestic  relations  order" means any judgment,  decree or
order (including approval of a property  settlement  agreement) that [1] relates
to the provision of child support,  alimony payments, or marital property rights
to a spouse,  former spouse,  child, or other dependent of the Participant,  and
[2] is made pursuant to a State  domestic  relations law  (including a community
property law).

1.33 "Qualified  Joint and Survivor  Annuity" means an annual benefit payable in
equal  monthly  payments  during  the  life  of  the  Participant  and,  if  the
Participant  is  survived  by his  spouse,  an annual  benefit  payable in equal
monthly  payments  during  the  life  of the  spouse  (after  the  death  of the
Participant)  which is equal to 50% of the annual  benefit  provided  during the
life of the  Participant.  Monthly  payments shall begin on the first day of the
first month for which a payment is due and  continue  until the last payment due
before death of the survivor of the Participant and his spouse.

1.34 "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.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 13 of April 1, 1998 Plan Restatement


1.35 "Straight  Life Annuity"  means an annual benefit  payable in equal monthly
payments during the life of the Participant  only, with no survivor's  benefits.
Monthly  payments  shall  begin on the first day of the first  month for which a
payment is due and  continue  until the last  payment  due  before  death of the
Participant.

1.36 "Trust  Agreement"  means the Columbus  McKinnon  Corporation  Master Trust
Agreement  effective as of April 1, 1998 by and between the  Corporation and the
Trustee, as it may be amended from time to time.

1.37 "Trust Fund" means the aggregate  trust fund held under the Trust Agreement
and allocated to this Plan.

1.38  "Trustee"   means  the  trustee(s)   under  the  Trust  Agreement  or  any
successor(s).

1.39 "Vesting Service" means the aggregate of a Participant's service determined
under Section 2.2 which is taken into account in determining  the  Participant's
vested  interest in his Accrued  Benefit and in  determining  the  Participant's
eligibility for an early retirement benefit.


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 14 of April 1, 1998 Plan Restatement


                                   ARTICLE II

                            DETERMINATION OF SERVICE

2.1      Eligibility Service.

     (a) In General.  An Employee  shall be credited with a year of  Eligibility
Service if the Employee is credited with 1,000 Hours of Service for the 12-month
period  beginning  on the date on which the Employee  first  performs an Hour of
Service or the 12-month period beginning on any anniversary of that date.

     (b)  Exclusion  of Service  Before  1-Year  Break In  Service.  Eligibility
Service shall exclude service  completed before a 1-Year Break in Service to the
extent provided in this Section 2.1(b).

          (1) One Year Hold-out.  Service earned by an Employee before a 1- Year
     Break  in  Service  shall  not  be  taken  into  account  for  purposes  of
     determining  Eligibility Service until the Employee has completed a year of
     Eligibility Service after his return to service.

          (2) Rule of Parity. In the case of a Participant whose vested interest
     in his Accrued Benefit is zero,  service earned by the  Participant  before
     any period of consecutive  1-Year Breaks in Service shall not be taken into
     account for purposes of  determining  Eligibility  Service if the number of
     consecutive  1- Year Breaks in Service within such period equals or exceeds
     the greater of [1] 5, or [2] the aggregate  number of years of  Eligibility
     Service before such period of consecutive 1-Year Breaks in Service.

2.2 Vesting Service.

     (a) In  General.  An Employee  shall be  credited  with one year of Vesting
Service for each  calendar  year in which the Employee is credited with at least
1,000 Hours of Service.

     (b)  Exclusion of Service  Before Age 18.  Vesting  Service  shall  exclude
service completed before the Employee attains age 18.

     (c) Exclusion of Service  Before 1-Year Break In Service.  Vesting  Service
shall exclude service  completed  before a 1-Year Break in Service to the extent
provided in this Section 2.2(c).



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 15 of April 1, 1998 Plan Restatement


          (1) One Year Hold-out.  Service earned by an Employee before a 1- Year
     Break  in  Service  shall  not  be  taken  into  account  for  purposes  of
     determining  Vesting  Service  until the Employee  has  completed a year of
     Vesting Service after his return to service.

          (2) Rule of Parity. In the case of a Participant whose vested interest
     in his Accrued Benefit is zero,  service earned by the  Participant  before
     any period of consecutive  1-Year Breaks in Service shall not be taken into
     account  for  purposes  of  determining  Vesting  Service  if the number of
     consecutive  1-Year Breaks in Service  within such period equals or exceeds
     the greater of [1] five,  or [2] the  aggregate  number of years of Vesting
     Service before such period of consecutive 1-Year Breaks in Service.

2.3 Benefit Service.

     (a) In General.  A  Participant's  Benefit  Service shall equal his Vesting
Service,  as described in Section 2.2,  except that it shall exclude the service
described in Section 2.3(b).

     (b) Exclusions From Benefit Service. The following Vesting Service
shall be excluded from Benefit Service:

          (1) Service Completed Before Participation.  Vesting Service completed
     by an Employee  before he has become a  Participant  shall be excluded from
     Benefit Service.

          (2) Service Completed When Not an Eligible  Employee.  Vesting Service
     completed  by an  Employee  at a time when he is not an  Eligible  Employee
     shall be excluded from Benefit Service.

          (3) Service Completed Before a Prior Distribution.

                    (A)  Exclusion  from  Benefit  Service.  In the  case  of an
               Employee who receives a  distribution  of the  Actuarial  Present
               Value of his vested  Accrued  Benefit  following  termination  of
               employment,  and who is  reemployed,  Vesting  Service  completed
               before the  distribution  shall be excluded from Benefit  Service
               taken into account for any subsequent benefit if: (i) the earlier
               distribution  was involuntary and did not exceed $5,000,  or (ii)
               the earlier  distribution  was  voluntary  and  consisted  of the
               Employee's entire vested Accrued Benefit.



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 16 of April 1, 1998 Plan Restatement


                    (B) Restoration of Benefit Service.  Vesting Service that is
               excluded from Benefit Service under Section 2.3(b)(3)(A) shall be
               restored  (included  in  Benefit  Service)  if:  (i) the  earlier
               distribution  was less than the  Actuarial  Present  Value of the
               Employee's  entire  Accrued  Benefit,  (ii) the Employee  resumes
               participation  in the Plan after the  earlier  distribution,  and
               (iii) the Employee repays the earlier distribution as provided in
               Code Section 411(a)(7)(C).

     (c) Partial Years of Benefit  Service.  An Employee  shall be credited with
one-twelfth  of a year of Benefit  Service for each month during a calendar year
for which the Employee is an Active  Participant  for 15 or more days,  provided
that the Employee  works during such month on a schedule  such that the Employee
would earn more than  1,000  Hours of Service  during the  calendar  year if the
Employee worked during the entire year.



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 17 of April 1, 1998 Plan Restatement


                                   ARTICLE III

                                  PARTICIPATION

3.1 Commencement of Participation.

     (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 in
the Plan on and after April 1, 1998.

     (b) New  Participants.  Each Eligible Employee who was not a Participant on
March 31, 1998 shall  automatically  become a  Participant  effective  as of the
first day of the month  coinciding  with or next  following the date he has both
attained  age 21 and  completed  one  year  of  Eligibility  Service,  provided,
however,  that if such person is not an Eligible  Employee on such date, then he
shall  become a  Participant  on the date on which he next  completes an Hour of
Service as an Eligible Employee.

     (c)  Authorized  Absence.  If an  Employee is on  Authorized  Absence or is
otherwise absent from service for any reason except termination of employment at
the time he would otherwise become a Participant,  he shall automatically become
a Participant  on the first day of the month  coinciding  with or next following
the date of his return to active service as an Eligible Employee.

3.2 Participation Upon Reemployment.

     (a) Reemployment  After Satisfying  Eligibility  Requirements.  If a person
ceases to be an Employee after he has completed one year of Eligibility Service,
and he is subsequently reemployed, he shall become a Participant on the later of
[1] date on which he next  performs an Hour of Service as an Eligible  Employee,
or [2] the date on which he would have become a  Participant  under  Section 3.1
but for his having ceased to be an Employee.

     (b) Reemployment Before Satisfying  Eligibility  Requirements.  If a person
ceases  to be an  Employee  before  he has  completed  one  year of  Eligibility
Service, and he is subsequently reemployed, he shall become a Participant on the
date provided in Section 3.1.

     (c)  Application  of Break in  Service  Rules.  In  determining  whether  a
reemployed  Employee has completed a year of Eligibility  Service,  the Break in
Service rules set forth in Section 2.1(b) are applicable.



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 18 of April 1, 1998 Plan Restatement


3.3 Cessation Of Participation.

     (a)  When  Participation  Shall  Cease.  A  person  shall  cease  to  be  a
Participant on the later of:

          (1) the date the person ceases to be an Employee, or

          (2) the date the persons's Accrued Benefit shall have been distributed
     in  full  in  accordance   with  the  terms  of  the  Plan  (including  any
     distribution of annuity contracts upon termination of the Plan).

     (b) Nonvested  Participants.  A person whose vested interest in his Accrued
Benefit  is zero and who is deemed  to  receive  an  automatic  cash-out  of his
Accrued  Benefit in accordance  with Section 5.4 shall cease to be a Participant
on the date he ceases to be an Employee.

     (c) Service Other Than As An Eligible Employee. If a person ceases to be an
Eligible Employee but continues to be an Employee:

          (1) Vesting Service. He will continue to earn Vesting Service.

          (2) Benefit Service.  He will cease to earn Benefit Service;  however,
     if he again becomes an Eligible  Employee,  he will resume earning  Benefit
     Service.

          (3)  Eligibility  for  Benefits.  He will be eligible for a retirement
     benefit under Article IV or a preretirement  spouse's benefit under Article
     VI if he  qualifies  for the  benefit  on the  basis of his  total  Vesting
     Service,  but the  benefit  will be  calculated  on the  basis of his Final
     Average Earnings and Benefit Service determined as of the date he ceased to
     be an Eligible Employee.

3.4 Information to be Furnished. Each person entitled to benefits under the Plan
must furnish to the Committee  such  documents,  evidence,  or information as it
considers  necessary or desirable for the purpose of administering  the Plan, or
to  protect  the  Committee,  the  Trustee  or the  Employer;  and it shall be a
condition  of the Plan that each  such  person  must  furnish  such  information
promptly and sign such  documents  before any benefits  become payable under the
Plan.



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 19 of April 1, 1998 Plan Restatement


                                   ARTICLE IV

                               RETIREMENT BENEFITS

4.1 Normal Retirement Benefit.

     (a)  Eligibility for Benefit.  A Participant who attains Normal  Retirement
Age  while  he is an  Employee  shall  have a fully  vested  right  to a  normal
retirement benefit described in Section 4.1(b).

     (b) Description of Benefit. A Participant's normal retirement benefit shall
be an annual benefit commencing on the Participant's  Normal Retirement Date and
payable in the form of a Straight  Life Annuity in the amount  determined  under
Section  4.1(c),  or payable in a different form in a reduced amount as provided
under Section 5.2.

     (c) Amount of Benefit. The Participant's normal retirement benefit shall be
equal to the sum of [1] his "base benefit"  determined under Section  4.1(c)(1),
and [2] his "excess benefit" determined under Section 4.1(c)(2).

          (1) Base Benefit.  A  Participant's  "base benefit" is 1.00 percent of
     the Participant's Final Average Earnings multiplied by his years of Benefit
     Service (not to exceed 35 years).

          (2) Excess Benefit.  A Participant's  "excess benefit" is 0.50 percent
     of the  Participant's  Final  Average  Earnings  in excess  of his  Covered
     Compensation  (determined  as of the last day of the Benefit  Service taken
     into account in determining the benefit) multiplied by his years of Benefit
     Service (not to exceed 35 years).

     (d)  Overall   Permitted   Disparity  Limits.  In  determining  the  normal
retirement  benefit of a Participant  under this Section 4.1 and any  applicable
Schedule,   the  overall  permitted  disparity  limits  set  forth  in  Treasury
Regulation Section 1.401(l)-5 shall be applied. In the event that the applicable
overall  permitted  disparity limit would be exceeded for any Participant who is
not a Highly  Compensated  Employee  for a Plan Year  beginning  after March 31,
1998, the percent of the Participant's Final Average Earnings taken into account
under Section  4.1(c)(1) in determining  the  Participant's  benefit accrual for
such Plan Year shall be increased  from 1.00 percent to an amount (not exceeding
1.50  percent)  at which  the  overall  permitted  disparity  limit is no longer
exceeded.



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 20 of April 1, 1998 Plan Restatement


     (e)   Benefit   Not  Less  Than   Immediate   Early   Retirement   Benefit.
Notwithstanding  the foregoing  provisions of this Section 4.1, if the immediate
early retirement  benefit that the Participant  could have received  pursuant to
another section of this Article IV is greater than his normal retirement benefit
as computed above (for reasons other than increases in Social Security  Benefits
or Covered  Compensation  occurring between such earlier retirement date and his
Normal Retirement  Date),  then his normal  retirement  benefit shall be no less
than such immediate early retirement benefit.

     (f) Benefit Accrued on March 31, 1998. The Accrued Benefit of a Participant
determined on and after April 1, 1998 shall not be less than the Accrued Benefit
of the  Participant  determined as of March 31, 1998 under the terms of the Plan
in effect on that date.

4.2 Late Retirement Benefit.

     (a) Eligibility For Benefit.  A Participant who continues to be an Employee
after attaining his Normal Retirement Age may retire after his Normal Retirement
Date,  on the first day of any month  following  receipt by the  Committee of an
application therefor executed by the Participant,  and receive a late retirement
benefit described in Section 4.2(b).

     (b) Description of Benefit.  A late  retirement  benefit shall be an annual
benefit commencing as of the Participant's  actual retirement date (or as of his
required  distribution  date determined under Section 5.5 unless the Participant
makes an election under Section 5.5(b)),  payable in the form of a Straight Life
Annuity in the amount  determined  under  Section 4.1, or payable in a different
form and amount  determined  under  Section 5.2, but based on the  Participant's
Final  Average  Earnings and Benefit  Service  determined  as of the date of his
actual  retirement.  A late  retirement  benefit  shall  not be  less  than  the
Participant's  normal retirement  benefit determined as of his Normal Retirement
Date.

     (c) Actuarial Adjustment.  A late retirement benefit shall be increased for
each month ending after the Participant's  Normal Retirement Date and before his
actual  retirement  date so that the late  retirement  benefit is the  Actuarial
Equivalent  of the same  benefit  paid  beginning  on the  Participant's  Normal
Retirement  Date.  Notwithstanding  the preceding  sentence,  a late  retirement
benefit shall not be actuarially increased for any month ending before April 1st
of the calendar year following  calendar year in which the  Participant  attains
age 70 1/2 if such month constitutes a month of "suspension  service" as defined
in Section 5.7(c)(2).

4.3 62/25 Early Retirement Benefit.


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 21 of April 1, 1998 Plan Restatement


     (a)  Eligibility  For Benefit.  A  Participant  who attains age 62 while an
Employee and who completes 25 or more years of Vesting  Service may retire prior
to his Normal  Retirement Date, on the first day of any month following  receipt
by the Committee of an application  therefor  executed by the  Participant,  and
receive a 62/25 early retirement benefit described in Section 4.3(b).

     (b) Description of Benefit.  A 62/25 early  retirement  benefit shall be an
annual  benefit  commencing  as of the  Participant's  actual  retirement  date,
payable in the form of a Straight  Life Annuity in the amount  determined  under
Section 4.1, or payable in a different form and amount  determined under Section
5.2, but based on the  Participant's  Final Average Earnings and Benefit Service
determined as of the date of his actual retirement.

4.4 55/15 Early Retirement Benefit.

     (a)  Eligibility  For Benefit.  A  Participant  who attains age 55 while an
Employee and who completes 15 or more years of Vesting  Service may retire prior
to his Normal  Retirement Date, on the first day of any month following  receipt
by the Committee of an application  therefor  executed by the  Participant,  and
receive a 62/25 early retirement benefit described in Section 4.4(b).

     (b) Description of Benefit.  A 55/15 early  retirement  benefit shall be an
annual  benefit  commencing  as of the  Participant's  actual  retirement  date,
payable in the form of a Straight  Life Annuity in the amount  determined  under
Section 4.1, or payable in a different form and amount  determined under Section
5.2, but based on the  Participant's  Final Average Earnings and Benefit Service
determined as of the date of his actual retirement. The benefit described in the
preceding  sentence  shall be  reduced  for each  month  that the  Participant's
Annuity  Starting Date precedes his Normal  Retirement  Date at the rate of 5/12
percent for per month.

4.5 55/5 Early Retirement Benefit.

     (a) Eligibility For Benefit. An Employee may retire on the first day of any
month  following his  attainment of age 55 and  completion of 5 years of Vesting
Service, and receive an early retirement benefit described in Section 4.5(b).

     (b)  Description of Benefit.  A 55/5 early  retirement  benefit shall be an
annual  benefit  commencing  as of the  Participant's  actual  retirement  date,
payable in the form of a Straight  Life Annuity in the amount  determined  under
Section 4.1, or payable in a different form and amount  determined under Section
5.2, but based on the  Participant's  Final Average Earnings and Benefit Service
determined as of the date of his actual retirement. The benefit described in the



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 22 of April 1, 1998 Plan Restatement


preceding  sentence  shall be reduced so that it is the Actuarial  Equivalent of
the Participant's Normal Retirement Benefit.

4.6 Deferred Vested Benefit.

     (a)  Eligibility  for Benefit.  A Participant  who has completed at least 5
years of Vesting Service shall have a fully vested and  nonforfeitable  interest
in his Accrued  Benefit and, if he ceases to be an Employee  prior to his Normal
Retirement Date, shall have a right to a deferred vested benefit described under
Section 4.6(c).

     (b)  Eligibility  for Benefit.  A Participant  who has completed at least 5
years of Vesting Service shall have a fully vested and  nonforfeitable  interest
in his  Accrued  Benefit  and, if he ceases to be an  Employee  before  becoming
eligible for a benefit  under any prior section of this Article IV, shall have a
right to a deferred vested benefit described under Section 4.6(c).

     (c)  Description of Benefit.  A deferred  vested benefit shall be an annual
benefit  commencing as of the Participant's  Normal Retirement Date,  payable in
the form of a Straight Life Annuity in the amount  determined under Section 4.1,
or payable in a different  form and amount  determined  under  Section  5.2, but
based on the Participant's Final Average Earnings and Benefit Service determined
as of the  date of his  termination  of  employment.  In  lieu  of the  deferred
benefit,  the  Participant may elect by notice filed with the Committee that his
vested benefit be paid as a reduced benefit, that is the Actuarial Equivalent of
the deferred benefit,  commencing the first day of any month which is subsequent
to his attainment of age 55 and which occurs 90 or more days after the filing of
such notice.

4.7 Offset By Benefits Under Other Plans.

     (a) Offset  Required.  Notwithstanding  the  foregoing  provisions  of this
Article IV, any benefit  payable  under the Plan with  respect to a  Participant
whose  Benefit  Service  includes  service  taken into account in  determining a
benefit under another  qualified  defined  benefit plan (including any plan that
has been  terminated)  or a foreign plan  (provided the benefits  thereunder are
reasonably  expected  to be paid),  to which the  Corporation  or any current or
prior Affiliate has made contributions,  shall be reduced by the actuarial value
of the benefit paid or payable under the other plan that is  attributable to the
same service.

     (b) Method For  Determining  Offset.  The amount of any reduction  required
under Section  4.7(a) shall be determined by the Committee on the basis of rules
uniformly  applied to similarly  situated  Participants  and shall be determined
with


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 23 of April 1, 1998 Plan Restatement


reference to the benefit  payable  under this Plan and such other plan at Normal
Retirement Age.

     (c)  Application  of Section.  This Section 4.7 shall be construed so as to
give  effect  to its  intent  which is to avoid  having  the  Corporation  or an
Affiliate pay a double benefit, whether directly or indirectly,  with respect to
the same service.

4.8 Qualified Domestic Relations Order. Notwithstanding the foregoing provisions
of this  Article  IV,  any  benefit  payable  under the Plan with  respect  to a
Participant  shall be adjusted by the Committee as may be appropriate to reflect
the  Actuarial  Equivalent  value of the  benefit  or the value of rights in the
Participant's  benefit  awarded to an alternate  payee under the provisions of a
Qualified  Domestic  Relations Order.  The Committee shall establish  reasonable
procedures for determining the qualified status of domestic relations orders and
for otherwise dealing with such orders.

4.9 No Other  Benefits.  No benefits  are  payable  under the Plan except [1] as
provided in this  Article IV with  respect to  Participants,  [2] as provided in
Article VI with respect to spouses of deceased  Participants,  and [3] as may be
provided in any Schedule attached to and made a part of the Plan with respect to
participants in other employer-sponsored  retirement plans that have been merged
into the Plan.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
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                                    ARTICLE V

                               PAYMENT OF BENEFIT


5.1 Commencement of Benefit.

     (a) Earliest  Commencement  Date.  The payment of a benefit  under the Plan
shall  commence no sooner than the first day of the first  calendar  month after
each of the following requirements has been satisfied:

          (1) Eligibility  for Benefit.  The Participant has met the eligibility
     requirements for the benefit set forth in Article IV.

          (2)  Termination of Employment.  The  Participant  has ceased to be an
     Employee  (except as provided in Section 5.5  concerning  required  minimum
     distributions).

          (3) Application for Benefit.  The Participant has submitted a properly
     completed application for the benefit to the Committee,  together with such
     other  information  and proofs as the Committee may require,  within the 90
     day period ending on the Annuity Starting Date.

     (b) Latest Commencement Date. The payment of a benefit under the Plan shall
commence  no later  than the 60th day  after the close of the Plan Year in which
occurs the latest of the following:  [1] the Participant's  attainment of Normal
Retirement  Age; [2] the 10th  anniversary of the year in which the  Participant
commenced  participation  in the Plan; or [3] the date on which the  Participant
ceases to be an Employee.

     (c) Required Notices and Consents.

          (1) Notice Concerning Optional Forms of Benefit. In any case where the
     Actuarial  Present  Value  of the  Participant's  Accrued  Benefit  exceeds
     $5,000, the benefit shall not be paid unless, at least 30 days and not more
     than 90 days before the Annuity  Starting  Date, the  Participant  receives
     from the Committee the notice  described in Section  5.2(d)  concerning the
     Participant's right to elect an optional form of benefit.

               (A) Election to Shorten Notice Period. A Participant may be given
          the notice described in Section 5.2(d)  (concerning the right to elect
          an optional form of benefit) within 30 days before his Annuity


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 25 of April 1, 1998 Plan Restatement


          Starting Date,  provided that [1] the Participant (and his spouse,  if
          any) is advised in writing of his right to a 30-day notice period, [2]
          the  Participant  (and his  spouse,  if any)  consents in writing to a
          shorter  period,  and [3] benefit  distributions  commence more than 7
          days after the notice is given.

               (B)  Election  to  Eliminate  Notice  Period.  Alternatively,   a
          Participant may be given the notice  described in Section 5.2(d) after
          his Annuity Starting Date,  provided that the Participant is permitted
          to make or change an election  within the 30-day period  following the
          date on which the notice is given.

          (2) Notice for "Eligible Rollover Distribution". In any case where the
     benefit  constitutes  an "eligible  rollover  distribution"  (as defined in
     Section 5.6), the benefit shall not be paid until the Participant  receives
     the  written  explanation   described  in  Section  5.6(c)  concerning  the
     Participant's right to a direct rollover.  The written explanation shall be
     furnished at least 30 and not more than 90 days before the Annuity Starting
     Date. A  Participant  may be given the notice  described in Section  5.6(c)
     within  30 days  before  his  Annuity  Starting  Date,  provided  that  the
     Participant is given written  information  clearly  indicating  that he may
     take up to 30 days to decide whether to elect a direct rollover.

          (3) Consent to Payment Before Normal  Retirement Age. No benefit shall
     be paid to a Participant before he attains his Normal Retirement Age if the
     Actuarial Present Value of his vested Accrued Benefit exceeds $5,000 unless
     the Participant [1] receives the notice  described in Section  5.1(c)(3)(A)
     at least 30 days and not more  than 90 days  before  the  Annuity  Starting
     Date,  and [2] consents to such payment in writing during the 90 day period
     ending on the Annuity Starting Date.

               (A)  Notice  Required  For  Consent.  The notice  required  under
          Section  5.1(c)(3)  shall [1] advise the  Participant  of his right to
          defer  commencement of benefits until he attains his Normal Retirement
          Age, and [2] include a general  description of the material  features,
          and an  explanation  of the relative  values of, the optional forms of
          benefit  available  under the Plan in a manner that would  satisfy the
          notice requirements of Code Section 417(a)(3).

               (B) Election to Shorten Notice Period. A Participant may be given
          the notice described in Section 5.1(c)(3)(A) within 30 days before his
          Annuity Starting Date, provided that the Participant is given written


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 26 of April 1, 1998 Plan Restatement


          information  clearly  indicating  that  he may  take  up to 30 days to
          decide whether to consent to an immediate distribution.

5.2 Form of Benefit.

     (a) In General. Any retirement benefit payable under the Plan shall be paid
in the applicable normal form described in Section 5.2(b) unless the Participant
elects an optional form of benefit  described in Section 5.2(c) and the election
is in effect on the Annuity  Starting  Date. The election of an optional form of
benefit must comply with the election procedures set forth in Section 5.2(d) and
the spousal consent requirement set forth in Section 5.2(e). An optional form of
benefit is subject to the special rules set forth in Section 5.2(f).

     (b) Normal Form of Benefit.  The  following are the normal forms of benefit
provided under the Plan:

          (1) Married Participants. If the Participant is married on the Annuity
     Starting  Date,  his normal form of benefit shall be a Qualified  Joint and
     Survivor Annuity. The annual benefit provided under the Qualified Joint and
     Survivor Annuity during the life of the Participant  shall be determined by
     multiplying the Participant's benefit determined as a Straight Life Annuity
     under  Article  IV  by  the  appropriate   "Actuarial   Equivalent  Factor"
     determined under Table 1 in Appendix A.

          (2) Unmarried  Participants.  If the Participant is not married on the
     Annuity  Starting  Date,  his  normal  form of  benefit  shall be a benefit
     determined as a Straight Life Annuity under Article IV.

     (c) Optional  Forms of Benefit.  The  following  are the optional  forms of
benefit available under the Plan:

          (1)  Option 1 -- 50% Joint and  Survivor.  A modified  annual  benefit
     payable in equal monthly payments during the Participant's life and, if the
     Participant  is survived by his designated  Beneficiary,  an annual benefit
     payable in equal monthly payments during the life of the Beneficiary (after
     the death of the  Participant)  which is equal to 50% of the annual benefit
     provided  during the life of the  Participant.  The modified annual benefit
     provided  during  the  life  of the  Participant  shall  be  determined  by
     multiplying the benefit determined as a Straight Life Annuity under Article
     IV by the appropriate  "Actuarial Equivalent Factor" determined under Table
     1 in Appendix A.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 27 of April 1, 1998 Plan Restatement


          (2) Option 2 -- 66-2/3% Joint and Survivor.  A benefit  similar to the
     50% Joint and  Survivor  benefit  described  as Option 1,  except  that the
     survivor  annuity  is  equal  to  66-2/3%  of the  annuity  payable  to the
     Participant.

          (3) Option 3 -- 100% Joint and Survivor.  A benefit similar to the 50%
     Joint and Survivor benefit  described as Option 1, except that the survivor
     annuity is equal to 100% of the annuity payable to the Participant.

          (4) Option 4 -- Ten Year Certain and Life. A modified  annual  benefit
     payable in equal monthly  payments during the  Participant's  life with the
     provision  that,  if he does  not live to  receive  at  least  120  monthly
     payments,  the balance of such  payments  shall be made to the  Beneficiary
     designated  by him or, if the  Beneficiary  predeceases  him, the Actuarial
     Present Value of the remaining payments shall be paid to his estate. If the
     Beneficiary  survives  the  Participant  but dies  before  all 120  monthly
     payments  have been made,  the  Actuarial  Present  Value of the  remaining
     payments shall be paid to the Beneficiary's  designated  beneficiary or, if
     none, to the  Beneficiary's  estate.  The modified  annual benefit shall be
     determined by multiplying the benefit determined as a Straight Life Annuity
     under  Article  IV  by  the  appropriate   "Actuarial   Equivalent  Factor"
     determined under Table 2 in Appendix A.

          (5) Option 5 --  Straight  Life  Annuity.  A benefit  determined  as a
     Straight Life Annuity under Article IV.

     (d) Election  Procedures.  An election of an optional form of benefit shall
comply with the following election procedures:

          (1)  Notice of Right to Make  Election.  The  Committee  shall  give a
     Participant  notice of his right to waive the normal  form of  benefit  and
     elect an  optional  form of  benefit  at least 30 but not more than 90 days
     before the Annuity Starting Date.

          (2) Contents of Notice.  The notice  referred to in Section  5.2(d)(1)
     shall be in writing and shall:

               (A)  explain  the  terms and  conditions  of the  normal  form of
          benefit and each optional form of benefit;

               (B)   include  an  estimate   of  the   relative   value  of  the
          Participant's  monthly  payment in the normal  form and each  optional
          form;



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 28 of April 1, 1998 Plan Restatement


               (C) describe the Participant's  right to make, and the effect of,
          an election under this Section 5.2(d);

               (D)  describe  the  requirement  that  the  Participant's  spouse
          consent to the election in accordance with Section 5.2(e); and

               (E) describe the Participant's  right to make, and the effect of,
          a revocation of his election.

          (3) Manner of Election. An election under this Section 5.2(d) shall be
     made on a form  prescribed for that purpose by the  Committee,  executed by
     the  Participant,  and submitted to the Committee  during the 90 day period
     ending  on  the  Annuity  Starting  Date,  but  not  submitted  before  the
     Participant has been given the notice described in Section  5.2(d)(1).  The
     election shall specify the optional form of benefit and the Beneficiary, if
     any,  designated  by the  Participant  and such  other  information  as the
     Committee may require.

          (4) Revocation of an Election.  An election may be revoked in writing,
     executed by the  Participant,  and  submitted to the Committee on or before
     the  Annuity   Starting  Date.  A  revocation  shall  have  the  effect  of
     reinstating the normal form of benefit. However, the Participant may make a
     new election in accordance with this Section 5.2(d).  An election cannot be
     revoked after the Annuity Starting Date.

     (e) Spousal Consent Requirement. An election of an optional form of benefit
under Section  5.2(d) (other than Option 1, Option 2 or Option 3 with his spouse
as sole primary Beneficiary) shall not be valid in the case of a Participant who
is married on his  Annuity  Starting  Date  unless  his spouse  consents  to the
election in accordance with the procedures set forth in this Section 5.2(e).

          (1) Form of Consent. A spouse's consent shall:

               (A) be made in writing on a form prescribed by the Committee;

               (B) specify the optional form of benefit;

               (C)  specify  the   Beneficiary,   if  any,   designated  by  the
          Participant  (and  in the  case  of  Option  4,  specify  whether  the
          Participant is permitted to change Beneficiaries);

               (D) acknowledge the effect of the election; and



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 29 of April 1, 1998 Plan Restatement


               (E) be witnessed by a Plan representative or notary public.

          (2) Effect of Consent.  A spouse's  consent shall be  irrevocable  but
     shall apply only with  respect to the spouse who gave the consent and shall
     apply only with  respect to the specific  optional  form of benefit and the
     specific Beneficiary described in the consent.

          (3) When Spousal Consent Is Unnecessary.  No consent shall be required
     under this Section 5.2(e) if it is established to the  satisfaction  of the
     Committee that there is no spouse or that the spouse cannot be located,  or
     because  of such  other  circumstances  as may be  prescribed  in  Treasury
     Regulations.  No consent shall be required in order for the  Participant to
     revoke an election.  In addition,  no consent shall be required in the case
     of an  election  of  Option 1,  Option 2 or  Option 3 if the  Participant's
     spouse is the designated Beneficiary.

     (f) Special  Rules  Governing  Optional  Forms of Benefits.  The  following
special rules shall apply if the Participant elects an optional form of benefit:

          (1)  Minimum  Distribution  Incidental  Benefit  Requirement.  If  the
     Beneficiary  under an  optional  form of benefit  is not the  Participant's
     spouse,  and  the  Beneficiary  is  10  years  or  more  younger  than  the
     Participant,  the amount  payable under the optional form of benefit to the
     Beneficiary  shall be reduced  (and the amount  payable to the  Participant
     correspondingly  increased)  in  accordance  with the  table  set  forth in
     Q/A-6(b) of  Proposed  Treasury  Regulation  Section  1.401(a)(9)-2  or any
     successor thereto.

          (2)  Death  of  Beneficiary  Before  Annuity  Starting  Date.  If  the
     Participant  elects  Option  1,  Option 2 or  Option  3 and the  designated
     Beneficiary  dies before the Annuity  Starting  Date, the election shall be
     void and the Participant shall receive his benefit in the applicable normal
     form under Section 5.2(b) unless the Participant makes a new election on or
     before the Annuity Starting Date.

          (3) Right to Change  Beneficiary under Option 4. A Participant who has
     elected Option 4 may change his Beneficiary  designation at any time before
     his  death  by  filing a new  designation  with  the  Committee,  provided,
     however,  that if he was married on his Annuity  Starting  Date, his spouse
     must have consented at that time to new  Beneficiary  designations  without
     further consent.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 30 of April 1, 1998 Plan Restatement


5.3 Effect of the Death of the Participant.

     (a) Death Before Annuity  Starting  Date. If a Participant  dies before his
Annuity  Starting  Date, no benefit shall be paid under the Plan with respect to
the  Participant  except  as  may  be  provided  under  Article  VI  (concerning
preretirement spouse's benefits).

     (b) Death On or After Annuity  Starting  Date. If a Participant  dies on or
after his Annuity Starting Date, no further benefit shall be paid under the Plan
with  respect  to the  Participant  except for such  survivor  benefit as may be
payable in accordance with the form in which the benefit was being paid prior to
the Participant's death.

5.4 Automatic Cash-out of Benefit Not Exceeding $5,000.

     (a) Automatic Cash-out Required. Notwithstanding any other provision in the
Plan:

          (1)  Distribution.  If the Actuarial  Present Value of a Participant's
     vested Accrued Benefit payable to him hereunder is $5,000 or less, the Plan
     shall pay the Participant the Actuarial Present Value in a lump sum as soon
     as practicable after the Participant  ceases to be an Employee.  No consent
     of either the Participant or his spouse shall be required for such payment.
     However, no such payment shall be made after the Annuity Starting Date.

          (2) Deemed  Distribution.  If a  Participant  ceases to be an Employee
     when his vested Accrued Benefit is zero, the  Participant's  vested Accrued
     Benefit shall be deemed to be paid to him  immediately  upon his ceasing to
     be an Employee.

     (b)  Effect of  Payment.  The actual or deemed  payment of a  Participant's
vested  Accrued  Benefit   pursuant  to  this  Section  5.4  shall  be  in  full
satisfaction   of  all  the   Participant's   rights  under  the  Plan  and  his
participation  in the Plan shall  cease.  Except as provided in Section  5.4(c),
Benefit  Service  taken into account in  determining  the  Participant's  vested
Accrued  Benefit  shall be excluded  in  determining  any future  benefit if the
Participant is reemployed and again participates in the Plan.

     (c) Repayment Following Deemed Distribution. If a Participant with a vested
Accrued  Benefit of zero is deemed to receive a payment of his benefit  pursuant
to this Section and he again  completes an Hour of Service as an Employee before
he incurs 5  consecutive  1-Year  Breaks in Service,  he shall be deemed to have
repaid  his  benefit  immediately  upon his return to  service  and his  Accrued
Benefit (including all optional forms of benefits and subsidies relating to such
benefit) shall be restored.


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 31 of April 1, 1998 Plan Restatement


5.5 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  5.5(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 4.2. For purposes of
this Section 5.5(b),  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.

5.6 Eligible Rollover Distributions.

     (a)  Definitions.  For purposes of this Section  5.6, 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


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 32 of April 1, 1998 Plan Restatement


     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
     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 5.6, 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.

     (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


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 33 of April 1, 1998 Plan Restatement


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.

5.7 Reemployment of Retired or Vested Participants.

     (a)  Reemployment  Before Annuity Starting Date. In the event that a former
Employee is reemployed  before his Annuity  Starting Date,  the following  rules
apply:

          (1) Continued Earning of Service.  The Employee shall continue to earn
     Vesting Service and Benefit Service to the extent provided in Article II.

          (2) Deferral of Benefit.  No  retirement  benefit shall be paid to the
     Employee  until he retires or is  otherwise  eligible  for a benefit  under
     Article IV.

          (3) Amount of Benefit upon Subsequent Retirement.  Upon the subsequent
     retirement of the  Employee,  the amount of his benefit shall be determined
     under Section 5.7(d).

          (4)  Form of  Benefit  upon  Subsequent  Retirement.  Upon  subsequent
     retirement, the Employee shall have an Annuity Starting Date and his entire
     benefit  shall be payable in the form  determined  under  Section  5.2 with
     respect to the Annuity Starting Date.

          (5) Death During Period Of  Reemployment.  If the Employee dies during
     the period of  reemployment,  no benefit  shall be paid with respect to the
     Employee  except  as  provided  in  Article  VI  (concerning  preretirement
     spouses' benefits).

          (6)  Automatic  Cash-outs.  A  former  Employee  who has  received  an
     automatic  cash-out  under Section 5.4 shall not be deemed to have begun to
     receive  his benefit  for  purposes of this  Section 5.7 and if such former
     Employee  is  reemployed  he shall be subject to the rules of this  Section
     5.7(a).



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 34 of April 1, 1998 Plan Restatement


     (b)  Reemployment  After Annuity  Starting Date:  Benefit  Commenced Before
Normal  Retirement Date. In the event that a former Employee is reemployed after
his Annuity  Starting  Date, and his Annuity  Starting Date occurred  before his
Normal Retirement Date, the following rules apply:

          (1) Continued Earning of Service.  The Employee shall continue to earn
     Vesting Service and Benefit Service to the extent provided in Article II.

          (2) Cancellation of Current Benefit. The retirement benefit previously
     commenced  and any  optional  form of benefit  that the  Employee  may have
     elected shall be canceled.

          (3) Amount of Benefit upon Subsequent Retirement.  Upon the subsequent
     retirement of the  Employee,  the amount of his benefit shall be determined
     under Section 5.7(d).

          (4)  Form of  Benefit  upon  Subsequent  Retirement.  Upon  subsequent
     retirement,  the Employee  shall have a new Annuity  Starting  Date and his
     entire  benefit shall be payable in the form  determined  under Section 5.2
     with respect to the new Annuity Starting Date.

          (5) Death During Period Of  Reemployment.  If the Employee dies during
     the period of  reemployment,  no further benefit shall be paid with respect
     to the  Employee  except  as may be  provided  in  Article  VI  (concerning
     preretirement spouse's benefit).

     (c) Reemployment After Annuity Starting Date: Benefit Commenced On or After
Normal  Retirement Date. In the event that a former Employee is reemployed after
his Annuity  Starting Date,  and his Annuity  Starting Date occurred on or after
his Normal Retirement Date, the following rules apply:

          (1) Continued Earning of Service.  The Employee shall continue to earn
     Vesting Service and Benefit Service to the extent provided in Article II.

          (2)  Forfeiture  or Deferral of  Payments.  Until the  Employee  again
     retires,  his  monthly  benefit  payments  shall be  forfeited  for  months
     constituting months of suspension  service,  and shall be deferred until he
     again retires for months not  constituting  months of  suspension  service.
     Notwithstanding  the preceding  sentence,  no  forfeiture  shall occur with
     respect to a month ending after April 1st of the  calendar  year  following
     calendar  year in which the  Participant  attains age 70-1/2  regardless of
     whether such month constitutes a month of suspension service.


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 35 of April 1, 1998 Plan Restatement


               (A) Meaning of  "Forfeited." If a monthly  retirement  payment is
          "forfeited" within the meaning of this Section 5.7(c)(2),  the payment
          is not made and  subsequent  payments are not increased to reflect the
          amount of the forfeited payment.

               (B) Meaning of  "Deferred."  If a monthly  retirement  payment is
          "deferred" within the meaning of this Section  5.7(c)(2),  the payment
          is not made but  subsequent  payments are  increased by the  Actuarial
          Equivalent of the deferred payment.

               (C) Meaning of "Suspension Service." For purposes of this Section
          5.7(c)(2),  a month of  "suspension  service"  is a calendar  month in
          which the Employee  completes  40 or more Hours of Service,  provided,
          however,  that a month  shall not  constitute  a month of  "suspension
          service"  unless the Employee  has been given the notice  described in
          Department of Labor  Regulation  ss.2530.203-3(b)(4)  on or before the
          last day of the month.

          (3) Resumption of Payments. The Employee's monthly retirement payments
     shall  resume  no later  than the third  month  after the month in which he
     again  retires.  The payments shall be adjusted,  if necessary,  to recover
     monthly retirement payments erroneously made after the Employee's return to
     service,  in compliance with Department of Labor Regulation  ss.2530.203-3,
     in a consistent and nondiscriminatory manner.

          (4) Amount of Benefit upon Subsequent Retirement.  Upon the subsequent
     retirement of the  Employee,  the amount of his benefit shall be determined
     in accordance with Section 5.7(d).

          (5) Form of Benefit upon Subsequent Retirement.  The Employee's entire
     benefit shall continue to be paid in the form determined  under Section 5.2
     with respect to his Annuity  Starting  Date which  occurred on or after his
     Normal Retirement Date but prior to his reemployment.

          (6) Death During Period Of  Reemployment.  If the Employee dies during
     the period of  reemployment,  no  further  benefit  shall be  payable  with
     respect to the Employee except for such survivor  benefit,  if any, payable
     to the Employee's  spouse or other  Beneficiary in accordance with the form
     in which the Employee's benefit was being paid prior to his reemployment.

     (d) Retirement Benefits Payable to Reemployed Employees.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 36 of April 1, 1998 Plan Restatement


          (1) In General.  The benefit of an Employee who is  reemployed  within
     the meaning of this Section 5.7 shall be determined in the manner  provided
     in the  applicable  section under Article IV but subject to the  additional
     rules in this Section 5.7(d).

          (2) Separate  Computations For Separate Periods Of Employment.  Except
     as  provided  in  Section  5.7(d)(3),  the  Employee's  retirement  benefit
     attributable to Benefit Service earned before and after  reemployment shall
     be separately determined in accordance with this Section 5.7(d)(2):

               (A) Benefit Attributable to Pre-Reemployment Service. The portion
          of the benefit  attributable to the Employee's  Benefit Service earned
          during the period  ending  most  immediately  prior to the date of his
          reemployment  shall be based upon his Benefit  Service,  Final Average
          Earnings,  Covered Compensation and the terms of the Plan in effect as
          of the last date of such period.

               (B)  Benefit  Attributable  to  Post-Reemployment   Service.  The
          portion  of the  retirement  benefit  attributable  to the  Employee's
          Benefit Service earned during the period  beginning on the date of his
          reemployment  and  ending  on the  date of he  again  ceases  to be an
          Employee  shall  be based  upon his  Benefit  Service,  Final  Average
          Earnings,  Covered Compensation and the terms of the Plan in effect as
          of the last date of such period.

          (3)  Single   Computation   For   Separate   Periods  Of   Employment.
     Notwithstanding  Section  5.7(d)(2),  if the  Employee  earns  at  least 10
     additional years of Benefit Service after being reemployed, or has at least
     30 years of  Vesting  Service  (taking  into  account  all  periods of such
     Service), or resumes earning Vesting Service within 24 months following his
     last period of employment,  his  retirement  benefit shall be determined on
     the basis of his Benefit  Service  earned both before and after the date of
     his reemployment,  and on the basis of his Final Average Earnings and terms
     of the Plan in  effect  as of the date on  which he again  ceases  to be an
     Employee.   Notwithstanding  the  preceding  sentence,  the  benefit  of  a
     reemployed Employee shall not be less than the benefit determined as of his
     last date of employment  during the period ending most immediately prior to
     the date of his reemployment.

          (4)  Adjustment For Prior  Payments.  The benefit of an Employee whose
     previous benefit was canceled in accordance with Section 5.7(b)(2) shall be
     actuarially reduced to reflect the value of any retirement benefit payments
     actually made from the Plan prior to reemployment.


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 37 of April 1, 1998 Plan Restatement


5.8 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
calculation,  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.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 38 of April 1, 1998 Plan Restatement


                                   ARTICLE VI

                         PRERETIREMENT SPOUSE'S BENEFIT

6.1 Preretirement Spouse's Benefit.

     (a) Eligibility for Benefit.  The spouse of a Participant shall be entitled
to a Preretirement Spouse's Benefit determined under this Section 6.1 if each of
the following conditions are met:

          (1) The Participant dies before his Annuity Starting Date.

          (2) The Participant has completed 5 or more years of Vesting  Service,
     or the Participant is otherwise vested in his Accrued Benefit.

          (3) The spouse is married to the Participant on the date of his death.

          (4) The spouse has been  married to the  Participant  for at least one
     year,  however,  this  condition  is waived if the  Participant  dies after
     retiring with entitlement to a 55/5 early retirement  benefit  described in
     Section 4.5.

          (5) The spouse is living on the date the benefit commences.

     (b) Amount of Benefit. A Preretirement  Spouse's Benefit shall be an annual
benefit,  payable in equal monthly payments during the life of the spouse,  with
the first payment due as of the  applicable  date provided in Section 6.1(c) and
the last  payment due as of the first day of the month in which the spouse dies.
The annual  benefit  shall be an amount equal to the  survivor  benefit that the
spouse would have received under a Qualified  Joint and Survivor  Annuity if the
Participant  had separated  from service on the date of his death (or his actual
date of  separation  from service,  if earlier),  survived to the day before the
benefit is to  commence,  begun  receiving a  retirement  benefit in the form of
Qualified Joint and Survivor Annuity, and died on the next day.

     (c) When Benefit Commences. A Preretirement Spouse's Benefit shall commence
on the applicable date provided in this Section 6.1(c):

          (1) Participant  Dies After Normal  Retirement Age. If the Participant
     dies after attaining his Normal  Retirement Age, the benefit shall commence
     as of the first day of the month following his death.

          (2) Participant Dies Before  Attaining  Normal  Retirement Age. If the
     Participant  dies before  attaining his Normal  Retirement Age, the benefit
     shall


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 39 of April 1, 1998 Plan Restatement


     commence  as of the first day of the month  following  the later of [1] the
     date of the  Participant's  death, or [2] the date on which the Participant
     would  have  attained  age 55,  unless  the  spouse  elects to  receive  an
     increased  benefit  commencing as of a later date.  The spouse may elect to
     have the benefit  commence as of the first day of any month  following  the
     date determined in the preceding  sentence but not later than the first day
     of the  month  following  the  date on which  the  Participant  would  have
     attained Normal Retirement Age.

          (d) Death  Within 90 Days of Annuity  Starting  Date.  Notwithstanding
     Section  6.1(b) above,  if the  Participant  elected Option 2 or 3 with his
     spouse as Beneficiary, during the 90-day period before the Annuity Starting
     Date,  the  Option  shall be treated as the  Qualified  Joint and  Survivor
     Annuity  and the  Preretirement  Spouse's  Benefit  shall  be  based on the
     Option.

6.2 Automatic Cash-out of Benefit Not Exceeding $5,000.  Anything in the Plan to
the contrary  notwithstanding,  the Actuarial  Present Value of a  Preretirement
Spouse's Benefit payable under Section 6.1 shall be paid to the spouse in a lump
sum as soon as  practicable  after  the  Participant's  death  if the  Actuarial
Present Value does not exceed $5,000.  Consent of the Participant's spouse shall
not be required  for such  payment  regardless  of whether  such payment is made
prior to the Participant's  Normal Retirement Age. However, no such distribution
shall be made after the Annuity Starting Date.

6.3 Offset By Certain Other Benefits. Any Preretirement Spouse's Benefit payable
under  Section  6.1  shall be  subject  to offset  in a manner  similar  to that
provided  under Section 4.7 (offset by benefits  payable under other plans) with
respect to retirement benefits payable under Article IV.


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 40 of April 1, 1998 Plan Restatement


                                   ARTICLE VII

                                     FUNDING

7.1 Funding Policy and Method.

     (a)  Establishment  of Funding Policy and Method.  The Committee,  with the
advice of an enrolled  actuary  selected by it, shall establish a funding policy
and method  consistent  with the objectives of the Plan and the  requirements of
ERISA,  which shall  include  selection of the level of funding to be maintained
under the Plan and the period for amortization of any past service costs.

     (b) Determination of Amount of Contributions. Under such funding policy and
method and with the advice of an enrolled actuary, the Committee shall recommend
to the Board of  Directors  an amount to be  contributed,  or a range of amounts
that may be contributed, to the Plan each year, which amount or range of amounts
shall meet statutory minimum funding standards.

     (c) Determination of Investment  Objectives.  The Committee shall determine
and communicate in writing to the Trustee,  and to any investment  managers that
are appointed,  the investment  objectives of the Plan to effectuate the funding
policy and method in effect from time to time,  including  the Plan's  short-run
and long-run  financial needs and its liquidity needs,  and  periodically  shall
meet with the Trustee and any  investment  managers to review the investment and
management of the Plan's assets.

7.2 Contributions. The Board of Directors of the Corporation shall determine the
amount that is to be contributed  to the Plan each year by each Employer,  after
considering the recommendation of the Committee.

7.3 The Trustee. The Employers'  contributions to the Plan shall be paid over to
and held by the Trustee  under the Trust  Agreement or shall be paid over to and
held by a  successor  trustee  appointed  by the Board of  Directors.  The Trust
Agreement shall be a part of this Plan, and each Affiliate that is or becomes an
Employer shall be deemed a party  thereto.  The Trustee shall hold the assets of
the Plan as a trust fund and shall invest, reinvest and disburse the same in the
manner and upon the terms and conditions provided in the Trust Agreement. To the
extent an  investment  manager  or  managers  has been  appointed  to direct the
investment  of  the  Trust  Fund,   the  Trustee  shall  have  no  authority  or
responsibility for the investment of the Trust Fund.

7.4 Investment Managers.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 41 of April 1, 1998 Plan Restatement


     (a) Appointment of Investment Managers. The Trust Agreement may provide for
the management of the Trust Fund thereunder by the Trustee and/or by one or more
investment  managers  appointed  by the Trustee with the consent of the Board of
Directors.  The Trustee may, but shall not be obliged to,  appoint an investment
manager or  managers to manage  (including  the power to acquire and dispose of)
all or any part of the Trust Fund. Any such  appointment  shall be pursuant to a
written agreement between the Trustee and the investment  manager and shall meet
the following requirements:

          (1) Any investment manager shall be an organization that is either [A]
     registered in good standing as an investment  adviser under the  Investment
     Advisers  Act of  1940,  [B] a bank,  as  defined  in that  Act,  or [C] an
     insurance company qualified to perform investment management services under
     the laws of more than one state of the United States.

          (2) The  agreement  shall provide that the  investment  manager may be
     removed by the Trustee on no more than 30 days written notice.

          (3) The investment  manager shall  acknowledge  that it is a fiduciary
     with respect to the Plan.

          (4) The agreement with the investment manager shall be consistent with
     the provisions of the Trust Agreement as in effect from time to time.

          (5) An  investment  manager  shall  be  entitled  to  such  reasonable
     compensation  for  its  services  as is  mutually  agreed  to by it and the
     Trustee, which shall be payable from the trust fund at the direction of the
     Committee, unless paid by the Employers.

7.5 No  Limitations  on  Investments.  The  Trust  Agreement  may  provide  that
investments  thereunder may be made in any property  whatsoever,  real, personal
and mixed, and wherever located, including,  without limitation,  stocks, bonds,
bank  deposits,   insurance   company  group  annuity  contracts  or  guaranteed
investment  contracts,  pooled  interests or collective  investment  funds,  and
partnership  interests,  whether or not such property shall be authorized by the
law of any state for the investment of trust funds.

7.6 Contributions Not To Be Diverted.

     (a)  Prohibition  Against  Diverting  Contributions.  Except as provided in
Section 7.6(b),  prior to the satisfaction of all liabilities for benefits under
the Plan, contributions made by each Employer shall be irrevocable,  and neither
such


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 42 of April 1, 1998 Plan Restatement


contributions  nor the income therefrom nor the increment  thereon shall be used
for or diverted to purposes other than for the exclusive benefit of Participants
and  Beneficiaries or the payment of reasonable  expenses of  administering  the
Plan and Trust.

     (b)  Circumstances  When  Contributions  Can Be  Returned.  Notwithstanding
Section  7.6(a),  contributions  shall be  returned  if either of the  following
conditions apply:

          (1) Contribution Made By Mistake Of Fact. If a contribution is made by
     an Employer  by mistake of fact,  the excess of the  contribution  over the
     amount that would have been  contributed  but for the mistake of fact shall
     be  returned  to the  Employer  within  one year  after the  payment of the
     contribution.

          (2) Contribution  Subject To  Deductibility.  All  contributions  made
     under the Plan are subject to the condition that they are deductible  under
     Code Section 404. If the  deduction  for a  contribution  is  disallowed in
     whole or part, the excess of the  contribution  over the amount for which a
     deduction  is allowed  shall be  returned to the  Employer  within one year
     after the disallowance of the deduction.

     (c) Limitation On Refunds.  Earnings attributable to an excess contribution
returned to an Employer in accordance  with Section 7.6(b) shall not be returned
to the Employer,  but losses attributable  thereto shall reduce the amount to be
returned.

7.7 Benefits  Payable Only From Assets of Plan.  Neither the Corporation nor any
Affiliate  guarantees payment of any benefits under the Plan, and each expressly
reserves the right to discontinue  contributions or to terminate the Plan at any
time.  All  rights of  Participants  and other  persons  having an  interest  in
benefits under the Plan shall be enforceable only against the assets of the Plan
held by the Trustee. No person shall have any interest in, or right to, any part
of the Trust Fund, except as may be expressly  provided in the Plan or the Trust
Agreement.


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 43 of April 1, 1998 Plan Restatement


                                  ARTICLE VIII

                          OPERATION AND ADMINISTRATION

8.1 Division of Authority and Responsibility.

     (a)   Corporation.   The   Corporation   as  plan  sponsor   shall  be  the
"administrator"  of the Plan  within the  meaning of Section  3(16) of ERISA and
Section 414(g) of the Code,  and shall be responsible  for complying with all of
the reporting and disclosure  requirements  of the Code and ERISA.  In addition,
the  Corporation  shall  have  exclusive  authority  to  carry  out all  settlor
functions  with  respect to the Plan and Trust  including  authority to amend or
terminate the Plan.

     (b)  Retirement  Committee  and  Others.  The  Retirement  Committee  shall
discharge all of the other  responsibilities  of Plan administrator on behalf of
the Corporation.  The Committee and its members are named  fiduciaries with full
discretionary  authority and  responsibility to control and manage the operation
and administration of the Plan, except that:

          (1)  the  Trustee  (and/or  any  investment   manager)  has  exclusive
     discretionary authority and responsibility to manage and control the assets
     of  the  Plan;  and  the  Trustee  has  the  authority  and  responsibility
     specifically assigned to it in the Plan and the Trust Agreement,  including
     without  limitation,  the  authority,  with  the  consent  of the  Board of
     Directors, to appoint and remove investment managers; and

          (2) the Board of Directors has exclusive  authority and responsibility
     for  appointing and removing  members of the Committee,  for appointing and
     removing the Trustee, and for changing the funding medium.

8.2 Establishment of Retirement Committee.

     (a) Appointment of Committee Members.  The Committee shall consist of three
or more members  appointed  from time to time 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 Board of Directors  shall  constitute the Committee.  No bond or
other security shall be required of any member except as may be required by law.


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 44 of April 1, 1998 Plan Restatement


     (b)  Organization of the Committee.  The Committee may designate one of its
members as its Chairman and may designate a Secretary and an Assistant Secretary
of the  Committee,  who may be,  but need not be,  members.  The  Committee  may
authorize one or more of its members,  or the Secretary or Assistant  Secretary,
or any agent, to execute and deliver any instruments or to direct any payment on
its  behalf.  Unless  they are  members  of the  Committee,  the  Secretary  and
Assistant  Secretary shall not be considered  named  fiduciaries with respect to
the Plan and shall have no fiduciary responsibilities under the Plan except such
as may be delegated to them by the Committee.

     (c) 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
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.

     (d) Establishment of Rules. Subject to the limitations  elsewhere contained
in the Plan, the Committee  shall establish rules for the exercise of the duties
imposed on it under the Plan and may,  at any time,  alter and change such rules
and adopt new rules.

     (e) Compensation  and Expenses.  Members who are paid 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.

     (f)  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.

8.3 Authority and Responsibility of Committee.

     (a) In General.  The Committee shall have full authority and responsibility
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


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 45 of April 1, 1998 Plan Restatement


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 5.8
and subject to applicable law, any decision of the Committee shall be conclusive
and  binding  upon all  Employees,  Participants,  Beneficiaries,  and all other
persons having or claiming any interest under the Plan.

8.4 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
responsi  bilities,  by  resolution  adopted 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


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 46 of April 1, 1998 Plan Restatement


severally,  without responsibility for the acts of other fiduciaries,  except as
otherwise provided by applicable law.

8.5 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 other Affiliate.

8.6 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 8.9.

8.7 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. Without  limitation,  the Committee  shall
prepare  annually  a  report  showing  in  reasonable   detail  the  assets  and
liabilities  of the Plan and giving a brief account of the operation of the Plan
for the past year. The report shall be submitted to the Board of Directors.

8.8 Protection of Committee and Others.

     (a)  Limitation of Liability.  In the  administration  and operation of the
Plan, neither the Committee,  nor any member thereof,  nor the Corporation,  nor
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.

     (b)  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 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.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 47 of April 1, 1998 Plan Restatement


     (c) Reliance on Advisors.  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 each other Employer and the directors, officers and employees of
any 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 the Trustee or by an  actuary,  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.

8.9 Administration  Expenses.  All reasonable expenses of administering the Plan
and Trust  shall be  charged to and paid out of the Trust  Fund,  subject to the
prohibition  against  payment  of  compensation  from  the  Trust  Fund  to  the
Corporation or any Affiliate or to any officer or employee of the Corporation or
an Affiliate. Reasonable expenses of administering the Plan include, but are not
limited to, "user fees" imposed with respect to the Plan by the Internal Revenue
Service, premiums payable to the Pension Benefit Guaranty Corporation,  and fees
payable to  accountants,  actuaries,  attorneys  and  consultants  for  services
related to Plan administration.  The Committee may, however,  determine that all
or any portion of such expenses shall be paid by the Employers and the Committee
shall, in such case, allocate the expenses among the Employers.

8.10 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 Monthly Retirement Benefit Plan
Page 48 of April 1, 1998 Plan Restatement


                                   ARTICLE IX

                           PARTICIPATION BY AFFILIATES


9.1 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  allocated  to it by the
Committee.

     (b) Approval of Committee.  Adoption of the Plan by any Affiliate  shall be
subject to the approval of the Committee,  shall become effective as of the date
determined  by the  Committee,  and shall be subject to such  special  terms and
conditions  as may be  imposed  by the  Committee.  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 date provided under Section
3.1 and shall be credited with service in accordance with Article II.

9.2 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  Committee 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.  In  addition,
the Affiliate  shall remain liable to the Plan for  contributions  sufficient to
fund all benefits  previously  accrued to its  Employees,  as  determined by the
Committee.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 49 of April 1, 1998 Plan Restatement


                                    ARTICLE X

                            AMENDMENT AND TERMINATION

10.1 Amendment.

     (a) Right to Amend Plan.  Subject to the provisions of Section  10.1(b) and
10.1(c),  the Corporation shall have the right to amend the Plan at any time and
in any manner,  prospectively or retroactively,  by written instrument  executed
under the authority of the Board of Directors.

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

     (c) Protection of Accrued  Benefits.  No amendment shall be made that would
deprive a Participant  or  Beneficiary of any benefit under the Plan to which he
would  have  been  entitled  if the  Participant's  employment  were  terminated
immediately prior to the effective date of such amendment, 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.

10.2 Termination of Plan.

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

     (b) Full  Vesting Of Affected  Participants.  Upon  termination  or partial
termination of the Plan (whether by action of the Corporation or otherwise), the
rights of all  affected  Participants  to  benefits  accrued to the date of such
termination or partial termination shall be nonforfeitable.

     (c) Allocation Of Trust Assets. In the event of a complete  termination the
assets of the Plan held by the Trustee shall be allocated among  Participants in
accordance  with the  priorities  set  forth  in  Section  4044 of ERISA  and as
otherwise provided under law.

     (d) Payment of Trust  Assets.  The amounts  allocated  to  Participants  in
accordance with Section 10.2(c) shall be distributed to the appropriate  persons
at such


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 50 of April 1, 1998 Plan Restatement


time and in such manner as the Committee shall determine, in accordance with the
terms of the Plan and applicable law.

     (e) Excess  Assets.  If any  assets of the Plan  attributable  to  Employer
contributions remain after full allocations to all persons who have rights under
the Plan, as determined in accordance with Section 10.2(c), such assets shall be
distributed  among  the  Employers  in  such  portions  as the  Committee  shall
determine,  provided,  however,  that  the  Corporation  may  determine,  in its
discretion,  to use some or all of such excess assets to increase benefits or to
fund a qualified replacement plan in accordance with Code Section 4980.

10.3 Restrictions on Certain Benefits and Distributions.

     (a)  Definitions.  Solely for purposes of this Section 10.3,  the following
terms shall have the following meanings:

          (1)  "Benefit"  includes,  among  other  benefits,  loans in excess of
     amounts set forth in Code Section  72(p)(2)(A),  any periodic  income,  any
     withdrawal values payable to a living employee or former employee,  and any
     death  benefits not provided for by insurance on the  employee's  or former
     employee's life.

          (2)  "Current  Liabilities"  has the meaning set forth in Code Section
     412(l)(7). Any reasonable and consistent method may be used for determining
     the value of current liabilities and the value of Plan assets.

          (3)  "Restricted   Employee"  means  a  Highly  Compensated  Employee.
     However, a Highly Compensated Employee shall not be treated as a restricted
     employee in the current Plan Year if the Highly Compensated Employee is not
     one  of  the  25  nonexcludable  employees  and  former  employees  of  the
     Corporation  and all Affiliates  with the largest amount of compensation in
     the current or any prior Plan Year. As used in the preceding sentence,  the
     terms "nonexcludable  employee" and "former employee" have the meanings set
     forth in Treasury regulations issued under Code Section 410(b).

          (4) "Social Security Supplement" has the meaning set forth in Treasury
     Regulation ss.1.411(a)-7(c)(4)(ii).

     (b)  Restriction  Of  Benefits  Upon  Plan  Termination.  In the  event  of
termination of the Plan, the benefit of any Highly Compensated Employee shall be
limited to a benefit that is nondiscriminatory under Code Section 401(a)(4).



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 51 of April 1, 1998 Plan Restatement


     (c) Restriction on Distributions.  The payment of benefits to, or on behalf
of, a restricted  employee for any Plan Year shall not exceed an amount equal to
the  payments  that would  have been made to, or on behalf  of,  the  restricted
employee in that year under:

          (1) a straight  life annuity that is the  Actuarial  Equivalent of the
     Accrued  Benefit  and other  benefits to which the  restricted  employee is
     entitled under the Plan (other than a social security supplement), and

          (2) the amount of payments that the restricted employee is entitled to
     receive under a social security supplement, if any.

     (d) Restriction Not Applicable in Certain Cases. The restriction in Section
10.3(c)  shall not apply in cases where any of the  following  requirements  are
satisfied:

          (1) After payment to, or on behalf of, the restricted  employee of all
     benefits  payable to, or on behalf of, the  restricted  employee  under the
     Plan,  the value of Plan assets  equals or exceeds 110 percent of the value
     of current liabilities;

          (2) The value of benefits  payable to, or on behalf of, the restricted
     employee is less than 1 percent of the value of current  liabilities before
     distribution; or

          (3) The value of benefits  payable to, or on behalf of, the restricted
     employee does not exceed the amount described in Code Section 411(a)(11)(A)
     (restrictions on certain mandatory distributions).

     (e) Application Of Alternative  Rules.  The rules set forth in this Section
10.3 shall not apply to the extent that the Plan complies  with any  alternative
rule governing  distributions to Restricted  Employees that has been promulgated
by the Treasury Department and is in effect at the time of the distribution.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
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                                   ARTICLE XI

                             SECTION 415 LIMITATIONS

11.1 Definitions and Rules of Interpretation.

     Solely for purposes of this Article XI, the following definitions and rules
of interpretation shall apply:

     (a) "Annual  Addition"  means,  with respect to each  Participant in a plan
subject to Code Section 415 that is maintained  by a Section 415  Employer,  the
sum for any Limitation Year of:

          (1) Section 415 Employer contributions allocated to the account of the
     Participant under all such plans;

          (2)  Participant  contributions  allocated after March 31, 1987 to the
     account  of the  Participant  under all such  plans and 50  percent of such
     contributions  allocated  before April 1, 1987, but not including  rollover
     contributions;

          (3) forfeitures  allocated to the account of the Participant under all
     such plans;

          (4) amounts  allocated  after March 31, 1984 to an individual  medical
     account (as defined in Code Section  415(l)(2)) of the Participant which is
     part of a pension or annuity plan  maintained  by the Section 415 Employer;
     and

          (5) amounts derived from  contributions paid or accrued after December
     31, 1985, in taxable years ending after such date,  which are  attributable
     to  post-retirement  medical benefits  allocated to the separate account of
     the  Participant  under a welfare  benefit fund (as defined in Code Section
     419(e))  maintained by the Section 415 Employer but only if the Participant
     is a key employee (as defined in Code Section 419A(d)(3)).

     (b) "Annual  Benefit" means the benefit  payable  annually in the form of a
straight life annuity under the terms of the Plan (aggregated with other defined
benefit  plans as described in (j) below)  exclusive of any benefit not required
to be considered for purposes of applying the limitations of Code Section 415 to
the Plan.  If the  Annual  Benefit  is payable in any form other than a straight
life  annuity or a qualified  joint and survivor  annuity  within the meaning of
Code Section 417, it shall be adjusted to an


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 53 of April 1, 1998 Plan Restatement


Actuarial  Equivalent benefit (using the interest rate specified in the Plan but
not less than 5 percent) in the form of a straight life annuity.

     (c) "Dollar Limit" means the dollar limit described in Section 11.2(a)(1).

     (d) "Limitation Year" means the Plan Year.

     (e)  "Percentage  Limit" means the  percentage  limit  described in Section
11.2(a)(2).

     (f)  "Projected  Annual  Benefit"  means  the  Annual  Benefit  to  which a
Participant would be entitled under the Plan on the assumption that he continues
employment  until his Normal  Retirement Age (or current date if that is later),
that his Section 415  Compensation  continues  at the same rate as in effect for
the  Limitation  Year under  consideration  until his Normal  Retirement Age (or
current  date if that is later),  and that all other  factors  used to determine
benefits under the Plan remain  constant as of the current  Limitation  Year for
all future Limitation Years.

     (g) "Section 415  Compensation"  means,  with respect to a Limitation Year,
compensation   as  defined  under  Code  Section   415(c)(3)  and  the  Treasury
Regulations   thereunder.   An  Employee's  Section  415  Compensation  for  the
Limitation  Year beginning in the 1989 calendar year or any subsequent  calendar
year shall not exceed  $200,000 or such larger  amount as the  Secretary  of the
Treasury may determine for such calendar year under Code Section 401(a)(17).  An
Employee's  Section 415  Compensation  for the Limitation  Year beginning in the
1994 calendar year or any subsequent  calendar year shall not exceed $150,000 or
such larger  amount as the  Secretary  of the Treasury  may  determine  for such
calendar year under Code Section 401(a)(17).

     (h) "Section 415 Employer" includes [1] any corporation that is a member of
a  controlled  group of  corporations  as defined in Code  Section  414(b)  that
includes  the  Plan  sponsor,   [2]  any  trade  or  business  (whether  or  not
incorporated)  that is under common  control as defined in Code  Section  414(c)
with the Plan sponsor,  [3] any member of an affiliated service group as defined
in Code  Section  414(m)  that  includes  the Plan  sponsor,  and [4] any entity
required to be included under Code Section 414(o) in accordance with Regulations
thereunder.  For  purposes of applying  Code  Sections  414(b) and 414(c) in the
preceding  sentence,  the phrase "more than 50 percent" shall be substituted for
the  phrase  "at  least 80  percent"  each  place  it  appears  in Code  Section
1563(a)(1).



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 54 of April 1, 1998 Plan Restatement


     (i) "Social Security Retirement Age" means:

          (1) age 65 for a Participant born before January 1, 1938;

          (2) age 66 for a Participant  born after  December 31, 1937 but before
     January 1, 1955; and

          (3) age 67 for a Participant born after December 31, 1954.

     (j)  Aggregation of Section 415 Employer's  Plans.  For the purpose of this
Article  XI,  all  defined  benefit  plans  (whether  terminated  or  not)  ever
maintained  by the Section 415 Employer  shall be  aggregated  with the Plan and
treated as one defined benefit plan, and all defined contribution plans (whether
terminated or not) ever  maintained by the Section 415 Employer shall be treated
as one defined contribution plan.

11.2 Maximum Annual Benefit.

     (a) In General. Notwithstanding any other provision in the Plan and subject
to  the  exceptions  in  this  Article  XI,  the  Annual  Benefit  payable  to a
Participant  under the Plan in any  Limitation  Year shall not exceed the lesser
of:

          (1) Dollar Limit - the Dollar Limit,  which is $90,000,  or such other
     amount determined in accordance with Section 11.2(b); or

          (2) Percentage Limit - the Percentage  Limit,  which is 100 percent of
     the  Participant's   Section  415  Compensation  averaged  over  the  three
     consecutive  Limitation  Years (or actual  number of  Limitation  Years for
     Participants  who have  been  employed  for  less  than  three  consecutive
     Limitation  Years) during which the Participant had the greatest  aggregate
     Section 415  Compensation,  or such other amount  determined  in accordance
     with Section 11.2(c).

     (b) Adjustments of Dollar Limit. The following adjustments shall be made to
the Dollar Limit:

          (1)  Cost-of-Living  Adjustments.  The Dollar  Limit shall be adjusted
     annually  for  increases  in the cost of  living  in  accordance  with Code
     Section 415(d) and the Treasury Regulations issued thereunder.

          (2) Benefits  Commencing Before Social Security Retirement Age. If the
     Annual Benefit begins before the Participant's Social Security Retirement


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 55 of April 1, 1998 Plan Restatement


     Age, then the Dollar Limit shall be reduced in such manner as the Secretary
     of the  Treasury  shall  prescribe as  consistent  with the  reduction  for
     old-age insurance benefits commencing before the Social Security Retirement
     Age under the Social Security Act. The adjustment of the Dollar Limit shall
     be made pursuant to the definition of Actuarial  Equivalent except that the
     interest rate  assumption  shall be the greater of five percent (5%) or the
     rate  specified in such  definition  and the mortality  decrement  shall be
     ignored to the extent that a forfeiture does not occur at death.

          (3) Benefits  Commencing After Social Security  Retirement Age. If the
     Annual Benefit begins after the  Participant's  Social Security  Retirement
     Age the  Dollar  Limit  shall  be  increased  so  that it is the  Actuarial
     Equivalent  of the  Dollar  Limit  at  the  Participant's  Social  Security
     Retirement Age. The adjustment  shall be made pursuant to the definition of
     Actuarial  Equivalent except that the interest rate assumption shall be the
     lesser of five percent (5%) or the rate  specified in such  definition  and
     the  mortality  decrement  shall be ignored to the extent that a forfeiture
     does not occur at death.

          (4) Less Than 10 Years of Plan  Participation.  If a  Participant  has
     less  than 10 years of  participation  in the Plan at the time he begins to
     receive an Annual Benefit, the Dollar Limit shall be reduced by multiplying
     the limit by a fraction  [1] the  numerator of which is the number of years
     of  participation  (or part thereof) in the Plan and [2] the denominator of
     which is ten (10), provided,  however,  that the fraction shall in no event
     be less than 1/10th.  To the extent provided in Treasury  Regulations,  the
     reduction  described  in this  Section  shall be  applied  separately  with
     respect to each change in the benefit structure of the Plan.

     (c)  Adjustments  of Percentage  Limit.  If a Participant  has less than 10
years of service  with the Section 415 Employer at the time he begins to receive
an Annual  Benefit,  the Percentage  Limit shall be reduced by  multiplying  the
limit by a fraction [1] the numerator of which is the number of years of service
(or part  thereof)  and [2] the  denominator  of which  is ten  (10),  provided,
however, that the fraction shall in no event be less than 1/10th.

     (d) Annual  Benefit  Not in Excess of  $10,000.  The Plan may pay an Annual
Benefit to any  Participant in excess of his maximum  Annual Benefit  determined
under  Section  if  the  Annual  Benefit   derived  from  Section  415  Employer
contributions  under this Plan and all other defined benefit plans maintained by
the  Section  415  Employer  does not in the  aggregate  exceed  $10,000 for the
Limitation  Year or for any prior  Limitation  Year and the Section 415 Employer
has  not at any  time  maintained  a  defined  contribution  plan in  which  the
Participant participated. The $10,000 limit


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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 56 of April 1, 1998 Plan Restatement


described in the preceding sentence shall be reduced in a manner similar to that
provided  under Section in the case of  Participants  with less than 10 years of
service.

11.3 Transition Rules for Maximum Annual Benefit.

     The following  transition  rules are applicable in determining  the maximum
Annual Benefit of a Participant:

     (a)  TRA  1986  Section  1106(i)(3)   Transition  Rule.  If  the  Plan  (or
predecessor plan) was in existence on May 6, 1986, and had complied at all times
with the  requirements  of Code Section 415, the Dollar Limit for any individual
who was a Participant as of the first day of the first Limitation Year beginning
after  December 31, 1986,  shall not be less than the current  accrued  benefit.
"Current accrued  benefit" shall mean a Participant's  accrued benefit under the
Plan,  determined as if the  Participant  had  separated  from service as of the
close of the last  Limitation  Year  beginning  before  January  1,  1987,  when
expressed as an annual benefit within the meaning of Code Section 415(b)(2).  In
determining the amount of a Participant's current accrued benefit, [1] no change
in the  terms  and  conditions  of  the  Plan  after  May 5,  1986,  and  [2] no
cost-of-living  adjustment  occurring  after May 5,  1986,  shall be taken  into
account.

     (b) TEFRA Section  235(g)(4)  Transition  Rule. If the Plan (or predecessor
plan) was in existence  on July 1, 1982,  and had complied at all times with the
requirements  of Code Section 415, the maximum  Annual Benefit under Section for
any individual who was a Participant  before January 1, 1983,  shall not be less
than the  current  accrued  benefit.  "Current  accrued  benefit"  shall  mean a
Participant's  accrued benefit under the Plan,  determined as if the Participant
had separated from service as of the close of the last Limitation Year beginning
before  January 1, 1983,  when expressed as an annual benefit within the meaning
of Code Section 415(b)(2).  In determining the amount of a Participant's current
accrued  benefit,  [1] no change in the terms and  conditions  of the Plan after
July 1, 1982, and [2] no cost-of-living adjustment occurring after July 1, 1982,
shall be taken into account.

     (c) Application of Transition Rules. The transition rules set forth in this
Section and  elsewhere in this Article shall be applied on the basis of the Code
provisions in effect as of the applicable dates of such transition rules.  Terms
used in the relevant tax acts, such as "annual benefit,"  "accrued benefit," and
"compensation," shall be construed accordingly.



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 57 of April 1, 1998 Plan Restatement


11.4 Participation in a Defined Contribution Plan.

     (a) General Rule. If a Participant is (or has been) a participant in one or
more defined benefit plans and one or more defined contribution plans maintained
by the Section 415  Employer,  the sum of the Defined  Benefit Plan Fraction (as
defined under Section ) and the Defined  Contribution  Plan Fraction (as defined
under Section ) for any Limitation Year may not exceed 1.0.

     (b) Defined  Benefit Plan Fraction.  The Defined  Benefit Plan Fraction for
any Limitation Year is a fraction:

          (1) the  numerator  of which is the  Projected  Annual  Benefit of the
     Participant  under the Plan  (determined  as of the close of the Limitation
     Year), and

          (2) the denominator of which is the lesser of--

               (A) 125 percent of the Dollar Limit in effect for such Limitation
          Year, or

               (B) 140 percent of the  Percentage  Limit which may be taken into
          account with respect to the Participant for such Limitation Year.

          (3) The Dollar  Limit  shall be  reduced  in a manner  similar to that
     provided under Section in the case of Participants  with less than 10 years
     of service.

     (c) Defined  Contribution  Plan  Fraction.  The Defined  Contribution  Plan
Fraction for any Limitation Year is a fraction:

          (1) the  numerator  of  which is the sum of the  Participant's  Annual
     Additions as of the close of the Limitation Year, and

          (2) the denominator of which is the sum of the lesser of the following
     amounts  determined for such Limitation Year and each prior Limitation Year
     of the Participant's service with the Section 415 Employer--

               (A) 125  percent of the dollar  limitation  in effect  under Code
          Section  415(c)(1)(A)  for such  Limitation Year  (determined  without
          regard to Code Section 415(c)(6)), or



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 58 of April 1, 1998 Plan Restatement


               (B) 35 percent of the Participant's  Section 415 Compensation for
          such Limitation Year.

     (d) Transition Rule for Defined  Contribution  Plan Fraction for Limitation
Years Ending After December 31, 1982.

          (1) At the  election of the plan  administrator,  in  determining  the
     Defined  Contribution  Plan Fraction for any  Limitation  Year ending after
     December  31,  1982,  the amount  taken into  account  in  determining  the
     denominator  of such  fraction  with  respect to each  Participant  for all
     Limitation  Years ending before January 1, 1983 shall be an amount equal to
     the product of--

               (A) the  denominator  of such  fraction for the  Limitation  Year
          ending in 1982  determined  under the law in effect for the Limitation
          Year ending in 1982 multiplied by--

               (B) the "transition fraction" described in Section .

          (2) The "transition fraction" shall be a fraction:

               (A) the numerator of which is the lesser of $51,875 or 35 percent
          of the Participant's  Section 415 Compensation for the Limitation Year
          ending in 1981, and

               (B) the  denominator  of which is the  lesser  of  $41,500  or 25
          percent  of  the  Participant's   Section  415  Compensation  for  the
          Limitation Year ending in 1981.

          (3) This  Section  shall apply only to plans that were in existence on
     or before July 1, 1982.

     (e) TRA 1986 Section 1106(h)(4)  Transition Rule. If the sum of the Defined
Benefit  Plan  Fraction  and the  Defined  Contribution  Plan  Fraction  for any
Participant  is  greater  than  1.0,  calculated  as of the  close  of the  last
Limitation Year beginning  before January 1, 1987, an amount shall be subtracted
from the numerator of the Defined Contribution Plan Fraction (not exceeding such
numerator)  so that  the sum of such  fractions  does  not  exceed  1.0 for such
Limitation Year.

     (f) Top  Heavy  Rule.  For any  Limitation  Year in which the Plan is a Top
Heavy  Plan  (as  determined  under  Article  ):  [1]  "100  percent"  shall  be
substituted  for "125 percent" in Section and Section , and [2] "$41,500"  shall
be substituted for "$51,875" in determining the "transition fraction" in Section
, unless an additional


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 59 of April 1, 1998 Plan Restatement


minimum benefit is provided in accordance with Code Section 416(h). However, for
any Limitation  Year in which the Plan is a Super Top Heavy Plan,  "100 percent"
shall be substituted  for "125 percent," and "$41,500"  shall be substituted for
"$51,875," in any event.

     (g) Limitation of Plan Benefit If Sum of Fractions Would Exceed 1.0. If the
sum of the Defined  Benefit  Plan  Fraction  and the Defined  Contribution  Plan
Fraction  would exceed 1.0 in any  Limitation  Year,  then the  Committee  shall
adjust the  numerator of the Defined  Benefit  Plan  Fraction so that the sum of
both fractions shall not exceed 1.0 for such Limitation Year. To the extent that
the  numerator of the Defined  Benefit  Plan  Fraction  cannot be adjusted,  the
Committee   shall,  if   practicable,   adjust  the  numerator  of  the  Defined
Contribution  Plan Fraction so that the sum of both  fractions  shall not exceed
1.0 for such Limitation Year.

     (h) Section to Become  Inoperative.  This  Section  11.4 shall not apply in
Limitation years beginning on or after April 1, 2000.

11.5  Application  of Code Section 415. No benefit  payable under the Plan shall
exceed  the  applicable  limitations  set  forth  in  Code  Section  415 and the
regulations  thereunder,  which are incorporated herein by this reference.  Code
Section 415 shall govern over any contrary provision in this Article XI.


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 60 of April 1, 1998 Plan Restatement


                                   ARTICLE XII

                                 TOP-HEAVY RULES

12.1 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 become a
Top-Heavy Plan, as defined in Section 12.3. 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.

12.2 Definitions. Solely for purposes of this Article, 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) "Highest Average Monthly Compensation" means 1/60 of a person's Section
416 Compensation for a period  consisting of his 60 consecutive  calendar months
in which his Section 416  Compensation  was the  highest  preceding  the date he
ceases to be an Employee.  For purposes of this Article, a calendar month ending
on or next  preceding  the date a person ceases to be an Employee and a calendar
month  beginning on or next  following the date such person  becomes an Employee
shall be  treated  as  consecutive.  If a person  has less  than 60  consecutive
calendar   months  of  Section  416   Compensation,   Highest   Average  Monthly
Compensation shall mean the sum of the person's Section 416 Compensation divided
by the number of months of employment for which the person was compensated.

     (d) "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:



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 61 of April 1, 1998 Plan Restatement


          (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
     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.

     (e)  "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.

     (f) "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.

     (g) "Present  Value" of an Section 416 Accrued  Benefit  means for any plan
year the sum of the Actuarial  Present  Value of a person's  Section 416 Accrued
Benefit  under  this  Plan  or  another  defined  benefit  plan  required  to be
aggregated  with  this  Plan,  expressed  as  a  benefit  commencing  at  Normal
Retirement  Age (or  attained  age,  if  later)  determined  on the basis of the
following actuarial assumptions in accordance with Code Section 416(g):


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 62 of April 1, 1998 Plan Restatement


          (1) Interest rate 6 percent, and

          (2)  Mortality:  1971 Group  Annuity Table of mortality for males (set
     back six years for females).

     (h)  "Required  Aggregation  Group"  means [1] 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 [2] any  other
qualified plan of the Section 416 Employer which enables a plan described in [1]
to meet the requirements of Sections 401(a)(4) and 410 of the Code.

     (i) "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
under [1] the method,  if any, that uniformly applies for accrual purposes under
all defined  benefit plans  maintained  by the Section 416  Employer,  or [2] 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).

     (j)  "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 XII for a Plan
Year but may be different in another Plan Year.

     (k) "Section 416 Employer" includes [1] any corporation that is a member of
a  controlled  group of  corporations  as defined in Code  Section  414(b)  that
includes  the  Plan  sponsor,  [2] 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,  [3] any member of an affiliated service group as
defined in Code  Section  414(m) that  includes  the Plan  sponsor,  and [4] any
entity  required to be included  under Code Section  414(o) in  accordance  with
regulations thereunder.

     (l) "Top-Heavy Plan" has the meaning set forth in Section 12.3.

     (m) "Top-Heavy Ratio" has the meaning set forth in Section 12.4.



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 63 of April 1, 1998 Plan Restatement


     (n) "Top-Heavy Service" means an Employee's years of service while the Plan
was a Top-heavy Plan, excluding:

          (1) Service  completed in any Plan Year  commencing  before January 1,
     1984;

          (2) Service excludable under Code Sections 411(a)(4), (5) and (6).

     (o)  "Valuation  Date" means,  in the case of a defined  benefit plan,  the
valuation date used for computing plan costs for minimum funding,  regardless of
whether  a  valuation  is  performed  that  year  and,  in the case of a defined
contribution plan, the valuation date under the terms of the plan.

12.3 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) 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) 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; or

     (c) 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.

12.4 Top-Heavy Ratio.

     (a) Section 416 Employer  Maintains No Defined  Contribution  Plan.  If the
Section 416 Employer has not maintained any defined contribution plan (including
any  Simplified  Employee  Pension  Plan) that had Account  Balances  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 Present Value of Section 416 Accrued
     Benefits  under the  aggregated  defined  benefit plan or plans for all Key
     Employees as of the applicable Determination Date(s), and

          (2) the  denominator  of which is the  Present  Value of  Section  416
     Accrued Benefits under the aggregated defined benefit plan or plans for all
     


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 64 of April 1, 1998 Plan Restatement


     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  Contribution  Plan.  If the
Section 416  Employer has  maintained  one or more  defined  contribution  plans
(including  any  Simplified  Employee  Pension  Plan) that had Account  Balances
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 [1] the  Account  Balances
     under the aggregated defined contribution plan or plans and [2] 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 [1] the Account  Balances
     under the aggregated defined contribution plan or plans and [2] 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 this Section 12.4 :

          (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.

          (2)  The  Account  Balances  and  Section  416  Accrued  Benefit  of a
     Participant  [1] who is not a Key  Employee but who was a Key Employee in a
     prior  year,  or [2] 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.



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 65 of April 1, 1998 Plan Restatement


          (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.

12.5  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 Vesting. A Participant's vested interest in his Accrued Benefit
under the Plan shall be determined under Section 12.6.

     (b) Minimum  Benefit.  Each  Participant  who is a Non-key  Employee  shall
accrue a minimum benefit determined under Section 12.7.

     (c) 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).

12.6 Minimum Vesting.  For each Plan Year in which the Plan is a Top-Heavy Plan,
a  Participant  who has at least one Hour of  Service  after the Plan  becomes a
Top-Heavy Plan shall have a vested interest in his Accrued Benefit determined in
accordance with the following vesting schedule:

  Years of Vesting Service                           Vested Interest
  ------------------------                           ---------------
             1                                              0%
             2                                              0%
             3 or more                                    100%

If the Plan ceases to be a Top-Heavy  Plan, the above vesting  schedule shall no
longer  apply,  provided,  however,  that no  Participant  shall be subject to a
reduction in his vested interest.

12.7 Minimum Benefits.

     (a)  Computation of Minimum  Benefit.  For the first Plan Year in which the
Plan is a  Top-heavy  Plan and for every  Plan Year  thereafter,  regardless  of
whether the Plan is a Top-heavy  Plan, the Accrued  Benefit of each  Participant



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 66 of April 1, 1998 Plan Restatement


who is a Non-Key  Employee  shall be a monthly amount payable for life beginning
at the  Participant's  Normal  Retirement Date in an amount equal to the greater
of:

          (1) the Actuarial Equivalent of such Participant's  benefit determined
     under the applicable provisions of Article IV, or

          (2) the lesser of:

               (A) 20  percent  of the  Participant's  Highest  Average  Monthly
          Compensation, or

               (B) 2  percent  of  the  Participant's  Highest  Average  Monthly
          Compensation multiplied times his years of Top-Heavy Service.

     (b) Participants  Entitled to Minimum Benefits. A Non-Key Employee shall be
entitled to a minimum  benefit  described in Section if the Employee is credited
with at least 1,000 Hours of Service for the Plan Year. A Non-Key Employee shall
be entitled to the minimum  benefit even if he is not  otherwise  entitled to an
accrual under the Plan because:

          (1) he is not employed on a specified date,

          (2) he is  excluded  from  participation  in the Plan (or  accrues  no
     benefit) merely because his Section 416  Compensation is less than a stated
     amount, or

          (3) he is  excluded  from  participation  in the Plan (or  accrues  no
     benefit)   merely  because  of  a  failure  to  make   mandatory   employee
     contributions.

     (c) Participants in Defined  Contribution  Plan. If a Non-Key Employee also
participates in a defined  contribution  plan of the Employer,  he shall receive
the minimum benefit under this Plan and shall not receive a minimum contribution
under the defined contribution plan, as permitted by Treasury Regulations.


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 67 of April 1, 1998 Plan Restatement


                                  ARTICLE XIII

                                  MISCELLANEOUS

13.1 Plan Not a Contract.  The Plan shall not be deemed to constitute a contract
between  the  Corporation  or any  Affiliate  and  any  Participant,  or to be a
consideration  for, or an inducement  for, the employment of any  Participant by
the Corporation or any Affiliate.  Nothing contained in the Plan shall be deemed
to give any Participant the right to be retained in service or to interfere with
the right of the  Corporation  or any Affiliate to discharge any  Participant at
any time without regard to the effect which such  discharge  shall have upon his
eligibility for benefits or other rights, if any, under the Plan.

13.2 Benefits  Payable Only From Plan Assets.  Benefits  under the Plan shall be
payable  solely  from the assets of the Plan.  Neither the  Corporation  nor any
Affiliate  guarantees  payment  of any  benefits  under the Plan.  All rights of
Participants and Beneficiaries shall be enforceable solely against the assets of
the Plan.

13.3  Provisions  of Plan Binding on All  Persons.  This Plan and each and every
provision of the Plan, and any amendment or modification  of the Plan,  shall be
binding upon all Employees, all Participants 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 heirs, executors,  administrators,  successors
and assigns.

13.4  Non-Alienation  of  Benefits.  Except as required by the  provisions  of a
Qualified  Domestic Relations Order, or as otherwise required by law, no benefit
payable  under  the  Plan  shall  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 entitled thereto,  nor shall it be subject to attachment
or legal process for or against such person.

13.5  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



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Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 68 of April 1, 1998 Plan Restatement


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).

13.6 Application of Forfeitures. Values arising upon a Participant's termination
of service  without a vested interest and any other  forfeitures  under the Plan
shall be applied to reduce the Employer's  Contributions.  Forfeitures shall not
be applied to increase the  benefits any  Participant  would  otherwise  receive
under the Plan.

13.7 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.

13.8 Plan Intended To Qualify Under Code Section 401(a). The Plan is intended to
qualify under Code Section 401(a) and shall be construed in accordance with such
intention.  No person  shall be  entitled  to require  the Plan to  provide  any
benefit or take or refrain  from taking any action that the  Benefits  Committee
believes in its discretion would cause the Plan to fail to so qualify.  The Plan
is also intended to meet the requirements of ERISA.

13.9  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.

13.10 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.

13.11 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.



<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 69 of April 1, 1998 Plan Restatement


         IN  WITNESS  WHEREOF,   this  restatement  of  The  Columbus   McKinnon
Corporation Monthly Retirement Benefit Plan has been signed by an officer of the
Corporation  duly  authorized by its Board of Directors on the 30th day of June,
1998 but effective as provided hereinabove.


                                           COLUMBUS McKINNON CORPORATION
                                           -----------------------------



                                           by: \s\ Robert L. Montgomery, Jr.  
                                           ---------------------------------


                                           title:   Executive Vice President   
                                           ---------------------------------


493399.1

<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 70 of April 1, 1998 Plan Restatement


                                   APPENDIX A
                                   ----------
                                     TABLE 1
                                     -------


TABLE OF ACTUARIAL EQUIVALENT FACTORS TO BE USED IN CONVERTING THE
NORMAL LIFE ANNUITY FORM OF PAYMENT TO A JOINT AND SURVIVOR FORM


Ages as of Nearest Birthday
at Benefit Commencement Date                Actuarial Equivalent Factors
----------------------------                ----------------------------
 Participant   Spouse        50% J & S        66-2/3% J & S      100% J & S
 -----------   ------        ---------        -------------      ----------

     75          85            .926               .904              .863
     75          80            .894               .864              .808
     75          75            .858               .819              .751
     75          70            .821               .775              .696
     75          65            .786               .734              .648
     75          60            .755               .698              .606
               
     70          80            .932               .912              .873
     70          75            .906               .878              .828
     70          70            .878               .843              .782
     70          65            .849               .808              .738
     70          60            .822               .776              .698
     70          55            .798               .748              .664
               
     65          75            .939               .920              .885
     65          70            .918               .893              .848
     65          65            .896               .866              .811
     65          60            .874               .839              .776
     65          55            .854               .814              .745
     65          50            .836               .793              .718
               
     60          70            .947               .930              .899
     60          65            .931               .910              .870
     60          60            .914               .888              .842
     60          55            .898               .868              .814
     60          50            .883               .850              .790
     60          45            .870               .834              .770
             
Factors will be determined by interpolation based on ages as of nearest birthday
at benefit commencement date.


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 71 of April 1, 1998 Plan Restatement


                                   APPENDIX A
                                   ----------

                                     TABLE 2
                                     -------

TABLE OF ACTUARIAL  EQUIVALENT  FACTORS TO BE USED IN CONVERTING THE NORMAL LIFE
ANNUITY FORM OF PAYMENT TO A PERIOD CERTAIN AND LIFE ANNUITY FORM


         Age as of Nearest Birthday                 Actuarial Equivalent Factor
                                                    --------------------------- 
         at Benefit Commencement Date                       10 C & L
         ----------------------------                       --------

                    80                                        .746
                    79                                        .765
                    78                                        .784
                    77                                        .801
                    76                                        .818

                    75                                        .833
                    74                                        .847
                    73                                        .860
                    72                                        .872
                    71                                        .883

                    70                                        .893
                    69                                        .902
                    68                                        .911
                    67                                        .919
                    66                                        .927

                    65                                        .934
                    64                                        .940
                    63                                        .946
                    62                                        .951
                    61                                        .956

                    60                                        .960


<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 72 of April 1, 1998 Plan Restatement

                                   APPENDIX A
                                   ----------

                                     TABLE 3
                                     -------

TABLE OF ACTUARIAL  EQUIVALENT  FACTORS TO BE USED IN DETERMINING  THE AMOUNT OF
LIFE ANNUITY COMMENCING ON AN EARLY RETIREMENT DATE


                  Age at Early                              Actuarial
                Retirement Date                         Equivalent Factor
                ---------------                         -----------------

                      65                                     1.000

                      64                                      .906

                      63                                      .824

                      62                                      .750

                      61                                      .685

                      60                                      .626


Factors will be  determined  by  interpolation  based on the attained age to the
completed month.


<PAGE>

                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                      SCHEDULE 1 of 1998 PLAN RESTATEMENT

                      SPECIAL RULES APPLICABLE WITH RESPECT
                    TO EMPLOYEES WHO WERE ACTIVE PARTICIPANTS
                                ON MARCH 31, 1998


SECTION 1.1 INTRODUCTION

     The Columbus  McKinnon  Corporation  Monthly  Retirement  Benefit Plan (the
"Plan") was established on April 1, 1987 by the amendment and restatement of the
Retirement Plan for Salaried Employees of the Midland Forge Division of Columbus
McKinnon Corporation.

     Originally,  the Plan was a career  average  defined  benefit  pension plan
which provided an accrued  benefit equal the sum of separate  benefits earned by
participants  with  respect to each year of  participation.  Effective  April 1,
1998,  the Plan was  converted  to a final  average  pay plan which  provides an
accrued benefit equal to a percentage of a Participant's  Final Average Earnings
multiplied times Benefit Service.  This Schedule 1 provides transition rules for
all Employees who were Active Participants in the Plan on March 31, 1998.


SECTION 1.2 DEFINITIONS

     Capitalized terms used in this Schedule 1 shall have the meanings set forth
in Article I of the Plan except that the following terms shall have the meanings
set forth below solely for the purposes of this Schedule 1:

1.2.1 "COLUMBUS MCKINNON SALARIED PLAN" means the Columbus McKinnon  Corporation
Retirement Plan for Salaried  Employees which  originally  covered only salaried
employees  of the  Corporation  not covered  under other  salaried-employee-only
plans and which was terminated effective March 31, 1987.

1.2.2  "COLUMBUS  MCKINNON  SALARIED  PLAN  PARTICIPANT"  means an Employee  who
belonged to the class of  employees  eligible  to  participate  in the  Columbus
McKinnon  Salaried  Plan as in effect on March 31, 1987 and who became an Active
Participant in the Plan on or after April 1, 1987.

1.2.3 "DIXIE  INDUSTRIES  SALARIED PLAN" means the Retirement  Plan for Salaried
Employees  of the Dixie  Industries  Division of Columbus  McKinnon  Corporation


<PAGE>

Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 2 of Schedule 1 of 1998 Plan Restatement
Re:  Employees Who Were Active Participants on March 31, 1998


which  originally  covered only salaried  employees of the  Corporation's  Dixie
Industries  Division  and which was merged  into the "Plan"  effective  April 1,
1987.

1.2.4  "DIXIE  INDUSTRIES  SALARIED  PLAN  PARTICIPANT"  means an  Employee  who
belonged  to the  class  of  employees  eligible  to  participate  in the  Dixie
Industries Salaried Plan as in effect on March 31, 1987 and who became an Active
Participant in the Plan on or after April 1, 1987.

1.2.5 "DURBIN DURCO EXEMPT EMPLOYEE" means an exempt salaried employee of Durbin
Durco Corporation (which  corporation merged into Columbus McKinnon  Corporation
on February 24, 1995) who became an Active  Participant  in the Plan on or after
April 1, 1995.

1.2.6  "LIFT-TECH  SALARIED  EMPLOYEE"  means a salaried  employee of  Lift-Tech
International, Inc. (which corporation merged into Columbus McKinnon Corporation
on March 31,  1997) who  became  an Active  Participant  in the Plan on or after
April 1, 1996. (Lift-Tech became a participating Employer on April 1, 1996.)

1.2.7  "MIDLAND  FORGE  SALARIED  PLAN" means the  Retirement  Plan for Salaried
Employees of the Midland Forge Division of Columbus  McKinnon  Corporation which
originally  covered only salaried  employees of the Corporation's  Midland Forge
Division  and which was amended and  restated as the "Plan"  effective  April 1,
1987.

1.2.8 "MIDLAND FORGE SALARIED PLAN  PARTICIPANT"  means an Employee who belonged
to the class of employees  eligible to participate in the Midland Forge Salaried
Plan as in effect on March 31, 1987 and who became an Active  Participant in the
Plan on or after April 1, 1987.

1.2.9 "NEW PLAN BENEFIT  FORMULA"  means the final  average pay benefit  formula
that became effective under the Plan on April 1, 1998, as it may be amended from
time to time thereafter.

1.2.10 "NEW BENEFIT  SERVICE" means Benefit Service earned under the Plan on and
after April 1, 1998.

1.2.11 "OLD PLAN BENEFIT  FORMULA" means the career average  benefit  formula as
was in effect under the Plan from time to time,  after March 31, 1987 and before
April 1, 1998.

1.2.12 "OTHER SALARIED  EMPLOYEE" means a salaried employee of Columbus McKinnon

<PAGE>


Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 3 of Schedule 1 of 1998 Plan Restatement
Re:  Employees Who Were Active Participants on March 31, 1998


Corporation or an Affiliate who was eligible to participate in the Plan on March
31, 1998 and who does not belong to any other group of  employees  described  in
Section 1.2 of this Schedule 1.

1.2.13 "PAST BENEFIT  SERVICE" means Benefit  Service  granted to a Pre-April 1,
1998 Participant with respect to employment before April 1, 1998, as provided in
Section 1.3 of this Schedule 1, which is taken into account in  determining  the
Participant's Accrued Benefit under the New Formula Only Benefit, as provided in
Section 1.4.1 of this Schedule 1.

1.2.14  "PRE-APRIL 1, 1998  PARTICIPANT"  means any of the following persons who
became an Active Participant in the Plan before April 1, 1998:

     (1) a Columbus McKinnon Salaried Plan Participant,

     (2) a Dixie Industries Salaried Plan Participant,

     (3) a Durbin Durco Exempt Employee,

     (4) a Lift-Tech Salaried Employee,

     (5) a Midland Forge Salaried Plan Participant,

     (6) a Positech Employee,

     (7) a Tonawanda Employee, and

     (8 an Other Salaried Employee.

1.2.15  "POSITECH  EMPLOYEE"  means an employee of Positech  Corporation  (now a
division of the Corporation),  whether salaried or hourly,  who became an Active
Participant in the Plan on or after April 1, 1991.

1.2.16   "TONAWANDA   EMPLOYEE"  means  a  nonunion   factory  employee  at  the
Corporation's  Tonawanda  facility,  whether  salaried or hourly,  who became an
Active Participant in the Plan on or after September 1, 1988.


SECTION 1.3 PAST BENEFIT SERVICE

     Pre-April  1, 1998  Participants  are granted the  following  Past  Benefit
Service for the purpose of determining their New Formula Only Benefit:

<PAGE>

Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 4 of Schedule 1 of 1998 Plan Restatement
Re:  Employees Who Were Active Participants on March 31, 1998


1.3.1 The Past Benefit Service of a Columbus  McKinnon Salaried Plan Participant
shall include all Benefit Service earned under the terms of the Plan after March
31, 1987 and before April 1, 1998.

1.3.2 The Past Benefit Service of a Dixie  Industries  Salaried Plan Participant
shall include all Benefit Service earned under the terms of the Plan after March
31, 1987 and before April 1, 1998.

1.3.3 The Past Benefit  Service of a Durbin Durco Exempt  Employee shall include
all Benefit Service earned under the Plan on and after March 31, 1995 and before
April 1, 1998.

1.3.4 The Past Benefit  Service of a Lift-Tech  Salaried  Employee shall include
all Benefit Service earned under the Plan on and after March 31, 1996 and before
April 1, 1998.

1.3.5 The Past Benefit  Service of a Midland  Forge  Salaried  Plan  Participant
shall include all Benefit Service earned under the terms of the Plan after March
31, 1987 and before April 1, 1998.

1.3.6 The Past Benefit Service of a Positech  Employee shall include all Benefit
Service  earned  under the Plan on and after March 31, 1991 and before  April 1,
1998.

1.3.7 The Past  Benefit  Service of a  Tonawanda  Employee  shall  include  all
Benefit  Service earned under the Plan after August 31, 1988 and before April 1,
1998.

1.3.8 The Past Benefit Service of an Other Salaried  Employee shall include all
Benefit  Service  earned under the Plan after March 31, 1987 and before April 1,
1998.


SECTION 1.4 ACCRUED BENEFIT OF PRE-APRIL 1, 1998 PARTICIPANTS

The Accrued Benefit under the Plan of a Pre-April 1, 1998  Participant  shall be
the greater of (i) his New Formula Only Benefit  determined  under Section 1.4.1
of this Schedule 1 or (ii) his Aggregate Benefit  determined under Section 1.4.2
of this Schedule 1.

1.4.1 NEW  FORMULA  ONLY  BENEFIT.  This  benefit is the  Participant's  Accrued
Benefit  determined  using the New Plan  Benefit  Formula  where  Final  Average
Earnings is calculated on the basis of Earnings paid both before and after April
1, 1998 and where Benefit  Service  includes  both New Benefit  Service and Past
Benefit Service.

<PAGE>

Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 5 of Schedule 1 of 1998 Plan Restatement
Re:  Employees Who Were Active Participants on March 31, 1998


1.4.2 AGGREGATE BENEFIT. This benefit is the sum [A] and [B] where:

     [A]  is the  Employee's  Accrued  Benefit  determined  using  the Old  Plan
          Benefit  Formula  taking  into  account  only the  Employee's  service
          completed  before April 1, 1998, and calculated under the terms of the
          Plan in effect on March 31, 1998 with the assumption that the Employee
          separated from service on March 31, 1998, and

     [B]  is the  Employee's  Accrued  Benefit  determined  using  the New  Plan
          Benefit  Formula  where Final Average  Earnings are  calculated on the
          basis of  Earnings  paid both before and after April 1, 1998 and where
          Benefit Service includes only New Benefit Service.


495932.1

<PAGE>

                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                                   SCHEDULE 2

                 PENSION PLAN FOR NON-UNION HOURLY EMPLOYEES OF
                          COLUMBUS MCKINNON CORPORATION
           MERGER INTO THE MRB PLAN, TREATMENT OF FORMER PARTICIPANTS

                         Schedule 2 -- Table of Contents

SECTION 2.1  INTRODUCTION                                                   1

SECTION 2.2  DEFINITIONS                                                    2
        2.2.1   Active NUHP Participant                                     2
        2.2.2   Disability Date                                             2
        2.2.3   Hour of Service                                             3
        2.2.4   Inactive NUHP Participant                                   3
        2.2.5   Merger Date                                                 3
        2.2.6   MRB Plan                                                    3
        2.2.7   MRB Plan Benefit                                            3
        2.2.8   New Benefit Service                                         3
        2.2.9   New-Service-Only MRB Plan Benefit                           3
        2.2.10  Non-Union Hourly Plan                                       4
        2.2.11  Normal Retirement Date                                      4
        2.2.12  NUHP Benefit                                                4
        2.2.13  NUHP Benefit Service                                        4
        2.2.14  NUHP Disability Benefit                                     6
        2.2.15  NUHP Eligible Employee                                      6
        2.2.16  NUHP Monthly Benefit Rate                                   7
        2.2.17  NUHP Participant                                            7
        2.2.18  NUHP Prior Plans                                            7
        2.2.19  NUHP Vesting Service.                                       7
        2.2.20  1-Year Break in NUHP Service                                9
        2.2.21  Permanently Disabled.                                       9
        2.2.22  Section References                                         10

SECTION 2.3  PARTICIPATION IN THE MRB PLAN                                 10
        2.3.1   When NUHP Participants Become "Participants" in the MRB 
                Plan                                                       10
        2.3.2   Determination of MRB Plan Benefit                          10
        2.3.3   Time When MRB Plan Benefit Is Paid                         10
        2.3.4   Form in Which MRB Plan Benefit Is Paid                     10
        2.3.5   Determination of Benefit Service                           10
        2.3.6   Determination of Vesting Service                           10
        2.3.7   Offset of Certain Amounts against MRB Plan Benefit         11


<PAGE>



                                                                               
                         Schedule 2 -- Table of Contents

SECTION 2.4  MERGER OF NON-UNION HOURLY PLAN INTO THE MRB PLAN             11
        2.4.1   Merger of Non-Union  Hourly Plan into the MRB Plan         11
        2.4.2   Payment of  Non-Union Hourly  Plan  Benefits               11
        2.4.3   Conflict  With  Non-Union  Hourly Plan Documents           11

SECTION 2.5  WHEN NUHP BENEFIT IS PAYABLE                                  11
        2.5.1   Inactive NUHP Participants                                 11
        2.5.2   Active NUHP Participants                                   12

SECTION 2.6  COMPUTATION OF NUHP BENEFIT                                   12
        2.6.1   Inactive NUHP Participants                                 12
        2.6.2   Active NUHP Participants                                   12
        2.6.3   NUHP Benefit Formula                                       12

SECTION 2.7  ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT              13
        2.7.1   Inactive NUHP Participants                                 13
        2.7.2   Active NUHP Participants                                   13

SECTION 2.8  FORM OF NUHP BENEFIT                                          13
        2.8.1   Inactive NUHP Participants                                 13
        2.8.2   Active NUHP Participants                                   13
        2.8.3   Cash-out of Minimum Benefit                                13

SECTION 2.9  REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS                   14
        2.9.1   Suspension of Benefit Payments                             14

SECTION 2.10  PRERETIREMENT SPOUSE'S BENEFIT                               14
        2.10.1  Inactive NUHP Participants                                 14
        2.10.2  Active NUHP Participants                                   14

SECTION 2.11  DISABILITY BENEFITS                                          14
        2.11.1  NUHP Participants Receiving Disability Benefits on Merger
                Date                                                       14
        2.11.2  NUHP Participants Who Are Disabled on the Merger Date      15
        2.11.3  NUHP Participants Who Are Not Disabled on the Merger Date  15


APPENDIX S2-A

     Monthly Benefit Rates Prior to January 1, 1989                        16

     Monthly Benefit Rates Prior on and after January 1, 1989              18


<PAGE>
                                                                             
                         Schedule 2 -- Table of Contents
                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                                   SCHEDULE 2

                 PENSION PLAN FOR NON-UNION HOURLY EMPLOYEES OF
                          COLUMBUS MCKINNON CORPORATION
           MERGER INTO THE MRB PLAN, TREATMENT OF FORMER PARTICIPANTS



SECTION 2.1 INTRODUCTION

     Columbus McKinnon  Corporation (the "Corporation")  established the Pension
Plan for  Non-Union  Hourly  Employees  of Columbus  McKinnon  Corporation  (the
"Non-Union  Hourly Plan") by amendment and  restatement  of the Pension Plan for
Non-Union  Hourly  Employees  of Columbus  McKinnon  Corporation  at  Lexington,
Kentucky,  effective January 1, 1989. The Corporation  wishes to consolidate the
defined benefit pension plans covering its nonunion employees. In furtherance of
that goal, the Corporation has:

     Caused the  Non-Union  Hourly  Plan to be amended  to  discontinue  benefit
     accruals effective March 31, 1998,

     Extended   coverage  under  the  Columbus  McKinnon   Corporation   Monthly
     Retirement  Benefit  Plan (the "MRB Plan") to Employees  covered  under the
     Non-Union Hourly Plan effective April 1, 1998, and

     Authorized  the merger of the  Non-Union  Hourly  Plan into the MRB Plan on
     December 31, 1998.

     This Schedule 2 provides  special rules pursuant to which  participants  in
the Non-Union Hourly Plan will participate in the MRB Plan beginning on April 1,
1998. In accordance with this Schedule 2,  participants in the Non-Union  Hourly
Plan who become Active Participants in the MRB Plan on April 1, 1998:

     will receive a benefit under the MRB Plan (their "MRB Plan Benefit")  equal
     to the sum of:

          their benefit accrued under the Non-Union  Hourly Plan as of March 31,
          1998 (their "NUHP Benefit") plus

          their  benefit  accrued  under the MRB Plan with  respect  to  service
          

<PAGE>
                                                                               
                                   Page 2 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

          earned  after  March  31,  1998  (their   "New-Service-Only  MRB  Plan
          Benefit"), and

          may receive  both their NUHP  Benefit and their  New-Service-Only  MRB
          Plan Benefit at any time and in any form provided in of the MRB Plan.

     In addition, this Schedule 2provides for the merger of the Non-Union Hourly
Plan into the MRB Plan on  December  31,  1998.  Participants  in the  Non-Union
Hourly Plan who do not became  Active  Participants  in the MRB Plan on April 1,
1998, and who are in pay status before the Merger Date:

          will  continue to receive  their benefit in the amount and in the form
          previously  determined  under  the  Non-Union  Hourly  Plan but  their
          benefit will be paid from the MRB Plan.

Participants in the Non-Union Hourly Plan who do not became Active  Participants
in the MRB Plan on April  1,  1998,  but who are not in pay  status  before  the
Merger Date:

          will receive a benefit  under the MRB Plan (their "MRB Plan  Benefit")
          equal to their benefit  accrued under the Non-Union  Hourly Plan as of
          March 31, 1998 (their "NUHP Benefit"), and

          may receive their NUHP Benefit at any time and in any form provided in
          Non-Union Hourly Plan.

     This  Schedule 2 should be  construed  so as to achieve its purposes as set
forth in this  Introduction  including the  preservation of benefits and benefit
forms  accrued  under  the  Non-Union  Hourly  Plan  and  the  avoidance  of the
duplication of benefits under the MRB Plan and the Non-Union Hourly Plan for the
same periods of Benefit Service.

     This  Section 2.1 is  intended  merely as an  overview  and actual  benefit
calculations shall be made on the basis of the rules set forth in the subsequent
sections of this Schedule 2.


SECTION 2.2 DEFINITIONS

     Capitalized  terms used in this Schedule  shall have the meanings set forth
in Article I of the MRB Plan  except  that the  following  terms  shall have the
meanings set forth below solely for purposes of this Schedule :


<PAGE>

                                   Page 3 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

2.2.1 ACTIVE
NUHP  PARTICIPANT  means an  individual  who was an  active  participant  in the
Non-Union  Hourly  Plan on March 31,  1998 and who was an  Eligible  Employee on
April 1,  1998.

2.2.2  DISABILITY  DATE .

     (a)  ELIGIBILITY.  A NUHP Participant will be eligible to have a Disability
Date if the  Participant  becomes  Permanently  Disabled  at a time when [1] the
Participant is an Employee,  [2] the Participant has attained age 40 but has not
attained age 65, and [3] the Participant has completed at least 10 years of NUHP
Vesting Service.

     (b) MEANING.  "Disability  Date" means the first day of the month following
the  later  of:  [1] the  last  month in  which a  Participant,  who has met the
eligibility  requirements of , was entitled to receive any sickness and accident
or salary continuance  payments provided in whole or in part by contributions of
the Employer,  or [2] the last month before the Participant begins to receive or
becomes  eligible to receive Social Security  disability  payments on account of
his disability.

2.2.3 HOUR OF SERVICE . For the  purposes of this  Schedule 2, the term "Hour of
Service"  shall  have the  meaning  set  forth in the MRB Plan  except  that the
equivalency rule set forth at Section 1.23(d) of the MRB Plan shall not apply.

2.2.4  INACTIVE  NUHP  PARTICIPANT  means any person who has an accrued  benefit
under the Non-Union Hourly Plan on the Merger Date and who is not an Active NUHP
Participant. If an Inactive NUHP Participant becomes a Participant under the MRB
Plan after  April 1, 1998,  that  person's  rights  with  respect to any benefit
accrued under the MRB Plan shall be determined  under the  provisions of the MRB
Plan exclusive of this Schedule 2.

2.2.5 MERGER DATE means December 31, 1998.

2.2.6 MRB PLAN  means  the  Columbus  McKinnon  Corporation  Monthly  Retirement
Benefit Plan, as amended, of which this Schedule 2 is a part.

2.2.7 MRB PLAN BENEFIT means the entire  benefit  payable to a NUHP  Participant
under the MRB Plan  including this Schedule 2. The MRB Plan Benefit of an Active
NUHP Participant is determined under Section 2.3.2 . The MRB Plan Benefit of an
Inactive NUHP Participant is his NUHP Benefit.

2.2.8 NEW  BENEFIT  SERVICE  means  Benefit  Service  earned  by an Active  NUHP
Participant  after March 31, 1998 in accordance with Section 2.3 of the MRB Plan

<PAGE>

                                   Page 4 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


as modified by Section 2.3.5 of this Schedule 2.

2.2.9  NEW-SERVICE-ONLY  MRB PLAN BENEFIT means the Accrued Benefit earned under
the MRB Plan by an Active NUHP Participant where the benefit is calculated by on
the basis of the  Participant's  New Benefit  Service,  his Earnings (within the
meaning of Article I of the MRB Plan) paid before and after March 31, 1998,  and
on the MRB Plan  benefit  formula  in  effect on and after  April 1,  1998.  The
Benefit   Service   taken  into   account   in   calculating   a   Participant's
New-Service-Only  MRB Plan  Benefit  shall not  exceed 35 years  reduced  by the
number of years of NUHP Benefit Service used to calculate the Participant's NUHP
Benefit.

2.2.10  NON-UNION  HOURLY  PLAN  means the  Pension  Plan for  Non-Union  Hourly
Employees of Columbus  McKinnon  Corporation  which was merged into the MRB Plan
effective December 31, 1998 and which is evidenced by the following documents:

     (a) The Pension Plan for Non-Union  Hourly  Employees of Columbus  McKinnon
     Corporation as amended and restated effective January 1, 1989, and

     (b) Amendment 1 effective as of March 31, 1998.

     (c) Amendment 2 effective as of various dates.

2.2.11 NORMAL RETIREMENT DATE has the same meaning as in Section 1.26 of the MRB
Plan except that, when applied with respect to the NUHP Benefit of a Participant
hired after the age of 59, it means the first day of the month  coincident  with
or next following the later of [1] the date the  Participant  attains age 65, or
[2] the 5th anniversary of the date on which the Participant  first performed an
Hour of Service.

2.2.12 NUHP BENEFIT means the benefit accrued under the Non-Union Hourly Plan on
behalf of a NUHP Participant as of March 31, 1998. Consistent with the amendment
of the Non-Union  Hourly Plan to freeze benefit accruals on March 31, 1998, this
benefit shall be determined as if the Participant terminated employment on March
31, 1998, or on his actual employment termination date if earlier than March 31,
1998.

2.2.13 NUHP BENEFIT  SERVICE  means benefit  service  earned under the Non-Union
Hourly Plan before April 1, 1998 in accordance with the following rules:

     (a) IN GENERAL.  A NUHP  Participant  shall be credited  with years of NUHP
Benefit Service in accordance with the following table:

<PAGE>

                                   Page 5 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

              Hours of Service                   Fraction of a Year of Benefit
            Credited in Calendar Year                  Service Credited 
            -------------------------            -----------------------------
          Less than 390 hours ..............                   0
          390 but less than 750 hours ......                  1/4
          750 but less than 1300 hours .....                  1/2
          1300 but less than 1600 hours ....                  3/4
          1600 or more hours ...............                1 year

          Provided, however, that:

               (1) Any NUHP Eligible  Employee who is a NUHP Participant for the
          entire  calendar  year and  completes  at least  1000 Hours of Service
          during  such year  will be  credited  with not less  than the  ratable
          portion of a year of NUHP Benefit Service earned,  based on his actual
          hours of NUHP Benefit Service divided by 2000;

               (2) Any NUHP  Participant  whose NUHP  Benefit  Service  stops or
          starts  during a calendar  year will be credited with not less than he
          would be entitled to under Section  2.2.13(a)(1),  based on his actual
          hours of NUHP Benefit  Service,  provided  that when his hours of NUHP
          Benefit  Service  are  annualized  he is  found to work at the rate of
          1,000 or more Hours of Service per calendar year.

     (b) Special Rules for Crediting NUHP Benefit Service.

               (1) Any NUHP  Participant who has completed at least 390 hours of
          NUHP  Benefit  Service in a calendar  year shall accrue a NUHP Benefit
          for such  year  whether  or not the NUHP  Participant  has  terminated
          employment before the end of the calendar year.

               (2) In the case of a NUHP  Participant  whose vested  interest in
          his NUHP  Benefit  is zero,  service  earned  by the NUHP  Participant
          before any period of  consecutive  1-Year Breaks in NUHP Service shall
          be taken into  account  or not taken  into  account  for  purposes  of
          determining NUHP Benefit Service under  break-in-service rules similar
          to those set forth in Section 2.2(c) of the MRB Plan.

               (3) Rules similar to those set forth in Section 2.3(b) of the MRB
          Plan shall be applied  in  determining  NUHP  Benefit  Service.  Thus,
          service  completed before  participation in the Non-Union Hourly Plan,
          service completed when the employee was not an NUHP Eligible Employee,
          and service prior to an automatic  cash-out  like that required  under
          Section  5.4 of the MRB Plan  shall  not be  counted  as NUHP  Benefit
          Service.

<PAGE>

                                   Page 6 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

               (4)  Special  Rule  for  Calculating  Benefit  Service  in  1998.
          Notwithstanding  any  provision  in  the  Plan  to  the  contrary,   a
          Participant  who earns at least 250 Hours of  Service  as an  Eligible
          Employee during the period from January 1, 1998 through March 31, 1998
          shall be  credited  with not less  than 1/4 of a year of NUHP  Benefit
          Service with respect to that period.

          (c) Service  Under Prior  Plans.  A NUHP  Participant's  years of NUHP
     Benefit Service prior to January 1, 1989 shall be the years of NUHP Benefit
     Service  awarded  to the  NUHP  Participant  as of  December  31,  1988  in
     accordance  with the  provisions of the  Non-Union  Hourly Plan or the NUHP
     Prior Plan in which he  participated  before  January  1,  1989;  provided,
     however, that:

               (1) the years of NUHP Benefit  Service  awarded to a  Participant
          who  participated  in the Dixie  Plan shall be  adjusted  to include a
          partial year of NUHP Benefit  Service for service by such  Participant
          from April 1, 1988 to December 31, 1988,

               (2) the years of NUHP Benefit  Service  awarded to a  Participant
          who was excluded from  participation  in the Non-Union  Hourly Plan or
          applicable  NUHP Prior Plan because he was hired after the maximum age
          limitation  in such plan as it was in effect  before  January  1, 1988
          (April 1, 1988 for the Dixie  Plan) and who  became a  Participant  in
          such  plan on  January  1,  1988  (April  1,  1988  for a  Dixie  Plan
          Participant)  shall entirely exclude all NUHP Benefit Service prior to
          January 1, 1988 (April 1, 1988 for a Dixie Plan Participant);

               (3)  the  years  of  NUHP  Benefit  Service  awarded  to  a  NUHP
          Participant in the Non-Union Hourly Plan or applicable NUHP Prior Plan
          who  continues in service  beyond his Normal  Retirement  Date and who
          retires on or after  January  1, 1988  (April 1, 1988 for a Dixie Plan
          Participant)  shall  include  NUHP  Benefit  Service  up to his actual
          retirement date; and

               (4)  the  years  of  NUHP  Benefit  Service  awarded  to  a  NUHP
          Participant in the Non-Union Hourly Plan or applicable NUHP Prior Plan
          who  continued in service  beyond his Normal  Retirement  Date and who
          retired  prior to  January  1, 1988  (April  1, 1988 for a Dixie  Plan
          Participant)  shall be limited to NUHP  Benefit  Service  prior to his
          Normal Retirement Date if earlier than his actual retirement date.

2.2.14  NUHP  DISABILITY  BENEFIT  means an  ancillary  benefit in the form of a

<PAGE>

                                   Page 7 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

monthly payment beginning on a NUHP Participant's Disability Date and continuing
until the earlier of the  Participant's  Normal  Retirement  Date or the date on
which the Participant no longer is Permanently Disabled. The benefit shall be in
an  amount  equal  to  the  Participant's  NUHP  Benefit  calculated  as of  the
Participant's  Disability  Date. 

2.2.15 NUHP  ELIGIBLE  EMPLOYEE  means an individual  who is a "factory  hourly"
employee  of the  Corporation  or an  Affiliate,  who is employed at a workplace
located in the United States of America, who is not a Leased Employee and who is
not, during the period of reference,  a participant in any other defined benefit
pension plan maintained by the Corporation or an Affiliate.

2.2.16 NUHP MONTHLY  BENEFIT RATE means the applicable  monthly benefit rate set
forth in Appendix S2-A attached to this Schedule 2.

2.2.17 NUHP  PARTICIPANT may mean an Active NUHP Participant or an Inactive NUHP
Participant.

2.2.18 NUHP PRIOR PLANS . Prior to January 1, 1989, the  Corporation  maintained
on an active basis:

     [1]  the Pension Plan for Hourly Employees of Columbus McKinnon Corporation
          at Manatee, Florida ("Manatee Plan"),

     [2]  Pension  Plan  B  for   Non-Union   Employees  of  Columbus   McKinnon
          Corporation ("Plan B"),

     [3]  the Pension Plan for Hourly Employees of the Dixie Industries Division
          of Columbus McKinnon Corporation ("Dixie Plan"), and

     [4]  the Pension Plan for Hourly Employees of Columbus McKinnon Corporation
          at Lexington, Tennessee ("Lexington Plan").

The Non-Union  Hourly Plan was  established by amendment and  restatement of the
Lexington  Plan,  effective  January 1, 1989.  The Manatee Plan,  Plan B and the
Dixie Plan were merged into the Non-Union Hourly Plan effective as of January 1,
1989.  Accordingly,  the Manatee Plan, Plan B and the Dixie Plan are referred to
as the "NUHP  Prior  Plans."  The  Lexington  Plan is the same as the  Non-Union
Hourly Plan.

2.2.19 NUHP VESTING  SERVICE.  A NUHP  Participant must have at least 5 years of
NUHP  Vesting  Service  (10 years if the  Participant  has not earned an Hour of
Service on or after  January 1, 1989) in order to have a vested  interest in his

<PAGE>

                                   Page 8 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

NUHP Benefit.  A  Participant's  NUHP Vesting Service is equal to the sum of his
vesting service determined under (a) and (b) of this section.

     (a) NUHP Vesting  Service Earned On and After January 1, 1999. NUHP Vesting
Service earned by a Participant on and after January 1, 1999 shall be determined
in accordance with the rules of Section 2.2 of the MRB Plan.

     (b) NUHP  Vesting  Service  Earned  Before  January 1, 1999.  NUHP  Vesting
Service  earned by a Participant  before  January 1, 1999 shall be determined in
accordance with the rules of this Section 2.2.19(b).

          (1) Vesting  Service  after  January 1, 1989.  Effective  on and after
     January 1, 1989 and subject to the provisions of this Section 2.2.19(b), an
     Employee  shall be awarded  vesting  service for the  aggregate of years of
     vesting  service and fractions  thereof  determined in accordance  with the
     following table:

           Hours of Service                        Fraction of Year of Vesting
          Credited in a Calendar Year                    Service  Credited     
          ---------------------------              ---------------------------

          1000 or more hours                                          1
          750 hours but less than 1000 hours                         1/2
          390 hours but less than 750 hours                          1/4

          (2) Exclusion of Service Before Age 18. Vesting  Service shall exclude
     service completed before the Employee attains age 18.

          (3) Exclusion of Service  Before 1-Year Break In Service.  In the case
     of a NUHP  Participant  whose vested  interest in his NUHP Benefit is zero,
     service earned by the Participant  before any period of consecutive  1-Year
     Breaks in NUHP  Service  shall not be taken into  account  for  purposes of
     determining  vesting service if the number of consecutive  1-Year Breaks in
     NUHP Service  within such period equals or exceeds the greater of [1] 5, or
     [2] the aggregate  number of years of vesting service before such period of
     consecutive 1-Year Breaks in NUHP Service.

          (4) Special Rules for Dixie Plan.

               (A)  If  a  Participant  who   participated  in  the  Dixie  Plan
          terminated his employment with the Employer before January 1, 1989 and
          before his Normal  Retirement  Date but after the  completion of three
          years of Vesting  Service,  such  Participant  shall be  entitled to a

<PAGE>

                                   Page 9 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

          retirement  benefit  determined  in  accordance  with the terms of the
          Dixie Plan as in effect on the date his employment terminated.

               (B)  The  schedule  for  Vesting  Service   provided  in  Section
          2.2.19(b)(1)   shall  be  adjusted   ratably  for  a  Participant  who
          participated  in the Dixie  Plan for all or any part of the short plan
          year commencing April 1, 1988 and ending December 31, 1988.

               (C) If a Participant  who  participated in the Dixie Plan has not
          completed five years of Vesting  Service but has completed three years
          of Vesting  Service before January 1, 1989, such  Participant  will be
          vested in a portion  of his  Accrued  Benefit in  accordance  with the
          vesting schedule in effect under the Dixie Plan on December 31, 1988.

          (5)  Vesting  Service  under NUHP Prior  Plans.  Except as provided in
     Section  2.2.19(b)(4),  for purposes of this Section, a Participant's years
     of  Vesting  Service  prior to  January  1, 1989  shall be  awarded  to the
     Participant  as of December 31, 1988 in accordance  with the  provisions of
     the Non-Union  Hourly Plan or the NUHP Prior Plan in which he  participated
     as in effect on such date.

2.2.20 1-YEAR BREAK IN NUHP SERVICE .

     (a) In General.  The term "1-Year Break in NUHP  Service"  means a calendar
year during which an Employee has not completed  more than 390 Hours of Service.
(The term "NUHP Prior Plan plan year" is substituted  for "calendar year" in the
preceding  sentence for the purpose of  determining  a break in service  under a
NUHP Prior Plan.)

     (b) Special Rule For Maternity Or Paternity  Absences.  Solely for purposes
of determining whether a 1-Year Break in NUHP Service has occurred,  in the case
of an  individual  who is absent from work for any period:  [1] by reason of the
pregnancy  of the  individual,  [2] by  reason  of the birth of the child of the
individual,  [3] by reason of the  placement of a child with the  individual  in
connection  with  the  adoption  of such  child  by the  individual,  or [4] for
purposes of caring for such child for a period beginning  immediately  following
such birth or placement, the applicable plan shall treat as Hours of Service the
hours that  would have been  credited  to the  individual  if he had not been so
absent (or 8 Hours of Service  for each  normal  workday of such  absence if the
actual Hours of Service can not be determined). The individual shall be credited
with such Hours of Service (up to a maximum of 390 Hours of Service) in the Plan
Year in which the absence begins,  if such crediting will prevent the individual

<PAGE>

                                  Page 10 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

from  incurring  a 1-Year  Break in NUHP  Service in such  year,  or in the next
following Plan Year.

2.2.21  PERMANENTLY   DISABLED.  A  NUHP  Participant  shall  be  deemed  to  be
"permanently  disabled" only if the Participant meets the following requirements
of this Section 2.2.21:

     (a) he will be  considered  totally  and  permanently  disabled  if through
unavoidable cause and as the result of disease or injury he is unable to perform
substantially all the work pertaining to his occupation,  and such disability is
expected to continue until his death;

     (b) he will be deemed to have become  disabled  through  unavoidable  cause
unless his disability (i) was contracted,  suffered,  or incurred as a result of
his  having  engaged  in the  commission  of a felony,  (ii)  resulted  from his
habitual  drunkenness  or  addiction to  narcotics,  or (iii)  resulted  from an
intentionally self-inflicted injury; and

     (c) he will not be considered to be permanently  disabled unless he becomes
entitled to disability benefits under the federal Social Security Act.

2.2.22 SECTION  REFERENCES . A section  reference in this Schedule 2 refers to a
section in this  Schedule  2 unless it refers  explicitly  to the MRB Plan.  Any
reference  in this  Schedule 2 to the "MRB Plan" is a reference  to the MRB Plan
excluding this Schedule 2 and all other schedules  attached thereto and included
therein, unless the context clearly indicates otherwise.


SECTION 2.3 PARTICIPATION IN THE MRB PLAN

2.3.1 WHEN NUHP PARTICIPANTS BECOME "PARTICIPANTS" IN THE MRB PLAN . Each Active
NUHP  Participant  shall  become an "Active  Participant"  in the MRB Plan as of
April 1,  1998.  An  Inactive  NUHP  Participant  shall not  become  an  "Active
Participant"  in the MRB Plan except as provided under the terms of the MRB Plan
exclusive of this Schedule 2.

2.3.2  DETERMINATION OF MRB PLAN BENEFIT . Each Active NUHP Participant shall be
eligible  to receive an MRB Plan  Benefit  equal to the sum of his NUHP  Benefit
plus his New-Service-Only MRB Plan Benefit.

2.3.3  TIME WHEN MRB PLAN  BENEFIT  IS PAID . The MRB Plan  Benefit of an Active
NUHP Participant  shall be paid at a time determined under Article IV of the MRB
Plan.


<PAGE>

                                  Page 11 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


2.3.4 FORM IN WHICH MRB PLAN BENEFIT IS PAID . The MRB Plan Benefit of an Active
NUHP  Participant may be paid in any form permitted  under, and shall be subject
to all of the rules of, Article V of the MRB Plan.

2.3.5  DETERMINATION OF BENEFIT SERVICE . An Active NUHP  Participant's  Benefit
Service  (within the  meaning of Article I of the MRB Plan) shall be  determined
under Section 2.3 of the MRB Plan.  However,  in making such determination under
Section 2.3 of the MRB Plan, the following special rules apply:

     (a) New Benefit Service Pro Rated in 1998. The Participant  shall be deemed
to have earned 0.75 years of New Benefit Service during the period from April 1,
1998 through December 31, 1998 provided that the Participant  completes at least
750 Hours of Service as an Eligible Employee during that period.

2.3.6  DETERMINATION OF VESTING SERVICE . For the purpose of determining when an
Active NUHP Participant is eligible for normal or early retirement under the MRB
Plan, the Participant's  Vesting Service (within the meaning of Article I of the
MRB Plan) shall be  determined  under Section 2.2 of the MRB Plan.  However,  in
making such  determination  under Section 2.2 of the MRB Plan, the Participant's
Vesting Service  determined as of any date prior to January 1, 1999 shall not be
less than his NUHP Vesting Service determined as of that date.

2.3.7 OFFSET OF CERTAIN  AMOUNTS AGAINST MRB PLAN BENEFIT . The MRB Plan Benefit
paid to an Active NUHP Participant shall be reduced by the Actuarial  Equivalent
amount of benefits payable to the Participant  under any defined benefit pension
plan to which the Corporation or an Affiliate made contributions  (including any
such plan that has been  merged  into any other  plan),  to the extent that such
benefits are  attributable to the same years of service as benefits  included in
the MRB Plan Benefit.


SECTION 2.4 MERGER OF NON-UNION HOURLY PLAN INTO THE MRB PLAN

2.4.1 MERGER OF NON-UNION  HOURLY PLAN INTO THE MRB PLAN . The Non-Union  Hourly
Plan shall be merged into the MRB Plan on the Merger Date.

2.4.2  PAYMENT OF  NON-UNION  HOURLY PLAN  BENEFITS . Effective on and after the
Merger  Date,  the MRB Plan shall be  responsible  for  payment of all  benefits
accrued  under the  Non-Union  Hourly Plan,  including  all such benefits in pay
status or in deferred-vested status on the Merger Date.

2.4.3 CONFLICT WITH  NON-UNION  HOURLY PLAN DOCUMENTS . This Schedule 2 reflects

<PAGE>

                                  Page 12 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

the authority of the Retirement Committee to interpret the Non-Union Hourly Plan
with a view toward  resolving any conflicts  and  ambiguities  that exist in the
Non-Union  Hourly Plan  documents.  If a provision in this  Schedule 2 conflicts
with an  unambiguous,  non-internally  conflicting  provision  of the  Non-Union
Hourly Plan documents or any NUHP Prior Plan document, the Non-Union Hourly Plan
document or NUHP Prior Plan document shall govern. In all other instances,  this
Schedule 2 shall govern.


SECTION 2.5 WHEN NUHP BENEFIT IS PAYABLE

2.5.1 INACTIVE NUHP PARTICIPANTS .

     (a)  Annuity  Starting  Date Before  Merger  Date.  The NUHP  Benefit of an
Inactive NUHP Participant whose Annuity Starting Date occurred before the Merger
Date shall  continue  to be paid after the Merger  Date in  accordance  with the
schedule of payment established on the Annuity Starting Date.

     (b) Annuity  Starting Date On or After Merger Date.  The NUHP Benefit of an
Inactive NUHP  Participant  whose  Annuity  Starting Date occurs on or after the
Merger  Date may be paid  beginning  on the  first  day of any  month  after the
Participant  has attained age 60 and  completed at least 5 years of NUHP Vesting
Service,  as  elected  by the  Participant,  but shall  begin no later  than the
Participant's Normal Retirement Date.

2.5.2 ACTIVE NUHP  PARTICIPANTS . The NUHP Benefit of an Active NUHP Participant
shall be paid at the same time as the  Participant's  New-Service-Only  MRB Plan
Benefit, as provided in Section 2.3.3 of this Schedule 2.


SECTION 2.6 COMPUTATION OF NUHP BENEFIT

2.6.1 INACTIVE NUHP PARTICIPANTS .

     (a)  Benefits  In Pay  Status On Merger  Date.  The NUHP  Benefit of a NUHP
Participant  whose Annuity  Starting Date occurred  before the Merger Date shall
continue to be paid after the Merger Date in  accordance  with the amount,  form
and schedule of payment established on the Annuity Starting Date.

     (b)  Benefits  Not In Pay  Status On Merger  Date.  The NUHP  Benefit of an
Inactive NUHP  Participant  whose  Annuity  Starting Date occurs on or after the

<PAGE>

                                  Page 13 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

Merger Date shall be  determined  using the NUHP Benefit  formula set forth this
Section  2.6.  The benefit so  determined  shall be adjusted to reflect  time of
payment as provided in Section 2.7, and shall be further adjusted as provided in
Section 2.8 if it is payable in a form other than a Straight Life Annuity.

2.6.2 ACTIVE NUHP  PARTICIPANTS . The NUHP Benefit of an Active NUHP Participant
shall be determined  using the NUHP Benefit  formula set forth this Section 2.6.
The  benefit so  determined  shall be  adjusted  to  reflect  time of payment as
provided in Section  2.7,  and shall be further  adjusted as provided in Section
2.8 if it is payable in a form other than a Straight Life Annuity.

2.6.3 NUHP BENEFIT FORMULA .

     (a) In General.  The NUHP Benefit of a NUHP Participant shall be calculated
as a Straight Life Annuity beginning on the Participant's Normal Retirement Date
in an monthly amount equal to the product of (1) multiplied times (2), where:

          (1) is the NUHP  Monthly  Benefit Rate in effect on the earlier of [A]
     the NUHP Participant's retirement date or, in the case of a deferred vested
     NUHP  Participant,  the date on which the NUHP  Participant  ceased to earn
     NUHP Benefit Service, or [B] March 31, 1998, and

          (2) is the Participant's years of NUHP Benefit Service.

     (b Additional Rules.

          (1) For purposes of this computation,  the NUHP Participant's years of
     NUHP Benefit  Service shall not exceed the Maximum Years of Benefit Service
     Counted as determined under the applicable table in Appendix S2-A.


SECTION 2.7 ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT

2.7.1  INACTIVE  NUHP  PARTICIPANTS  . The  NUHP  Benefit  of an  Inactive  NUHP
Participant whose Annuity Starting Date occurs on or after the Merger Date shall
be adjusted so that it is the  Actuarial  Equivalent  (within the meaning of the
MRB  Plan)  of  the  Participant's  NUHP  Benefit  on the  Participant's  Normal
Retirement Date.

2.7.2 ACTIVE NUHP  PARTICIPANTS . The NUHP Benefit of an Active NUHP Participant
shall be adjusted  to reflect the  commencement  of benefit  payments  before or
after the  Participant's  Normal  Retirement Date in the manner determined under

<PAGE>

                                  Page 14 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

the MRB Plan exclusive of this Schedule 2.


SECTION 2.8 FORM OF NUHP BENEFIT

2.8.1  INACTIVE  NUHP  PARTICIPANTS  . The  NUHP  Benefit  of an  Inactive  NUHP
Participant  whose Annuity  Starting Date occurs on or after the Merger Date may
be paid in any  form  permitted  under  the MRB  Plan,  subject  to the  notice,
election,  spousal consent and other  requirements of Article V of the MRB Plan.
The NUHP  Benefit  shall be adjusted as provided in Article V of the MRB Plan if
it is paid in a form other than a Straight Life Annuity.

2.8.2 ACTIVE NUHP  PARTICIPANTS . The NUHP Benefit of an Active NUHP Participant
shall be paid in the same  form and  shall be  subject  to the same  adjustments
provided in Article V of the MRB as the Participant's  New-Service-Only MRB Plan
Benefit.

2.8.3 CASH-OUT OF MINIMUM BENEFIT .

     (a) Mandatory Distribution.  In the event that a NUHP Participant ceases to
be an Employee at a time when the lump sum present value of his MRB Plan Benefit
determined under Section 2.3.2 is $5,000 or less, the Participant  shall be paid
the benefit in a single sum as soon as  practicable,  as provided in Section 5.4
of the MRB Plan.

     (b) Survivor  Benefits.  Rules similar to those in Section  2.8.3(a)  shall
apply with respect to a survivor benefit payable to a spouse.

     (c) Payment After Annuity  Starting  Date.  No  distribution  shall be made
under to this Section 2.8.3 after the NUHP  Participant's  Annuity Starting Date
unless  the  NUHP   Participant  and  his  spouse  consent  in  writing  to  the
distribution.


SECTION 2.9 REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS

2.9.1 SUSPENSION OF BENEFIT PAYMENTS . If a NUHP Participant is reemployed as an
Employee after the Participant has begun to receive payment of his NUHP Benefit,
payment  of such  benefit  shall  cease  until the  Participant  is no longer an
Employee  (subject to required  minimum  distributions as provided under Section
5.5 of the MRB Plan) in accordance with Section 5.7 of the MRB Plan.

<PAGE>

                                  Page 15 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



SECTION 2.10 PRERETIREMENT SPOUSE'S BENEFIT

2.10.1  INACTIVE NUHP  PARTICIPANTS  . The surviving  spouse of an Inactive
NUHP  Participant who dies before his Annuity Starting Date shall be entitled to
a Preretirement  Spouse's Benefit with respect to the Participant's NUHP Benefit
(if any)  determined  in  accordance  with Article VI of the MRB Plan  provided,
however,  that such  benefit  shall not be payable  before the date on which the
Participant  would have  attained  his 60th  birthday. 

2.10.2  ACTIVE  NUHP  PARTICIPANTS  . The  surviving  spouse of an  Active  NUHP
Participant  who dies  before his Annuity  Starting  Date shall be entitled to a
Preretirement  Spouse's Benefit with respect to the  Participant's  NUHP Benefit
(if any) determined in accordance with Article VI of the MRB Plan.


SECTION 2.11 DISABILITY BENEFITS

2.11.1 NUHP PARTICIPANTS  RECEIVING  DISABILITY BENEFITS ON MERGER DATE . A NUHP
Participant  who is  receiving a NUHP  Disability  Benefit as of the Merger Date
shall  continue to receive that benefit until the earlier [1] the  Participant's
Normal  Retirement  Date or [2] the date on which the  Participant  ceases to be
Permanently  Disabled.  Upon attaining  Normal  Retirement  Age, the Participant
shall commence a his NUHP Benefit payable in the form elected by the Participant
at that time as provided in Section 2.8 . In the event that the Participant dies
before his Annuity  Starting Date, no further benefit shall be payable except as
may be  provided  in  Section  2.10 of this  Schedule  2. In the event  that the
Participant ceases to be Permanently Disabled before his Normal Retirement Date,
the NUHP Disability Benefit shall cease and the Participant shall be eligible to
receive his NUHP Benefit as provided in Section 2.5.

2.11.2  NUHP  PARTICIPANTS  WHO  ARE  DISABLED  ON  THE  MERGER  DATE  . A  NUHP
Participant  who is  Permanently  Disabled  on the Merger Date but has not had a
Disability  Date on or  before  the  Merger  Date  shall be  entitled  to a NUHP
Disability  Benefit  provided the  Participant  has a  Disability  Date within 6
months  following the Merger Date. The NUHP Disability  Benefit shall be subject
to the rules described in Section 2.11.1.

2.11.3  NUHP  PARTICIPANTS  WHO ARE NOT  DISABLED  ON THE  MERGER  DATE . A NUHP
Participant  who is not  Permanently  Disabled  on the Merger  Date shall not be
entitled to a NUHP  Disability  Benefit even though the  Participant  may become
disabled at a later time.

<PAGE>

                                  Page 16 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



                                  APPENDIX S2-A
                                  -------------

                 Monthly Benefit Rates Prior to January 1, 1989
                 ----------------------------------------------


1.   Pension  Plan for Hourly  Employees  of Columbus  McKinnon  Corporation  at
     Lexington, Tennessee

                                         NUHP Pension Factor     Maximum Years
   Pension Factor                         (Monthly Benefit        of Benefit
 Determination Date                             Rate)          Service Counted
--------------------------------------------------------------------------------

 Prior to January 1, 1979                     $3.00                Unlimited
 On or after January 1, 1979
    and prior to January 1, 1985               5.00                Unlimited
 On or after January 1, 1985
    and prior to January 1, 1988               7.00                Unlimited
 On or after January 1, 1988
    and prior to January 1, 1989               9.00                Unlimited


2.   Pension  Plan for Hourly  Employees  of Columbus  McKinnon  Corporation  at
     Manatee, Florida


                                        NUHP Pension Factor      Maximum Years
   Pension Factor                        (Monthly Benefit         of Benefit
 Determination Date                            Rate)           Service Counted
--------------------------------------------------------------------------------

 Prior to January 1, 1980                     $4.00                Unlimited
 On or after January 1, 1980
    and prior to January 1, 1988               5.00                Unlimited
 On or after January 1, 1988
    and prior to January 1, 1989               9.00                Unlimited

<PAGE>
                                  Page 17 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

3.   Pension  Plan for Hourly  Employees  of the Dixie  Industries  Division  of
     Columbus McKinnon Corporation


                                       NUHP Pension Factor       Maximum Years
   Pension Factor                       (Monthly Benefit           of Benefit
 Determination Date                           Rate)            Service Counted

 Prior to January 1, 1989                    $9.00                 Unlimited


4.   Pension Plan B for Non-Union Employees of Columbus McKinnon Corporation

         The sum of (i) and (ii) as follows:

                                       NUHP Pension Factor       Maximum Years
  (i) Pension Factor                    (Monthly Benefit           of Benefit
  Determination Date                          Rate)            Service Counted

 On or after January 1, 1976
    and prior to January 1, 1979             $3.33                     30

 On or after January 1, 1979
    and prior to January 1, 1980             $4.00                     30

 On or after January 1, 1980
    and prior to January 1, 1982             $4.50                     30

 On or after January 1, 1982
    and prior to January 1, 1983             $5.00                     30

 On or after January 1, 1983
    and prior to January 1, 1984             $6.00                     30

 On or after January 1, 1984
    and prior to January 1, 1989             $7.00                     30

         (ii) $9.00  times a fraction  of not more than one,  the  numerator  of
         which is the  Benefit  Service  completed  by the  Participant  and the
         denominator of which is 25, times twelve.

<PAGE>
                                  Page 18 of Schedule 2 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



               Monthly Benefit Rates On and After January 1, 1989
               --------------------------------------------------
               
5.   Pension Plan for Non-Union Employees of Columbus McKinnon Corporation

                                        NUHP Pension Factor      Maximum Years
         Pension Factor                (Monthly Benefit           of Benefit
         Determination Date               Rate)                 Service Counted
         ------------------             -------------------     ---------------

 (1)     Prior to January 1, 1989       See Appendix S2-A above with respect to
                                        applicable NUHP Prior Plan

 (2)     On or after January 1,         (2)  $9.00                Unlimited
         1989 but prior to
         January 1, 1990

 (3)     On or after January 1,         (3)  $13.00               Unlimited
         1990 but prior to
         January 1, 1993

 (4)     On or after January 1,         (4)  $17.00               Unlimited
         1993 and thereafter


500821.1

<PAGE>

                        MONTHLY RETIREMENT BENEFIT PLAN

                                   SCHEDULE 3

                    RETIREMENT PLAN FOR SALARIED EMPLOYEES OF
                            THE DUFF-NORTON COMPANIES
             MERGER INTO MRB PLAN, TREATMENT OF FORMER PARTICIPANTS

                         SCHEDULE 3 -- TABLE OF CONTENTS

SECTION 3.1  INTRODUCTION                                                    1

SECTION 3.2  EFFECT OF PARTICIPATION IN THE PRIOR PLAN                       2

SECTION 3.3  DEFINITIONS                                                     4

        3.3.1   Accumulated Contributions                                    4
        3.3.2   Active DNSP Participant                                      5
        3.3.3   Affiliate                                                    5
        3.3.4   All-Service MRB Plan Benefit                                 5
        3.3.5   Computation Period                                           5
        3.3.6   Computation Year                                             6
        3.3.7   Contributory Future Service                                  6
        3.3.8   Contributory Participant                                     6
        3.3.9   Contributory Past Service                                    6
        3.3.10  Contributory Service                                         6
        3.3.11  Disability Date                                              6
        3.3.12  DNSP Actuarial Equivalent                                    6
        3.3.13  DNSP Average Final Earnings                                  6
        3.3.14  DNSP Benefit                                                 7
        3.3.15  DNSP Benefit Service                                         7
        3.3.16  DNSP Disability Benefit                                      8
        3.3.17  DNSP Early Retirement Age                                    8
        3.3.18  DNSP Early Retirement Date                                   8
        3.3.19  DNSP Earnings                                                8
        3.3.20  DNSP Eligible Employee                                       9
        3.3.21  DNSP Employee                                                9
        3.3.22  DNSP Employer                                                9
        3.3.23  DNSP Participant                                             9
        3.3.24  Duff-Norton Salaried Plan                                    9
        3.3.25  DNSP Vesting Service                                         9
        3.3.26  Hour of Service                                             10
        3.3.27  Inactive DNSP Participant                                   10
        3.3.28  Merger Date                                                 10


<PAGE>
                                                                           Page
                                                                           ----
                                                                               
        3.3.29  MRB Plan                                                    10
        3.3.30  MRB Plan Benefit                                            10
        3.3.31  Net MRB Plan Benefit                                        11
        3.3.32  New Benefit Service                                         11
        3.3.33  New-Service-Only MRB Plan Benefit                           11
        3.3.34  Normal Retirement Date                                      11
        3.3.35  Original Hire Date                                          11
        3.3.36  Prior Plan                                                  11
        3.3.37  Prior Plan Accrued Benefit                                  11
        3.3.38  Rehire Date                                                 11
        3.3.39  Total and Permanent Disability                              11
        3.3.40  Transferee Participant                                      12
        3.3.41  Section References                                          12

SECTION 3.4  PARTICIPATION IN THE MRB PLAN                                  12

        3.4.1   When Active DNSP Participants Become "Participants" in 
                the MRB Plan                                                12
        3.4.2   Determination of MRB Plan Benefit                           12
        3.4.3   Time When MRB Plan Benefit is Paid                          13
        3.4.4   Form in Which MRB Plan Benefit Is Paid                      14
        3.4.5   Determination of Benefit Service                            14
        3.4.6   Determination of Vesting Service                            14
        3.4.7   Offset of Certain Amounts against MRB Plan Benefit          15

SECTION 3.5  MERGER OF DUFF-NORTON SALARIED PLAN INTO THE MRB PLAN          15

        3.5.1   Merger of Duff-Norton Salaried Plan into the MRB Plan       15
        3.5.2   Payment of Duff-Norton Salaried Plan Benefits               15
        3.5.3   Conflict With Duff-Norton Salaried Plan Documents           15

SECTION 3.6  WHEN DNSP BENEFIT IS PAYABLE                                   16

        3.6.1   Inactive DNSP Participants                                  16
        3.6.2   Active DNSP Participants                                    16
        3.6.3   Return of Accumulated Contributions                         16

SECTION 3.7  COMPUTATION OF DNSP BENEFIT                                    17

        3.7.1   In General                                                  17
        3.7.2   DNSP Benefit Formula                                        17


<PAGE>

                         Schedule 3 -- Table of Contents

                                                                           Page
                                                                           ----

SECTION 3.8  ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT               19

        3.8.1   Benefit Commencing on Normal Retirement Date                19
        3.8.2   Benefit Commencing After Normal Retirement Date             19
        3.8.3   Benefit Commencing On DNSP Early Retirement Date            19
        3.8.4   Deferred Vested Benefit Commencing Before 
                Normal Retirement Date                                      20

SECTION 3.9  FORM OF DNSP BENEFIT                                           20

        3.9.1   In General                                                  20
        3.9.2   Normal Form of Payment                                      21
        3.9.3   Optional Form of Payment                                    21
        3.9.4   Cash-out of Minimum Benefit                                 22

SECTION 3.10  REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS                   22

        3.10.1  Suspension of Benefit Payments                              22

SECTION 3.11  SURVIVOR BENEFITS                                             22

        3.11.1  Preretirement Spouse's Benefit                              22
        3.11.2  Special Preretirement Spouse's Benefit                      23
        3.11.3  Return of Accumulated Contributions                         23

SECTION 3.12  DISABILITY BENEFITS                                           25

        3.12.1  DNSP Participants Receiving Disability Benefits 
                on Merger Date                                              25
        3.12.2  DNSP Participants Who Are Disabled on the Merger Date       25
        3.12.3  DNSP Participants Who Are Not Disabled on the Merger Date   25

APPENDIX S3-A -- ACTUARIAL ASSUMPTIONS, TABLES AND FACTORS                  26

        I.      Lump Sum Factors                                            26
        II.     Factors for Determining Accrued Pension Attributable 
                to Accumulated Contributions                                26
        III.    Other Conversion Table                                      26

APPENDIX S3-B -- TRANSFERS FROM SPRECKELS SUGAR COMPANY, INC. PENSION PLAN  28

<PAGE>

                         Schedule 3 -- Table of Contents

                                                                           Page
                                                                           ----

        I.      Definitions                                                 28
        II.     Benefits Payable Under The Duff-Norton Salaried Plan        29
        III.    Calculation of Spreckels Benefit                            29
        IV.     Early Retirement Benefits                                   29
        V.      Forms of Benefit                                            29




 
                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN
                                    SCHEDULE 3

                    RETIREMENT PLAN FOR SALARIED EMPLOYEES OF
                            THE DUFF-NORTON COMPANIES
             MERGER INTO MRB PLAN, TREATMENT OF FORMER PARTICIPANTS



SECTION 3.1 INTRODUCTION

     Columbus  McKinnon   Corporation  (the  "Company")   acquired  all  of  the
outstanding stock of Duff-Norton Company, Inc. on January 3, 1997. At that time,
Duff-Norton  maintained several defined benefit pension plans covering different
groups of its employees. One of these plans was the Retirement Plan for Salaried
Employees of the Duff-Norton  Companies (the "Duff-Norton  Salaried Plan").  The
Company wishes to  consolidate  the defined  benefit  pension plans covering its
nonunion employees. In furtherance of that goal, the Company has:

     Caused the Duff-Norton  Salaried Plan to be amended to discontinue  benefit
     accruals effective March 31, 1998,

     Extended   coverage  under  the  Columbus  McKinnon   Corporation   Monthly
     Retirement  Benefit  Plan (the "MRB Plan") to Employees  covered  under the
     Duff-Norton Salaried Plan effective April 1, 1998, and

     Authorized the merger of the Duff-Norton Salaried Plan into the MRB Plan on
     June 30, 1998.

     This Schedule 3 provides  special rules pursuant to which  participants  in
the  Duff-Norton  Salaried Plan will  participate  in the MRB Plan  beginning on
April 1, 1998.  Pursuant to the  provisions  of this  Schedule 3 , Employees who
were active participants in the Duff-Norton Salaried Plan on March 31, 1998:

     will be granted  Vesting  Service and Benefit Service under the MRB Plan as
     of April 1, 1998 equal to service  earned  under the  Duff-Norton  Salaried
     Plan before April 1, 1998,

     will receive a benefit under the MRB Plan equal to the larger of:

          the benefit  accrued  under the MRB Plan with  respect to DNSP Benefit
          Service from the  Duff-Norton  Salaried Plan plus service earned under
          the MRB  Plan  after  March  31,  1998  (their  "All-Service  MRB Plan
          Benefit"), or

          the sum of (i) their benefit  accrued under the  Duff-Norton  Salaried
          

<PAGE>

                                   Page 2 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

          Plan as of March 31, 1998 (their "DNSP Benefit") plus (ii) the benefit
          accrued under the MRB Plan with respect to service  earned after March
          31, 1998 (their "New-Service-Only MRB Plan Benefit"),

     will be entitled to:

          receive  their  entire  MRB Plan  benefit  at the time and in the form
          provided under the MRB Plan, or

          (if they  have  attained  age 55 and  completed  15 years of  service)
          receive  that  portion  of the MRB Plan  benefit  equal to their  DNSP
          Benefit in a lump sum, and

          receive their Accumulated  Contributions at any time after termination
          of employment.

     In addition,  this  Schedule 3 provides  for the merger of the  Duff-Norton
Salaried Plan into the MRB Plan  effective  June 30, 1998.  Employees and former
employees who were not active  participants in the Duff-Norton  Salaried Plan on
March 31,  1998 and who did not become  Active  Participants  in the MRB Plan on
April 1,  1998  will  receive  their  DNSP  Benefit  at the time and in the form
provided under the Duff-Norton Salaried Plan, but will receive that benefit from
the MRB Plan after the plan merger.

     This  Schedule 3 should be  construed  so as to achieve its purposes as set
forth in this  Introduction  including the  preservation of benefits and benefit
forms  accrued  under the  Duff-Norton  Salaried  Plan and the  avoidance of the
duplication of benefits under the MRB Plan and the Duff-Norton Salaried Plan for
the same periods of Benefit Service.

     This  Section 3.1 is  intended  merely as an  overview  and actual  benefit
calculations shall be made on the basis of the rules set forth in the subsequent
sections of this Schedule 3.


SECTION 3.2 EFFECT OF PARTICIPATION IN THE PRIOR PLAN

     The  Duff-Norton  Salaried  Plan is referred to in this  Section 3.2 as the
"New Plan." The New Plan,  which  became  effective  on October 1, 1987,  is the
successor of the Duff-Norton  Company,  Inc. Pension Plan for Salaried Employees
(the "Prior Plan"),  which was terminated on December 31, 1987.  Participants in

<PAGE>

                                   Page 3 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


the Prior Plan became participants in the New Plan beginning October 1, 1987 and
were granted benefit service under the Duff-Norton Salaried Plan with respect to
benefit service earned under the Prior Plan. The effect of  participation in the
Prior Plan on the  calculation of a  participant's  DNSP Benefit is reflected in
the later  sections of this Schedule 3. This Section 3.2 provides an explanation
as an aid to interpretation of the later sections.

     ELECTIVE  CASH-OUT  OF  PRIOR  PLAN  BENEFITS.  When  the  Prior  Plan  was
terminated,  participants  in that plan who had become  participants  in the New
Plan could elect to have their Prior Plan accrued benefit either  distributed to
them or transferred to the New Plan.

     Participants in the Prior Plan who elected to have their Prior Plan accrued
     benefit  transferred  to  the  New  Plan  ("Transferee  Participants")  are
     entitled to receive a benefit  under the New Plan based on benefit  service
     earned under both the Prior Plan and the New Plan.

     Participants in the Prior Plan who elected to have their Prior Plan accrued
     benefit  distributed  to them at the time of  termination of the Prior Plan
     are also  entitled to receive a benefit under the New Plan based on benefit
     service earned under both the Prior Plan and the New Plan.  However,  their
     New Plan benefit is reduced by the  actuarial  equivalent of the Prior Plan
     accrued benefit which was distributed.  (See Section 3.7.2(a)(3)(A) of this
     Schedule 3).

     EMPLOYEE  CONTRIBUTIONS  UNDER PRIOR PLAN.  Participants  in the Prior Plan
were permitted but not required to make employee  contributions  under the Prior
Plan before June 30, 1979.

     Participants who made employee  contributions  under the Prior Plan and who
     elected to have their Prior Plan  accrued  benefit  transferred  to the New
     Plan ("Contributory  Participants")  remain entitled to the distribution of
     their employee contributions plus interest  ("Accumulated  Contributions").
     (See Sections 3.6.3 and 3.11.3 of this Schedule 3).

     Participants who made employee  contributions  under the Prior Plan and who
     elected to have their Prior Plan accrued benefit distributed when the Prior
     Plan was terminated have already received their employee contributions plus
     interest and therefore are not entitled to Accumulated Contributions.

     CONTRIBUTORY  PAST AND FUTURE  SERVICE.  Participants  under the Prior Plan
earned  different  amounts  benefit  service  before June 30, 1979  depending on

<PAGE>

                                   Page 4 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


whether they made or did not make employee contributions under that plan.

     A participant who made an employee  contribution  under the Prior Plan with
     respect to a year of vesting  service  (before June 30, 1979) earned a year
     of "Contributory Future Service" with respect to that year.

     A  participant  who did not make an employee  contribution  under the Prior
     Plan with  respect  to a year of vesting  service  (before  June 30,  1979)
     earned one half of a year of  "Contributory  Past  Service" with respect to
     that year.

     NON-CONTRIBUTORY  PENSION--  PORTION OF NEW PLAN  BENEFIT  THAT IS THE SAME
REGARDLESS OF EMPLOYEE CONTRIBUTIONS. The New Plan provided the same benefit for
all years of benefit  service  (before and after June 30,  1979) with respect to
Average  Final  Earnings  up to  $5,000.  That  benefit  is 1% of Final  Average
Earnings multiplied times all years of benefit service. The New Plan provides an
additional benefit of 1.5% of the participant's Final Average Earnings in excess
of $5,000 for all years of benefit  service  after June 30,  1979.  (See Section
3.7.2(a)(1) of this Schedule 3).

     CONTRIBUTORY  PENSION-- PORTION OF NEW BENEFIT THAT IS DIFFERENT  DEPENDING
ON  EMPLOYEE  CONTRIBUTIONS.  The New Plan  provides a  different  benefit  with
respect to Final Average Earnings in excess of $5,000 for benefit service before
June 30, 1979 depending on whether such service is  Contributory  Future Service
or Contributory Past Service.

     The benefit is 1.5% of Average Final  Earnings in excess of $5,000 for each
     year of  Contributory  Future  Service  (which  corresponds  to one year of
     vesting service).

     The benefit is 1.0% of Average Final  Earnings in excess of $5,000 for each
     year of  Contributory  Past  Service  (which  corresponds  to two  years of
     vesting service). (See Sections 3.7.2(a)(2) of this Schedule 3).


SECTION 3.3 DEFINITIONS

     Capitalized terms used in this Schedule 3 shall have the meanings set forth
in Article I of the MRB Plan  except  that the  following  terms  shall have the
meanings set forth below solely for purposes of this Schedule 3:

3.3.1 ACCUMULATED CONTRIBUTIONS.

<PAGE>

                                   Page 5 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (a)  "Accumulated   Contributions"  means  the  total  amount  of  employee
contributions  that  were  transferred  from the Prior  Plan to the  Duff-Norton
Salaried Plan,  pursuant to an election made by a Transferee  Participant  under
the termination  provisions of the Prior Plan, plus interest compounded annually
as follows:

          (1) For the period beginning from the date of transfer and ending June
     30, 1988, compounded annually at the rate of five percent per annum; and

          (2) With  respect  to Plan Years  beginning  on or after July 1, 1988,
     compounded annually at:

               (A) the rate of 120% of the Federal  mid-term  rate, as in effect
          under Section 1274 of the Code, from the first month of the Plan Year,
          until the date of reference, and

               (B) if the  Participant  has not yet attained age 65, at the rate
          described in Appendix  S3-A  regarding  factors used to determine  the
          Accumulated  Contribution component, for the period beginning with the
          date of reference and ending on the date on which the Participant will
          attain age 65.

     (b)  Notwithstanding  Section  3.3.1(a),  for purposes of  determining  the
amount of Accumulated  Contributions to be returned to the Participant  pursuant
to Section  3.6.3 , or to a  Beneficiary  pursuant to Section  3.11.3 , interest
shall  be  credited  as  set  forth  above,   but  without   regard  to  Section
3.3.1(a)(2)(B),  and shall  cease to be credited as of the first month for which
benefit  payments   commence  to  the  Participant,   or  his  spouse  or  other
Beneficiary.

3.3.2 ACTIVE DNSP PARTICIPANT means an individual who was an active  participant
in the  Duff-Norton  Salaried  Plan on March  31,  1998 and who was an  Eligible
Employee under the MRB Plan on April 1, 1998.

3.3.3  AFFILIATE . Reference in this Schedule 3 to an "Affiliate" of Duff-Norton
Company, Inc. or any other company shall mean an "affiliate" defined in a manner
analogous to the definition of "Affiliate" at Section 1.5 of the MRB Plan.

3.3.4  ALL-SERVICE  MRB PLAN BENEFIT means the Accrued  Benefit earned under the
MRB Plan by a DNSP  Participant  where the benefit is  calculated by taking into
account  both New Benefit  Service and DNSP  Benefit  Service.  The  all-service
benefit is calculated under the MRB Plan benefit formula applicable on and after
April 1, 1998, as set forth in Section 4.1 of the MRB Plan, both with respect to

<PAGE>

                                   Page 6 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


New Benefit  Service and with respect to DNSP Benefit  Service.  The all-service
benefit consists of two components, a DNSP Benefit and a Net MRB Plan Benefit.

3.3.5 COMPUTATION PERIOD means the 12-consecutive month period commencing on the
Employee's Original Hire Date and each anniversary thereof;  provided,  however,
that the  Computation  Period  shall switch to the  12-consecutive  month period
commencing on the  Employee's  Rehire Date and each  anniversary  thereof in the
case of an Employee who has a Rehire Date.

3.3.6  COMPUTATION  YEAR  means  each  nonoverlapping  year  consisting  of  any
12-consecutive  month period  ending no later than the end of the month in which
an Employee ceases to be an Employee.

3.3.7  CONTRIBUTORY  FUTURE SERVICE means a Participant's  Years of DNSP Vesting
Service  earned  through June 30, 1979,  with respect to which he made  employee
contributions  under the Prior Plan.  Contributory  Future  Service ceased to be
earned after June 30, 1979.

3.3.8 CONTRIBUTORY  PARTICIPANT means a Transferee Participant who made employee
contributions  before July 1, 1979 under the Prior Plan and who had  Accumulated
Contributions  on deposit in the Duff-Norton  Salaried Plan.  (Effective July 1,
1979, no further employee contributions were made to the Prior Plan.)

3.3.9 CONTRIBUTORY PAST SERVICE means one-half of a Participant's  Years of DNSP
Vesting Service earned through June 30, 1979, after the later of (1) the date he
attained  age 25,  or (2) the date on which he  reached  a rate of  Earnings  in
excess of $5,000 per year, and before the date on which he became a contributing
member under the Prior Plan. Contributory Past Service ceased to be earned after
June 30, 1979.

3.3.10 CONTRIBUTORY SERVICE means the sum of a Participant's Contributory Future
Service and Contributory Past Service.

3.3.11  DISABILITY  DATE means the first day of the month following the later of
(i) a  determination  of Total and  Permanent  Disability,  or (ii) the end of a
six-month period of Total and Permanent Disability.

3.3.12 DNSP ACTUARIAL EQUIVALENT . A benefit is the "DNSP Actuarial  Equivalent"
of another  benefit on a given date if the  actuarial  present  value of the two
benefits on that date are the same. DNSP Actuarial  Equivalence is determined on
the basis of the  actuarial  factors set forth in Appendix S3-A attached to this
Schedule 3.

<PAGE>

                                   Page 7 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


3.3.13 DNSP AVERAGE FINAL EARNINGS, means the average annual DNSP Earnings of a
DNSP Participant during the three consecutive  Computation Years of highest DNSP
Earnings during the last ten Computation  Years of employment as a DNSP Eligible
Employee,  except that the DNSP Average Final Earnings of a DNSP Participant who
retires before July 1, 1988 and after his Normal  Retirement Date shall be equal
to his Average Final Earnings  determined as of his Normal  Retirement Date. For
this purpose,  nonconsecutive  Computation Years interrupted by periods in which
the  DNSP  Participant  is not a DNSP  Eligible  Employee  shall be  treated  as
consecutive.  If the Participant does not have three full  Computation  Years of
DNSP Earnings, his DNSP Final Average Earnings shall be the amount determined by
dividing his DNSP Earnings by the number of years and fractional  years thereof.
DNSP Average  Final  Earnings are  calculated as if the  Participant  terminated
employment on March 31, 1998. DNSP Average Final Earnings are limited under Code
Section  401(a)(17) in the same manner as Final Average  Earnings  under the MRB
Plan, as provided in Section 1.21 of the MRB Plan.

3.3.14 DNSP BENEFIT  means the accrued  benefit under the  Duff-Norton  Salaried
Plan of a DNSP  Participant  determined on the assumption  that the  Participant
terminated  employment on the earlier of (i) his actual date of termination,  or
(ii)  March 31,  1998.  In the event that the  Participant  is  eligible  for an
All-Service  MRB Plan Benefit (as provided in Section  3.4.2(a) of this Schedule
3),  the  term  "DNSP  Benefit"  refers  to that  portion  of the  Participant's
All-Service  MRB Plan  Benefit  that is equal to the  benefit  described  in the
preceding sentence.

3.3.15 DNSP BENEFIT SERVICE is calculated in YEARS OF DNSP BENEFIT SERVICE which
equal the sum of the amounts determined under Sections 3.3.15(a) and 3.3.15(b).

     (a) Prior to January 1, 1976. For periods prior to January 1, 1976, an DNSP
Eligible  Employee  shall be credited  with Years of DNSP Benefit  Service under
rules similar to those used to determine Years of DNSP Vesting Service.

     (b) After  December 31, 1975.  For periods after December 31, 1975, an DNSP
Eligible Employee shall be credited with a Year of DNSP Benefit Service for each
Computation Period in which he or she completes 1000 Hours of Service as an DNSP
Eligible  Employee.  In  determining  a Year of DNSP Benefit  Service under this
Section 3.3.15(b),  break in service rules similar to those set forth in Section
2.2(c) of the MRB Plan shall be applied.  In addition,  in determining a Year of
DNSP Benefit Service under this Section 3.3.15(b),  the following rules shall be
applied:

          (1)  Fractional  Years.  An DNSP Eligible  Employee who completes less
     than 1,000 Hours of Service during a Computation Period in which he retires

<PAGE>

                                   Page 8 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     or  terminates  employment  with the DNSP  Employer for any reason shall be
     credited  with  a  fractional   Year  of  DNSP  Benefit  Service  for  such
     Computation  Period,  determined  on the  basis of whole  months,  with any
     portion  of a month of 15 days or more  counting  as a whole  month and any
     portion of a month of less than 15 days being disregarded.

          (2)   Special   Rule  for   Terminations   Prior  to  July  1,   1988.
     Notwithstanding  the  provision  of , an DNSP  Eligible  Employee  shall be
     credited  with  Years of DNSP  Benefit  Service  for Hours of Service on or
     after his Normal  Retirement Age only if he or she is credited with an Hour
     of Service on or after July 1, 1988.

     (c)  Special  Rule  for   Calculating   DNSP   Benefit   Service  in  1998.
Notwithstanding  any provision in the Plan to the contrary,  a DNSP  Participant
who is scheduled to work at least 1,000 hours per year, and whose  Computation
Period for the purpose of calculating  Benefit Service ends on a date other than
March 31, shall be granted DNSP Benefit Service for the period  beginning on the
day after the last day of the Computation Period ending immediately before March
31, 1998 and ending on March 31, 1998.  The DNSP Benefit  Service  granted under
the preceding  sentence shall equal a fraction of a Year of DNSP Benefit Service
(not  exceeding 1) where the  numerator is the number of days in such period and
the denominator is 365.

     (d) No  DNSP  Benefit  Service  Accrued  After  March  31,  1998.  No  DNSP
Participant shall accrue DNSP Benefit Service after March 31, 1998.

3.3.16  DNSP  DISABILITY  BENEFIT  means an  ancillary  benefit in the form of a
monthly payment beginning on a DNSP Participant's Disability Date and continuing
until the earlier of the  Participant's  Normal  Retirement  Date or the date on
which the  Participant  no  longer  has a Total and  Permanent  Disability.  The
benefit shall be in an amount equal to the Participant's DNSP Benefit calculated
as if the  Participant  terminated  employment  at the  time of  disability  but
without  actuarial  reduction for payment beginning before his Normal Retirement
Date.

3.3.17 DNSP EARLY  RETIREMENT  AGE . A DNSP  Participant  will attain DNSP Early
Retirement  Age on the later of date he attains age 55 and completes 15 Years of
DNSP Benefit Service, provided that he is an active Employee on that date.

3.3.18  DNSP EARLY  RETIREMENT  DATE means the first day of the  calendar  month
coincident with or next following the date on which a DNSP Participant  actually
retires,  if such date is prior to his Normal  Retirement  Date and after he has
attained DNSP Early Retirement Age.

<PAGE>

                                   Page 9 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


3.3.19 DNSP EARNINGS  MEANS,  with respect to any  Computation  Year,  the total
compensation  (excluding  overtime)  received by a DNSP Participant for services
rendered to Duff-Norton Company, Inc. or an Affiliate.  Earnings shall include a
DNSP Participant's salary deferrals made under another qualified retirement plan
of Duff-Norton  Company,  Inc. or an Affiliate,  pursuant to sections 401(k) and
402(g) of the Code.  DNSP Earnings are limited under Code Section  401(a)(17) in
the same manner as MRB Plan Earnings, as provided in Section 1.15 of the Plan.

3.3.20 DNSP ELIGIBLE  EMPLOYEE means a regular salaried  employee of Duff-Norton
Company,  Inc. or an Affiliate who at the time of reference was not covered by a
collective  bargaining  agreement  and was not covered by another  pension  plan
maintained by Duff-Norton Company, Inc. or an Affiliate.

3.3.21 DNSP EMPLOYEE means a common law employee of Duff-Norton Company, Inc. or
an Affiliate.

3.3.22 DNSP EMPLOYER means Duff-Norton  Company,  Inc. (renamed "Yale Industrial
Products,  Inc." on March 31, 1997) and any other corporation  during the period
when such other corporation was an Affiliate of Duff-Norton Company, Inc.

3.3.23 DNSP  PARTICIPANT may mean an Active DNSP Participant or an Inactive DNSP
Participant.

3.3.24  DUFF-NORTON  SALARIED  PLAN  means  The  Retirement  Plan  for  Salaried
Employees of the Duff-Norton  Companies which was merged into the Plan effective
June 30, 1998 and which is evidenced by the following documents:

     (a)  The  Retirement  Plan  for  Salaried   Employees  of  the  Duff-Norton
          Companies as amended and restated effective July 1, 1989,

     (b)  Amendment 1 effective as of April 19, 1996,

     (c)  Amendment 2 effective as of March 31, 1998, and

     (d)  Amendment 3 effective as of June 30, 1998.

     (e)  Amendment 4 effective as of various dates.

3.3.25 DNSP VESTING SERVICE . A DNSP  Participant  must have at least 5 years of
DNSP  Vesting  Service  (10 years if the  Participant  has not earned an Hour of
Service on or after July 1, 1989) in order to have a vested interest in his DNSP

<PAGE>

                                  Page 10 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


Benefit.  A DNSP  Participant  whose  employment  terminates  at a time when the
Participant  has no vested  interest in his DNSP  Benefit  will  receive no DNSP
Benefit under the MRB Plan. A Participant's DNSP Vesting Service is equal to the
sum of the amounts determined under Sections 3.3.25(a) and 3.3.25(b) below.

     (a) Prior to January 1, 1976.  For periods prior to January 1, 1976, a DNSP
Employee shall be credited with Years of DNSP Vesting Service in accordance with
the  provisions  of the Prior  Plan in effect  prior to  January  1,  1976.  The
foregoing  notwithstanding,  if a DNSP Employee's  continuous  service under the
Prior Plan was broken  during the period  January 1, 1960  through  December 31,
1975, and the DNSP Employee returns to the status of a DNSP Employee on or after
July 1, 1982, any Years of DNSP Vesting Service which were disregarded under the
terms of the Prior Plan in effect on December 31, 1975,  shall be counted  under
this Plan:

          (1) If the DNSP Employee had 10 or more Years of DNSP Vesting  Service
     before the break; or

          (2) If the DNSP  Employee  had  fewer  than 10  Years of DNSP  Vesting
     Service  before the break,  and the number of years  during which the break
     continued  is less  than  the  number  of  Years  of DNSP  Vesting  Service
     previously accumulated.

     (b) After  December 31, 1975.  For periods after December 31, 1975, an DNSP
Employee shall be credited with a Year of Vesting  Service for each  Computation
Period in which he or she completes 1000 Hours of Service as a DNSP Employee. In
determining  a Year of Vesting  Service under this Section  3.3.25(b),  break in
service rules similar to those set forth in Section 2.2(c) of the MRB Plan shall
be applied.

3.3.26 HOUR OF SERVICE .  Reference  in this  Schedule 3 to an "Hour of Service"
shall mean an "hour of service"  defined in a manner analogous to the definition
of "Hour of Service"  at Section  1.23 of the MRB Plan,  except that  "Employer"
shall mean  Duff-Norton  Company,  Inc.  and each  Affiliate  that  adopted  the
Duff-Norton Salaried Plan, and the equivalency rule set forth in Section 1.23(d)
of the MRB Plan shall not apply.

3.3.27  INACTIVE DNSP  PARTICIPANT  means any person who has an accrued  benefit
under the Duff-Norton  Salaried Plan on the Merger Date and who is not an Active
Yale  Participant.  If an Inactive Yale Participant  becomes a participant under
the MRB Plan after  April 1, 1998,  that  person's  rights  with  respect to any
benefit  accrued under the MRB Plan shall be determined  under the provisions of
the MRB Plan exclusive of this Schedule 3.

<PAGE>

                                  Page 11 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


3.3.28 MERGER DATE means June 30, 1998.

3.3.29 MRB PLAN  means the  Columbus  McKinnon  Corporation  Monthly  Retirement
Benefit Plan, as amended, of which this Schedule 3 is a part.

3.3.30 MRB PLAN BENEFIT means the entire benefit  payable to a DNSP  Participant
under the MRB Plan  including this Schedule 3. The MRB Plan Benefit of an Active
DNSP  Participant is determined  under Section 3.4.2. The MRB Plan Benefit of an
Inactive DNSP Participant is his DNSP Benefit.

3.3.31 NET MRB PLAN BENEFIT means the portion of DNSP Participant's  All-Service
MRB Plan Benefit that exceeds his DNSP Benefit. In making this calculation,  all
benefits are stated as Straight Life  Annuities  beginning at Normal  Retirement
Age.

3.3.32 NEW BENEFIT  SERVICE means Benefit  Service earned by a DNSP  Participant
after March 31, 1998 in accordance  with Section 2.3 of the MRB Plan as modified
by Section 3.4.5(b) of this Schedule 3.

3.3.33  NEW-SERVICE-ONLY MRB PLAN BENEFIT means the Accrued Benefit earned under
the MRB Plan by an Active DNSP Participant where the benefit is calculated by on
the basis of the  Participant's  New Benefit  Service,  his Earnings (within the
meaning of Article I of the MRB Plan) paid before and after March 31, 1998,  and
on the MRB Plan  benefit  formula  in  effect on and after  April 1,  1998.  The
Benefit   Service   taken  into   account   in   calculating   a   Participant's
New-Service-Only  MRB Plan  Benefit  shall not  exceed 35 years  reduced  by the
number of years of DNSP Benefit Service used to calculate the Participant's DNSP
Benefit.

3.3.34 NORMAL RETIREMENT DATE has the same meaning as in Section 1.26 of the MRB
Plan except that, when applied in determining a DNSP Benefit, it means the first
day  of the  month  following  attainment  of age 65  regardless  of  length  of
participation in the MRB Plan.

3.3.35 ORIGINAL HIRE DATE means the first date on which a DNSP Eligible Employee
performed an Hour of Service for a DNSP Employer.

3.3.36 PRIOR PLAN means the Duff-Norton Company,  Inc. Pension Plan for Salaried
Employees,  which  was  originally  effective  December  1,  1951 and  which was
terminated as of December 31, 1987.

3..3.37  PRIOR PLAN ACCRUED  BENEFIT  means the benefit  accrued under the Prior
Plan  as of  September  30,  1987,  based  on the  Participant's  average  final

<PAGE>

                                  Page 12 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


earnings, years of benefit service and contributory service as of that date. For
this purpose,  the earnings upon which average final  earnings are based are not
subject to the Code Section 401(a)(17)  limitation  described in Section 1.15 of
the MRB Plan.

3.3.38 REHIRE DATE means the date on which a DNSP Eligible  Employee is credited
with one Hour of Service following a 1-Year Break in Service.

3.3.39 TOTAL AND PERMANENT DISABILITY means, with respect to a DNSP Participant,
a disability  that  prevents him from engaging in any gainful  employment  for a
period  of six  consecutive  months  from  the  onset  of such  disability  and,
thereafter,  wholly  and  continuously  prevents  him from  engaging  in gainful
employment. For this purpose, disability shall be construed as any incapacity by
reason of a medically  determinable  physical or mental  impairment  that can be
expected  to be  permanent  and  that  is not a  result  of  [1]  self-inflicted
injuries,  [2] criminal acts for which the Participant is held accountable under
the law, or [3] military service.  To determine if the Participant  continues to
have a Total and  Permanent  Disability,  the  Participant  shall verify that he
qualifies for and is receiving  federal Social Security  disability  benefits or
submit to a medical  examination at reasonable  intervals  (not more  frequently
than semi-annually) to be conducted by a physician approved by the Committee. If
a Participant fails to verify his receipt of Social Security disability benefits
or refuses to be examined by the physician,  as the case may be, the Participant
shall be deemed not to have a Total Permanent Disability. Only DNSP Participants
who have  completed  10 or more Years of DNSP  Benefit  Service on or before the
Merger Date can have a Total and Permanent Disability within the meaning of this
Schedule 3.

3.3.40  TRANSFEREE  PARTICIPANT means a DNSP Participant who elected to transfer
his Prior Plan Accrued Benefit to the Duff-Norton Salaried Plan, pursuant to the
termination provisions of the Prior Plan.

3.3.41 SECTION  REFERENCES. A section  reference in this Schedule 3 refers to a
section in this  Schedule 3 unless it refers  explicitly  to the MRB Plan or the
Duff-Norton Salaried Plan. A reference to a section of the "Plan" is a reference
to the MRB Plan document exclusive of the schedules attached thereto.


SECTION 3.4 PARTICIPATION IN THE MRB PLAN

3.4.1 WHEN ACTIVE DNSP PARTICIPANTS BECOME "PARTICIPANTS" IN THE MRB PLAN. Each
Active DNSP Participant shall become an "Active  Participant" in the MRB Plan as
of April 1, 1998  regardless  of  whether  the  Participant  has met the age and
service  requirements  of Section 3.1 of the MRB Plan on that date.  An Inactive

<PAGE>

                                  Page 13 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


DNSP Participant shall not become an "Active Participant" in the MRB Plan except
as provided under the terms of the MRB Plan exclusive of this Schedule 3.

3.4.2 DETERMINATION OF MRB PLAN BENEFIT.

     (a) In General. Each Active DNSP Participant shall be eligible to receive a
MRB Plan Benefit equal to the larger of (1) or (2) where:

          (1)  is his All-Service MRB Plan Benefit, and

          (2)  is the sum of:

               (A)  his DNSP Benefit, plus

               (B)  his New-Service-Only MRB Plan Benefit.

     (b) How  Relative  Benefit Size Is  Determined.  For the purpose of Section
3.4.2, the relative sizes of a DNSP Participant's  All-Service MRB Plan Benefit,
his DNSP Benefit,  and his New-Service-Only MRB Plan Benefit shall be determined
as Straight Life Annuities commencing at Normal Retirement Age.

     (c) Participants  Hired After Age 59. If a Participant's  Normal Retirement
Date is  different  for his DNSP Benefit and his benefit  accrued  under the MRB
Plan (Participants hired by Duff-Norton after age 59), the relative sizes of the
benefits shall be determined as of the first day of the month coincident with or
next following the later of (i) the  Participant's  65th  birthday,  or (ii) the
fifth  anniversary of the Participant's  deemed  commencment of participation in
the MRB Plan. For the purpose of the preceding  sentence,  the Participant shall
be  deemed  to have  commenced  participation  in the MRB  Plan on the  date the
Participant  would have commenced  participation in that plan if the Participant
had been employed by Columbus McKinnon Corporation during the entrie period that
the Participant was employed by any sponsor of the DNSP Plan.

3.4.3 TIME WHEN MRB PLAN BENEFIT IS PAID.

     (a) In General. The MRB Plan Benefit of an Active DNSP Participant shall be
paid at a time  determined  under  Article  IV of the MRB  Plan  subject  to the
special rules of this Section 3.4.3.

     (b) Adjustment of DNSP Benefit to Reflect Time of Payment.  Notwithstanding
Section  3.4.3(a),  the DNSP Benefit portion of a MRB Plan Benefit payable to an

<PAGE>

                                  Page 14 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


Active DNSP Participant  shall be adjusted as provided in Section 3.8 to reflect
the time of payment.

     (c) Election of Lump Sum Distribution. If an otherwise eligible Active DNSP
Participant  elects  to have his DNSP  Benefit  paid as a Lump Sum  Payment  (as
provided in Section  3.9.3(b)),  that portion of his benefit shall be calculated
using the DNSP Actuarial  Equivalence  rules and early  retirement  distribution
rules contained in this Schedule 3.

     (d) Election of  Accumulated  Contributions  Distribution.  If an otherwise
eligible Active DNSP  Participant  elects to have his Accumulated  Contributions
paid as a Lump Sum Payment (as provided in Section  3.6.3),  that portion of his
benefit shall be calculated using the DNSP Actuarial Equivalence rules and early
retirement distribution rules contained in this Schedule 3.

3.4.4 FORM IN WHICH MRB PLAN BENEFIT IS PAID.

     (a) In General.  The MRB Plan Benefit of an Active DNSP  Participant may be
paid in any form permitted  under,  and shall be subject to all of the rules of,
Article V of the MRB Plan.

     (b) Adjustment of DNSP Benefit to Reflect Form of Payment.  Notwithstanding
Section  3.4.4(a),  the DNSP  Benefit  portion  of a MRB Plan  Benefit  shall be
adjusted  as provided in Section 3.9 if it is paid in a form other than a Single
Life Annuity.

3.4.5  DETERMINATION OF BENEFIT SERVICE. An Active DNSP  Participant's  Benefit
Service  (within the  meaning of Article I of the MRB Plan) shall be  determined
under Section 2.3 of the MRB Plan.  However,  in making such determination under
Section 2.3 of the MRB Plan, the following special rules apply:

     (a) DNSP Benefit Service.  The Participant's  Benefit Service determined as
of March  31,  1998  shall be deemed to equal  the  Participant's  DNSP  Benefit
Service determined as of that date.

     (b) New Benefit Service Pro Rated in 1998. The Participant  shall be deemed
to have earned 0.75 years of New Benefit Service during the period from April 1,
1998 through December 31, 1998 provided that the Participant  completes at least
750 Hours of Service as an Eligible Employee during that period.

3.4.6  DETERMINATION OF VESTING SERVICE. For the purpose of determining whether
an Active DNSP  Participant  is eligible  for an MRB Plan  Benefit,  and for the

<PAGE>

                                  Page 15 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


purpose of  determining  when an Active DNSP  Participant  is eligible for early
retirement  under the MRB Plan, the  Participant's  Vesting  Service (within the
meaning of Article I of the MRB Plan) shall be  determined  under Section 2.2 of
the MRB Plan.  However, in making the determination under Section 2.2 of the MRB
Plan, the Participant's  Vesting Service  determined as of January 1, 1999 shall
not be less than the sum of:

          (1)  his  DNSP  Vesting  Service  determined  on the  last  day of the
     Computation  Period  coincident  with or immediately  preceding  January 1,
     1999, plus

          (2) provided the  Participant is credited with at least 1,000 Hours of
     Service  during the 1998  calendar  year,  one  additional  year of Vesting
     Service.

3.4.7 OFFSET OF CERTAIN AMOUNTS  AGAINST MRB PLAN BENEFIT.  The MRB Plan Benefit
paid to a DNSP  Participant  shall be reduced by the DNSP  Actuarial  Equivalent
amount of [1]  Accumulated  Contributions  paid to the  Participant  pursuant to
Section 3.6.3,  and [2] benefits  payable to the  Participant  under any defined
benefit  pension plan to which  Duff-Norton  Company,  Inc. or an Affiliate made
contributions  (including  any such  plan  that has been  merged  into any other
plan),  to the extent that such benefits are  attributable  to the same years of
service as benefits included in the MRB Plan Benefit.


SECTION 3.5 MERGER OF DUFF-NORTON SALARIED PLAN INTO THE MRB PLAN

3.5.1 MERGER OF  DUFF-NORTON  SALARIED PLAN INTO THE MRB PLAN. The  Duff-Norton
Salaried Plan shall be merged into the MRB Plan on the Merger Date.

3.5.2 PAYMENT OF DUFF-NORTON SALARIED PLAN BENEFITS. Effective on and after the
Merger  Date,  the MRB Plan shall be  responsible  for  payment of all  benefits
accrued under the Duff-Norton Salaried Plan, including all such benefits in pay
status on the Merger Date.

3.5.3  CONFLICT  WITH  DUFF-NORTON  SALARIED  PLAN  DOCUMENTS. This  Schedule 3
reflects  the  authority  of the  MRB  Retirement  Committee  to  interpret  the
Duff-Norton  Salaried  Plan  with a view  toward  resolving  any  conflicts  and
ambiguities  that  exist  in  the  Duff-Norton  Salaried  Plan  documents.  If a
provision  in this  Schedule 3  conflicts  with an  unambiguous,  non-internally
conflicting   provision  of  the  Duff-Norton   Salaried  Plan  documents,   the
Duff-Norton  Salaried Plan documents shall govern. In all other instances,  this
Schedule 3 shall govern.

<PAGE>

                                  Page 16 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


SECTION 3.6 WHEN DNSP BENEFIT IS PAYABLE

3.6.1 INACTIVE DNSP PARTICIPANTS.

     (a)  Annuity  Starting  Date Before  Merger  Date.  The DNSP  Benefit of an
Inactive DNSP Participant whose Annuity Starting Date occurred before the Merger
Date shall  continue  to be paid after the Merger  Date in  accordance  with the
schedule of payment established on the Annuity Starting Date.

     (b) Annuity  Starting Date On or After Merger Date.  The DNSP Benefit of an
Inactive DNSP  Participant  whose  Annuity  Starting Date occurs on or after the
Merger  Date may be paid  beginning  on the  first  day of any  month  after the
Participant has attained age 55, as elected by the Participant,  but shall begin
no later than the Participant's Normal Retirement Date.

3.6.2 ACTIVE DNSP  PARTICIPANTS. The DNSP Benefit of an Active DNSP Participant
shall be paid at the time provided in Section 3.4.3 of this Schedule 3.

3.6.3 RETURN OF ACCUMULATED CONTRIBUTIONS.

     (a) Payment Before Retirement.  If a Contributory  Participant's employment
terminates  for any reason  other than death and he is not  eligible  for a DNSP
Benefit  that is  immediately  payable,  he may elect to receive a return of his
Accumulated Contributions credited with interest to the date as of which payment
is made.  The election may be made at any time after the  effective  date of the
termination  and before the  commencement  of his DNSP  Benefit.  Payment of the
Accumulated  Contributions  shall  be  made as soon  as  practicable  after  the
Participant files the election form with the Committee.

     (b) Election and Consent. A Contributory Participant's election to have his
Accumulated  Contributions  withdrawn at any time prior to  commencement  of his
DNSP  Benefit is subject to the notice,  waiver,  election  and spousal  consent
rules set forth in Section 5.2 of the MRB Plan and other relevant  provisions of
Article V of the MRB Plan.

     (c)  Effect of  Withdrawal.  If a  Contributory  Participant's  Accumulated
Contributions are withdrawn from this Plan, his DNSP Benefit shall be reduced as
provided in this Schedule 3.

<PAGE>

                                  Page 17 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


SECTION 3.7 COMPUTATION OF DNSP BENEFIT

3.7.1 IN GENERAL.

     (a)  Benefits  In Pay  Status On Merger  Date.  The DNSP  Benefit of a DNSP
Participant  whose Annuity  Starting Date occurred  before the Merger Date shall
continue to be paid after the Merger Date in  accordance  with the amount,  form
and schedule of payment established on the Annuity Starting Date.

     (b) Benefits  Not In Pay Status On Merger Date.  The DNSP Benefit of a DNSP
Participant whose Annuity Starting Date occurs on or after the Merger Date shall
be determined  using the DNSP Benefit  formula set forth in Section  3.7.2.  The
benefit so  determined  shall be adjusted to reflect time of payment as provided
in Section , and shall be further  adjusted  as provided in Section 3.9 if it is
payable in a form other than a Straight Life Annuity.

3.7.2 DNSP BENEFIT FORMULA.

     (a) Regular Benefit.  A Participant's DNSP Benefit shall be calculated as a
Straight Life Annuity beginning on the  Participant's  Normal Retirement Date in
an annual amount determined as follows:

     (1)  A "Non-Contributory Pension" equal to:

          (A)  1% of the  Participant's  Average Final Earnings not in excess of
               $5,000,  multiplied  by the  number of his Years of DNSP  Benefit
               Service, plus

          (B)  1-1/2% of the  Participant's  Average Final Earnings in excess of
               $5,000,  multiplied  by the  number of his Years of DNSP  Benefit
               Service after June 30, 1979;

                                      Plus

     (2)  A "Contributory Pension" computed through June 30, 1979 equal to:

          (A)  1-1"2% of the  Participant's  Average Final Earnings in excess of
               $5,000,  multiplied  by the  number of years of his  Contributory
               Future Service, plus

          (B)  1% of the  Participant's  Average  Final  Earnings  in  excess of

<PAGE>

                                  Page 18 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


               $5,000,  multiplied  by the  number of years of his  Contributory
               Past Service;

                                      Minus

     (3)  Either of the following applicable amounts (if applicable):

          (A)  Participants  Cashed  Out  of  Prior  Plan.  In  the  case  of  a
               Participant  who  participated in the Prior Plan but who is not a
               Transferee Participant,  his Prior Plan Accrued Benefit for which
               he or she received an annuity  contract or a lump sum  equivalent
               payment,  pursuant  to the  termination  provisions  of the Prior
               Plan, or

          (B)  Participants Who Withdrew Accumulated Contributions.  In the case
               of Participant  who was a Contributory  Participant on October 1,
               1987, and whose Accumulated  Contributions  were paid to him at a
               time when entitled only to such contributions, the portion of the
               normal   retirement   benefit   attributable   to  the  withdrawn
               Accumulated Contributions.  This reduction shall equal the normal
               retirement benefit payable as of the Normal Retirement Date based
               on the Participant's Accumulated Contributions as of the date the
               Accumulated  Contributions  were withdrawn plus interest  thereon
               from that date until his Normal  Retirement  Date as  provided in
               Section 3.3.1.

     (b) Minimum Benefit.

          (1) In General.  Notwithstanding  Section 3.7.2(a), the minimum amount
     of a  Participant's  normal  retirement  benefit  determined  under Section
     3.7.2(a)  above  shall  not be less  than  (i)  $210.00  multiplied  by the
     Participant's  Years of DNSP Benefit Service  credited for period beginning
     after September 18, 1994, plus (ii) $198.00 multiplied by the Participant's
     Years of DNSP  Benefit  Service  credited for periods  beginning  (or other
     periods)  before  September  19,  1994,  reduced  (iii) by the  "applicable
     amount" in Section 3.7.2(a)(3) if any.

          (2)  Accumulated   Contributions.   In  the  case  of  a  Contributory
     Participant  on October  1, 1987,  who has not  withdrawn  his  Accumulated
     Contributions  under this Plan, his normal  retirement  benefit shall in no
     event be less  than  the DNSP  Actuarial  Equivalent  of the  Participant's
     Accumulated Contributions stated as a Straight Life Annuity beginning as of
     the Participant's Normal Retirement Date.

<PAGE>

                                  Page 19 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (c) Service and Compensation Taken Into Account. The DNSP Benefit of a DNSP
Participant determined under this Section 3.7.2 shall be calculated on the basis
of  Years  of DNSP  Benefit  Service  and  DNSP  Earnings  determined  as if the
Participant terminated employment on March 31, 1998.

     (d)  Offset of  Benefits  from  Other  Plans.  The DNSP  Benefit  of a DNSP
Participant  determined  under this  Section  3.7.2 shall be reduced by the DNSP
Actuarial  Equivalent  amount of benefits  payable to the Participant  under any
other defined  benefit  pension plan to which  Duff-Norton  Company,  Inc. or an
Affiliate made contributions,  to the extent that such benefits are attributable
to the same years of service as benefits included in the DNSP Benefit.


SECTION 3.8 ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT

3.8.1 BENEFIT  COMMENCING ON NORMAL RETIREMENT DATE. A DNSP  Participant's  DNSP
Benefit  commencing  on his Normal  Retirement  Date  shall be his DNSP  Benefit
computed as provided  under  Section 3.7 without  adjustment  under this Section
3.8.

3.8.2 BENEFIT COMMENCING AFTER NORMAL RETIREMENT DATE.

     (a) In General.  A DNSP  Participant's  DNSP Benefit  commencing  after his
Normal  Retirement  Date shall be his DNSP  Benefit  computed as provided  under
Section 3.7 (with his DNSP  Average  Final  Earnings  and Years of DNSP  Benefit
Service determined as of his actual retirement date or March 31, 1998, whichever
is earlier), actuarially adjusted as provided in Section 4.2(c) of the MRB Plan,
and further adjusted (if applicable) as provided in Section 3.8.2(b).

     (b) Special  Adjustment  for  Contributory  Participants.  In the case of a
Contributory Participant, the offset in Section 3.7.2(a)(3)(B), if any, shall be
determined by crediting interest on the Accumulated  Contributions to the actual
retirement date and converting the Participant's  Accumulated Contributions to a
Straight Life Annuity pension payable immediately.

3.8.3 BENEFIT COMMENCING ON DNSP EARLY RETIREMENT DATE.

     (a) In General.  A DNSP  Participant  who retires after attaining his Early
Retirement Age shall be eligible to receive,  commencing on the first day of any
month on or after his  retirement  and  before his Normal  Retirement  Date,  as
elected by the  Participant,  a benefit  computed as provided in Section 3.7 but
based upon his DNSP Average  Final  Earnings  and Years of DNSP Benefit  Service

<PAGE>

                                  Page 20 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


determined as of his DNSP Early Retirement Date. The benefit so determined shall
be unreduced  under this Section 3.8 if payment begins on or after the first day
of the month following the Participant's 62nd birthday. However, for each of the
first 48 months that payment  precedes the first day of the month  following the
Participant's  62nd  birthday the benefit  shall be reduced by 1/3 of 1 percent,
and for each month that payment  precedes  the first day of the month  following
the Participant's 58th birthday,  the benefit shall be further reduced by 1/2 of
1 percent.

     (b) Special  Adjustment  for  Contributory  Participants.  In the case of a
Contributory Participant, the offset in Section 3.7.2(a)(3)(B), if any, shall be
determined  by  crediting  interest  on  the  Accumulated  Contributions  to the
Participant's  Normal  Retirement Date in the manner described in Section 3.3.1,
treating  the Annuity  Starting  Date as the date of  reference  and  projecting
interest after the date of reference to the Normal  Retirement  Date as provided
in Section 3.3.1(a)(2).

3.8.4 DEFERRED VESTED BENEFIT COMMENCING BEFORE NORMAL RETIREMENT DATE.

     (a) In General.  A DNSP Participant  whose employment  terminates before he
attains his DNSP Early Retirement Age, but who has completed at least 5 Years of
DNSP Vesting Service, shall be eligible to receive,  commencing on the first day
of any month on or after his 55th  birthday,  as elected by the  Participant,  a
benefit  computed as  provided  in Section  3.7 but based upon his DNSP  Average
Final Earnings and Years of DNSP Benefit Service determined as of his employment
termination  date. If benefit  payment  begins before the  Participant's  Normal
Retirement  Date,  the amount of the  Participant's  benefit shall be reduced as
provided in Section III of Appendix S3-A.

     (b)  Prior  Payment  of  Accumulated  Contributions.   In  the  case  of  a
Contributory Participant, the offset in Section 3.7.2(a)(3)(B), if any, shall be
determined  by  crediting  interest  on  the  Accumulated  Contributions  to the
Participant's  Normal  Retirement Date in the manner described in Section 3.3.1,
treating  the Annuity  Starting  Date as the date of  reference  and  projecting
interest after the date of reference to the Normal  Retirement  Date as provided
in Section 3.3.1(a)(2).

SECTION 3.9 FORM OF DNSP BENEFIT

3.9.1 IN GENERAL.

     (a) Annuity  Starting Date Before  Merger Date.  The form of payment of the
DNSP Benefit of a DNSP  Participant  whose Annuity Starting Date occurred before
the Merger Date shall  continue  unchanged by this  Schedule 3 (except as may be

<PAGE>

                                  Page 21 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


provided under Section 3.10 concerning reemployment).

     (b) Annuity  Starting Date on or after Merger Date.  The form of payment of
the DNSP Benefit of a DNSP Participant  whose Annuity Starting Date occurs on or
after the Merger Date shall be paid in the normal form determined  under Section
3.9.2 or an optional form determined  under Section 3.9.3 as elected by the DNSP
Participant.  Payment  of the  benefit  in an  optional  form is  subject to the
notice, waiver, election and spousal consent rules and other relevant provisions
of Article V of the MRB Plan.

3.9.2 NORMAL FORM OF PAYMENT .

     (a)  Unmarried  DNSP  Participants.  The normal  form of payment for a DNSP
Participant  who is not married on his Annuity  Starting Date is a Straight Life
Annuity.

     (b)  Married  DNSP  Participants.  The normal  form of  payment  for a DNSP
Participant who is married on his Annuity Starting Date is a Qualified Joint and
Survivor Annuity that is the Actuarial Equivalent of a Straight Life Annuity.

3.9.3  OPTIONAL FORM OF PAYMENT.  Subject to the  provisions of Article V of the
MRB Plan, a DNSP  Participant  may elect,  in lieu of his normal form of payment
provided  under Section  3.9.2,  one of the optional  forms of payment  provided
under this Section 3.9.3.

     (a) MRB Plan Option.  Any optional form of payment  available under Section
5.2(c) of the MRB Plan, where the benefit is first calculated as a Straight Life
Annuity  under  this  Schedule 3 and then  converted  into an  optional  form of
payment using the appropriate  "Actuarial  Equivalent  Factor"  determined under
Appendix A of the MRB Plan.

     (b) Lump Sum  Payment.  DNSP  Participants  who  have  attained  age 55 and
eligible for early  retirement  (15 or more Years of DNSP  Benefit  Service) may
elect a lump sum payment  that is the DNSP  Actuarial  Equivalent  of their DNSP
Benefit.  In the event that a DNSP  Participant  elects to have his DNSP Benefit
paid as a lump sum and the remainder of his MRB Plan Benefit has a present value
of $5,000 or less, the DNSP  Participant may further elect to have the remainder
of his MRB Plan Benefit paid as a lump sum. The preceding  sentence shall not be
effective unless the Company has received a favorable  determination letter from
the Internal  Revenue  Service with  respect to this  Schedule 3 including  this
Section 3.9.3(b).

     (c)  Accumulated  Contributions.  A Contributory  Participant  may elect to

<PAGE>

                                  Page 22 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


receive a return of his Accumulated  Contributions credited with interest to the
date as of which  payment is made. In the event that the  Participant  elects to
receive a lump sum distribution of his Accumulated Contributions,  the remaining
portion of his DNSP Benefit may be paid in any form permitted under this Section
3.9.

3.9.4 CASH-OUT OF MINIMUM BENEFIT.

     (a) Mandatory Distribution. In the event that the Employee status of a DNSP
Participant terminates at a time when the lump sum present value of his MRB Plan
Benefit  determined under Section 3.4.2 is $5,000 or less, the Participant shall
be paid the benefit in a single sum as soon as  practicable,  as provided  under
Section 5.4 of the MRB Plan.

     (b) Survivor Benefits. Rules similar to those set forth in Section 3.9.4(a)
shall apply with respect to a survivor benefit payable to a spouse.

     (c) Payment After Annuity  Starting  Date.  No  distribution  shall be made
under to this Section 3.9.3 after the DNSP  Participant's  Annuity Starting Date
unless  the  DNSP   Participant  and  his  spouse  consent  in  writing  to  the
distribution.


SECTION 3.10 REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS

3.10.1  SUSPENSION OF BENEFIT  PAYMENTS. If a DNSP Participant is reemployed as
an Employee after the DNSP  Participant has begun to receive payment of his DNSP
Benefit,  payment of such benefit shall cease until the DNSP  Participant  is no
longer an Employee (subject to required minimum  distributions as provided under
Section 5.5 of the MRB Plan), in accordance with Article VI of the MRB Plan.


SECTION 3.11 SURVIVOR BENEFITS

3.11.1 PRERETIREMENT SPOUSE'S BENEFIT.

     (a)  Eligibility  for Benefit.  The spouse of a DNSP  Participant  shall be
entitled to a preretirement  spouse's benefit determined under Section 3.11.1(b)
if each of the following conditions are met:

          (1) The DNSP Participant dies before his Annuity Starting Date.

          (2) The DNSP Participant's service terminates after he has completed 5

<PAGE>

                                  Page 23 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     or more Years of DNSP Vesting Service, or the DNSP Participant is otherwise
     vested in his benefit.

          (3) The spouse is married to the DNSP  Participant  on the date of his
     death and has been married to him for at least 90 days.

          (4) The spouse is living on the date on which the benefit commences.

     (b)  Amount of  Benefit.  The  preretirement  spouse's  benefit  shall be a
monthly benefit payable to the spouse beginning on the later of the first day of
the month after the Participant's  death or the first day of the month after the
Participant  would  have  attained  age  55 in an  amount  determined  as if the
Participant  had  terminated  employment  on the date of his  death  (or  actual
termination  if  earlier)  survived  until the date  benefits  begin,  elected a
Qualified Joint and Survivor Annuity and died the following day. A preretirement
spouse's benefit beginning before the Participant's Normal Retirement Date shall
be reduced as provided under Section 3.8.3.  Notwithstanding the foregoing,  the
surviving spouse may elect to delay the commencement of benefits until any later
date up to and including the Participant's Normal Retirement Date.

3.11.2 SPECIAL PRERETIREMENT SPOUSE'S BENEFIT. In the event that the Participant
dies after attaining his Normal  Retirement Age, or dies while still an Employee
and  after  completing  at  least  15 Years  of DNSP  Benefit  Service,  and his
surviving  spouse is entitled to a preretirement  spouse's benefit under Section
3.11.1, the benefit shall be determined as provided in Section 3.11.1(b), except
that the  benefit  shall  commence on the first day of the month  following  the
Participant's  death,  there shall be no  actuarial  reduction on account of the
benefit  commencing  before the  Participant's  Normal  Retirement Date, and the
amount of the benefit shall be determined taking into account the age difference
between the Participant and spouse only to the extent that it exceeds 5 years.

3.11.3 RETURN OF ACCUMULATED CONTRIBUTIONS.

     (a) Participant Dies before Annuity Starting Date.

          (1) In General. If a Contributory  Participant dies before his Annuity
     Starting  Date (and no  preretirement  spouse's  benefit is  payable  under
     Section   3.11.1  or  Section   3.11.2)   the   Participant's   Accumulated
     Contributions  shall  be  paid  to his  designated  Beneficiary  except  as
     provided in Section 3.11.3(a)(2).

          (2) Special  Benefit.  If a Contributory  Participant  dies before his

<PAGE>

                                  Page 24 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     Annuity  Starting  Date but after  attaining his Normal  Retirement  Age or
     completing at least 15 Years of DNSP Benefit Service (and no  preretirement
     spouse's   benefit  is  payable  under   Section   3.11.1  or  3.11.2)  the
     Participant's  designated  Beneficiary may elect by written notice given to
     the  Committee  to  receive,  instead  of  the  Participant's   Accumulated
     Contributions,  60  monthly  payments  equal  to the  monthly  payment  the
     Participant would have received as a Contributory Pension (calculated under
     Section  3.7.2(a)(2))  had he  retired on the first day of the month of his
     death, or the DNSP Actuarial  Equivalent value of such payments  determined
     under Section 3.9.4 as a lump sum.

     (b)  Participant   Dies  After  Annuity   Starting  Date.  If  Contributory
Participant and his spouse (if any) die before receipt of 60 monthly payments of
Contributory  Pension (and no optional form of benefit was elected under Section
3.9.3)  payment  of  Contributory  Pension  shall be made for the  balance of 60
months to the Participant's  designated  Beneficiary.  The Beneficiary may elect
payment in a lump sum. Payments to Participant,  spouse (if any) and Beneficiary
shall not be less than  Accumulated  Contributions  as of the  Annuity  Starting
Date.

<PAGE>

                                  Page 25 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


SECTION 3.12 DISABILITY BENEFITS

3.12.1 DNSP PARTICIPANTS  RECEIVING  DISABILITY  BENEFITS ON MERGER DATE. A DNSP
Participant  who is  receiving a DNSP  Disability  Benefit as of the Merger Date
shall  continue to receive that benefit until the earlier [1] the  Participant's
Normal retirement Date or [2] the date on which the Participant ceases to have a
Total and  Permanent  Disability.  Upon  attaining  Normal  Retirement  Age, the
Participant shall commence a his DNSP Benefit payable in the form elected by the
Participant  at that time as  provided  in  Section  3.9 . In the event that the
Participant  dies  before his  Annuity  Starting  Date with  respect to his DNSP
Benefit,  no further  benefit  shall be  payable  except as may be  provided  in
Section  3.11.  In the  event  that the  Participant  ceases to have a Total and
Permanent  Disability  before his Normal  Retirement  Date, the DNSP  Disability
Benefit shall cease.

3.12.2  DNSP  PARTICIPANTS  WHO  ARE  DISABLED  ON  THE  MERGER  DATE. A  DNSP
Participant who has had a Total and Permanent  Disability on the Merger Date but
has not had a Disability  Date on or before the Merger Date shall be entitled to
a DNSP Disability Benefit provide the Participant has a Disability Date within 6
months  following the Merger Date. The DNSP Disability  Benefit shall be subject
to the rules described in Section 3.12.1.


3.12.3  DNSP  PARTICIPANTS  WHO ARE NOT  DISABLED  ON THE  MERGER  DATE. A DNSP
Participant  who does not have a Total and  Permanent  Disability  on the Merger
Date but shall not be entitled  to a DNSP  Disability  Benefit  even though such
Participant may become disabled at a later time.


<PAGE>

                                  Page 26 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



                                  APPENDIX S3-A
                                  -------------
          
                   ACTUARIAL ASSUMPTIONS, TABLES AND FACTORS
                   -----------------------------------------

                           FOR COMPUTING PLAN BENEFITS
                           ---------------------------


I.   Lump Sum Factors.

     Lump sum  equivalencies  of  annuities  shall be  determined  by using  the
     following mortality and interest assumptions:

     (1) Mortality:  The 1983 Group Annuity  Mortality Table with a 50% male/50%
     female blend.

     (2)  Interest:  The  interest  rate used for a given Plan Year shall be the
     annual  interest  rate on 30-year  United  States  Treasury  securities  as
     determined  by the  Internal  Revenue  Service  for the  month of  February
     preceding the Plan Year.

     Notwithstanding  the foregoing,  the lump sum equivalency of a benefit paid
     before  July 1, 1999  shall  not be less  than the lump sum  amount of such
     benefit  determined as provided above but with the interest rate determined
     as of the last day of the calendar  quarter  preceding the date of the lump
     sum distribution.

II.  Factors  for  Determining  Accrued  Pension   Attributable  to  Accumulated
     Contributions.

     The  actuarial  assumptions  described in Section I of this  Appendix  S3-A
     shall  apply  in  determining  the  Accrued   Pension   attributable  to  a
     Contributory  Participant's  Accumulated  Contributions  as  of a  date  of
     reference,  except  that  no  mortality  shall  be  assumed  prior  to  the
     Participant's Normal Retirement Date.

III. Other Conversion Table .

     Following (on the next page) is the table and actuarial bases that apply in
     determining the reduction for a Deferred Vested Pension:


<PAGE>

                                  Page 27 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



                  Unisex Reduction Factors for Commencement of
                  --------------------------------------------

                      Vested Deferred Pension Before Age 65
                      -------------------------------------

                                                    Vested Deferred
                                                       Reduction
                                                        Factors*

                    Age of Employee                   Unisex Factor

                          55                             .3971
                          56                             .4316
                          57                             .4699
                          58                             .5126
                          59                             .5601
                          60                             .6134
                          61                             .6730
                          62**                           .7556
                          63**                           .8161
                          64**                           .9022
                          65                            1.0000
                                             
*    Based on 6%  interest  and the 1979 George B. Buck  Mortality  Table with a
     male/female mix of 85:15.

**   If 15 or more Years of DNSP Benefit Service, factor is 1.000.


<PAGE>

                                  Page 28 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



                                  APPENDIX S3-B
                                  -------------

           TRANSFERS FROM SPRECKELS SUGAR COMPANY, INC. PENSION PLAN
           ---------------------------------------------------------


     This Appendix S3-B shall apply to each  Participant who, prior to April 19,
1996, was a participant in the Spreckels Sugar Company,  Inc.  Pension Plan (the
"Spreckels  Plan"),  who  became  eligible  to  participate  in the  Duff-Norton
Salaried  Plan as of April 19, 1996,  and with respect to whom there has been an
asset transfer  representing  benefits accrued under the Spreckels Plan from the
Spreckels Plan to the Duff-Norton Salaried Plan.

I.   Definitions. Except  as  provided  below,  all  definitions  set forth in
     Schedule 3 shall  apply to this  Appendix  S3-B.  The  following  special
     definitions shall apply for purposes of this Appendix S3-B:

     (1)  "Normal Form" means:

          (a)  with respect to a Transferred  Participant  who is not married on
               his or her  Annuity  Starting  Date,  the  portion  of his or her
               Pension which  constitutes his or her Spreckels  Benefit shall be
               payable in the form of a "Five-Year Certain and Life Pension" (as
               this term is defined by the Spreckels Plan, and

          (b)  with respect to a Transferred  Participant  who is married on his
               or her Annuity Starting Date, his or her Pension shall be payable
               in the form of a 50% Joint and Survivor  Pension,  and his or her
               Spouse shall be the Beneficiary.

     (2)  "Spreckels  Benefit"  means the monthly  benefit  described in Section
          III, below.

     (3)  "Spreckels  Normal  Retirement  Age"  means,  solely  with  respect to
          determining  a  Transferred  Participant's  benefits  pursuant to this
          Appendix  S3-B,  the  later  of  (a)  age  65 or  (b)  the  age of the
          Transferred  Participant on the fifth  anniversary of the  Transferred
          Participant's initial participation in the Spreckels Plan.

     (4)  "Spreckels Plan" means the Spreckels Sugar Company,  Inc. Pension Plan
          as in effect on April 19, 1996.

   
<PAGE>

                                  Page 29 of Schedule 3 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan

                                                                   
     (5)  "Spreckels  Participant"  means a DNSP Participant who became eligible
          to participate in the Duff-Norton Salaried Plan on April 19, 1996, and
          for whom a transfer of assets and liabilities  from the Spreckels Plan
          has occurred.

II.  Benefits  Payable Under The  Duff-Norton  Salaried  Plan .  Notwithstanding
     anything to the  contrary in this  Schedule 3, a Spreckels  Participant's
     DNSP Benefit shall be equal to the greater of the amount  determined  under
     (a) or (b), where:

     (a)  is the sum of (i) his DNSP Benefit  determined under this Schedule 3
          counting  only  service  on or after  April  19,  1996  plus  (ii) his
          Spreckels Benefit, and where

     (b)  is his DNSP  Benefit  determined  under this  Schedule 3 taking into
          account  all  of  the   Spreckels   Participant's   service  with  the
          Duff-Norton  Company,  Inc. and  Affiliates to the extent such service
          would be taken into account under the Duff-Norton Salaried Plan.

III. Calculation  of  Spreckels   Benefit  .  The  Spreckels  Benefit  shall  be
     determined for each Spreckels  Participant.  The Spreckels Benefit shall be
     equal to the Spreckels  Participant's accrued benefit in the Spreckels Plan
     as of April 19, 1996, calculated under Article 5 of the Spreckels Plan.

IV.  Early Retirement Benefits . If a Spreckels  Participant's  employment as an
     Employee  terminates prior to his or her Spreckels  Normal  Retirement Age,
     the  Spreckels  Participant  may elect to  receive  the  amount of his DNSP
     Benefit equal to his Spreckels  Benefit as an early  retirement  benefit if
     the Spreckels  Participant  satisfies the requirements set forth in Section
     4.2 of the  Spreckels  Plan.  The amount of this early  retirement  benefit
     shall  be  determined  in  accordance  with  Sections  4.2  and  5.4 of the
     Spreckels  Plan and his or her Spreckels  Benefit shall be adjusted for the
     early retirement reduction factors contained therein.

V.   Forms of Benefit . Unless a Spreckels  Participant  elects  otherwise,  the
     amount of his DNSP Benefit equal to his or her  Spreckels  Benefit shall be
     paid in the Normal Form  determined  under  Section  3.9.2.  At the time of
     payment of his  Spreckels  Benefit,  a Spreckels  Participant  may elect to
     receive this benefit in any optional form available  under Article 6 of the
     Spreckels Plan, calculated as provided under the Spreckels Plan.

501814.3


<PAGE>


                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                                   SCHEDULE 4

                    DUFF-NORTON COMPANY, INC. RETIREMENT PLAN
                         FOR WADESBORO HOURLY EMPLOYEES
             MERGER INTO MRB PLAN, TREATMENT OF FORMER PARTICIPANTS

                         Schedule 4 -- Table of Contents

 SECTION 4.1  INTRODUCTION..........................................        1

 SECTION 4.2  DEFINITIONS...........................................        2

              4.2.1   Active Wadesboro Participant..................        2
              4.2.2   Affiliate.....................................        2
              4.2.3   Computation Period............................        2
              4.2.4   Disability Date...............................        3
              4.2.5   Hour of Service...............................        3
              4.2.6   Inactive Wadesboro Participant................        3
              4.2.7   Merger Date...................................        3
              4.2.8   MRB Plan......................................        3
              4.2.9   MRB Plan Benefit..............................        3
              4.2.10  New Benefit Service...........................        3
              4.2.11  New-Service-Only MRB Plan Benefit.............        3
              4.2.12  Normal Retirement Date........................        4
              4.2.13  Original Hire Date............................        4
              4.2.14  Rehire Date...................................        4
              4.2.15  Total and Permanent Disability................        4
              4.2.16  Wadesboro Actuarial Equivalent................        4
              4.2.17  Wadesboro Benefit.............................        4
              4.2.18  Wadesboro Benefit Service.....................        5
              4.2.19  Wadesboro Disability Benefit..................        6
              4.2.20  Wadesboro Early Retirement Age................        6
              4.2.21  Wadesboro Early Retirement Date...............        6
              4.2.22  Wadesboro Eligible Employee...................        6
              4.2.23  Wadesboro Employee............................        6
              4.2.24  Wadesboro Employer............................        6
              4.2.25  Wadesboro Participant.........................        6
              4.2.26  Wadesboro Hourly Plan.........................        6
              4.2.27  Wadesboro Vesting Service.....................        7
              4.2.28  Section References............................        7



<PAGE>


                         Schedule 4 -- Table of Contents
                                                                          Page


SECTION 4.3  PARTICIPATION IN THE MRB PLAN................................  7

             4.3.1    When Active Wadesboro Participants Become "Participants"
                      in the MRB Plan.....................................  7
             4.3.2    Determination of MRB Plan Benefit.................... 8
             4.3.3    Time When MRB Plan Benefit is Paid................... 8
             4.3.4    Form in Which MRB Plan Benefit Is Paid..............  8
             4.3.5    Determination of Benefit Service....................  8
             4.3.6    Determination of Vesting Service..................... 9
             4.3.7    Offset of Certain Amounts against MRB Plan Benefit... 9

SECTION 4.4  MERGER OF WADESBORO HOURLY PLAN INTO THE MRB PLAN............  9

             4.4.1    Merger of Wadesboro Hourly Plan into the MRB Plan...  9
             4.4.2    Payment of Wadesboro Hourly Plan Benefits..........   9
             4.4.3    Conflict With Wadesboro Hourly Plan Documents.......  9

SECTION 4.5  WHEN WADESBORO BENEFIT IS PAYABLE............................ 10

             4.5.1    Inactive Wadesboro Participants..................... 10
             4.5.2    Active Wadesboro Participants....................... 10

SECTION 4.6  COMPUTATION OF WADESBORO BENEFIT............................. 10

             4.6.1    In General.......................................... 10
             4.6.2    Wadesboro Benefit Formula........................... 10

SECTION 4.7  ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT............. 11

             4.7.1    Benefit Commencing on Normal Retirement Date........ 11
             4.7.2    Benefit Commencing After Normal Retirement Date..... 11
             4.7.3    Benefit Commencing On Wadesboro Early Retirement
                      Date................................................ 11
             4.7.4    Deferred Vested Benefit Commencing Before Normal
                      Retirement Date..................................... 12

SECTION 4.8  FORM OF WADESBORO BENEFIT.................................... 12

             4.8.1    In General.......................................... 12
             4.8.2    Normal Form of Payment.............................. 12
             4.8.3    Optional Form of Payment............................ 13
             4.8.4    Cash-out of Minimum Benefit........................  13



<PAGE>


                         Schedule 4 -- Table of Contents
                                                                          Page


SECTION 4.9  REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS.................. 13

             4.9.1    Suspension of Benefit Payments...................... 13
     
SECTION 4.10 SURVIVOR BENEFITS............................................ 13

             4.10.1   Preretirement Spouse's Benefit...................... 13
             4.10.2   Special Preretirement Spouse's Benefit.............. 14

SECTION 4.11 DISABILITY BENEFITS.......................................... 15

             4.11.1   Wadesboro Participants Receiving Disability 
                      Benefits on Merger Date............................. 15
             4.11.2   Wadesboro Participants Who Are Disabled on 
                      the Merger Date..................................... 15
             4.11.3   Wadesboro Participants Who Are Not Disabled
                      on the Merger Date.................................. 15

APPENDIX S4-A -- ACTUARIAL ASSUMPTIONS, TABLES AND FACTORS................ 16

             I.       Lump Sum Factors.................................... 16
             II.      Other Conversion Tables............................. 16





<PAGE>



                          COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                                    SCHEDULE

                    Duff-Norton Company, Inc. Retirement Plan
                         for Wadesboro Hourly Employees
             Merger into MRB Plan, Treatment of Former Participants



SECTION 4.1  INTRODUCTION

     Columbus  McKinnon   Corporation  (the  "Company")   acquired  all  of  the
outstanding stock of Duff-Norton Company, Inc. on January 3, 1997. At that time,
Duff-Norton  maintained several defined benefit pension plans covering different
groups of its employees.  One of these plans was the Duff-Norton  Company,  Inc.
Retirement Plan for Wadesboro  Hourly  Employees (the "Wadesboro  Hourly Plan").
The Company wishes to consolidate the defined benefit pension plans covering its
nonunion employees. In furtherance of that goal, the Company has:

o       Caused the Wadesboro Hourly Plan to be amended to discontinue benefit
        accruals effective March 31, 1998,

o       Extended  coverage  under  the  Columbus  McKinnon  Corporation  Monthly
        Retirement  Benefit Plan (the "MRB Plan") to Employees covered under the
        Wadesboro Hourly Plan effective April 1, 1998, and

o       Authorized the merger of the Wadesboro Hourly Plan into the MRB Plan on 
        June 30, 1998.

     This Schedule provides special rules pursuant to which  participants in the
Wadesboro  Hourly Plan will  participate  in the MRB Plan  beginning on April 1,
1998.  Pursuant to the  provisions  of this Schedule , Employees who were active
participants in the Wadesboro Hourly Plan on March 31, 1998:

o       will be granted Vesting Service (but not Benefit  Service) under the MRB
        Plan as of April 1,  1998  equal  to  service  earned  under  under  the
        Wadesboro Hourly Plan before April 1, 1998,

o       will receive a benefit under the MRB Plan equal to the sum of:

        o        the benefit accrued under the Wadesboro Hourly Plan as of March
                 31, 1998 (their "Wadesboro Benefit"), plus

        o        the benefit accrued under the MRB Plan with respect to service
                 


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                                   Page 2 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



                earned  after March 31,  1998(their  "New-Service-Only  MRB Plan
                Benefit"),

o       will be entitled to:

        o       receive  their  entire  MRB Plan  benefit at the time and in the
                form provided under the MRB Plan.

     In addition,  this Schedule provides for the merger of the Wadesboro Hourly
Plan into the MRB Plan effective June 30, 1998.  Employees and former  employees
who were inactive  participants  in the Wadesboro  Hourly Plan on March 31, 1998
and who did not become Active Participants in the MRB Plan on April 1, 1998 will
receive their  Wadesboro  Benefit at the time and in the form provided under the
Wadesboro Hourly Plan, but will receive that benefit from the MRB Plan after the
plan merger.

     This  Schedule  should be  construed  so as to achieve its  purposes as set
forth in this  Introduction  including the  preservation of benefits and benefit
forms  accrued  under  the  Wadesboro  Hourly  Plan  and  the  avoidance  of the
duplication of benefits under the MRB Plan and the Wadesboro Hourly Plan for the
same periods of Benefit Service.

     This  Section 2.1 is  intended  merely as an  overview  and actual  benefit
calculations shall be made on the basis of the rules set forth in the subsequent
sections of this Schedule 2.


SECTION 4.2  DEFINITIONS

        Capitalized  terms used in this  Schedule  shall have the  meanings  set
forth in Article I of the MRB Plan  except that the  following  terms shall have
the meanings set forth below solely for purposes of this Schedule 4:

4.2.1  Active  Wadesboro  Participant  means  an  individual  who was an  active
participant  in the  Wadesboro  Hourly  Plan on  March  31,  1998 and who was an
Eligible Employee under the MRB Plan on April 1, 1998.

4.2.2  Affiliate.  Reference in this Schedule 4 to an "Affiliate" of Duff-Norton
Company, Inc. or any other company shall mean an "affiliate" defined in a manner
analogous to the definition of "Affiliate" at Section 1.5 of the MRB Plan.

4.2.3 Computation Period means the 12-consecutive month period commencing on the
Employee's Original Hire Date and each anniversary  thereof;  provided, however,


<PAGE>


                                   Page 3 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



that the  Computation  Period  shall switch to the  12-consecutive  month period
commencing on the  Employee's  Rehire Date and each  anniversary  thereof in the
case of an Employee who has a Rehire Date.

4.2.4  Disability  Date means the first day of the month  following the later of
(i) a  determination  of Total and  Permanent  Disability,  or (ii) the end of a
six-month period of Total and Permanent Disability.

4.2.5 Hour of  Service.  Reference  in this  Schedule 4 to an "Hour of  Service"
shall mean an "hour of service"  defined in a manner analogous to the definition
of "Hour of Service"  at Section  1.23 of the MRB Plan,  except that  "Employer"
shall mean  Duff-Norton  Company,  Inc.  and each  Affiliate  that  adopted  the
Wadesboro, and the equivalency rule set forth in Section 1.23(d) of the MRB Plan
shall not apply.

4.2.6 Inactive Wadesboro Participant means any person who has an accrued benefit
under the  Wadesboro  Hourly  Plan on the  Merger  Date and who is not an Active
Wadesboro   Participant.   If  an  Inactive  Wadesboro   Participant  becomes  a
participant  under the MRB Plan after April 1, 1998,  that person's  rights with
respect to any benefit accrued under the MRB Plan shall be determined  under the
provisions of the MRB Plan exclusive of this Schedule 4.

4.2.7 Merger Date means June 30, 1998.

4.2.8 MRB Plan  means  the  Columbus  McKinnon  Corporation  Monthly  Retirement
Benefit Plan, as amended, of which this Schedule 4 is a part.

4.2.9  MRB  Plan  Benefit  means  the  entire  benefit  payable  to a  Wadesboro
Participant  under the MRB Plan  including this Schedule 4. The MRB Plan Benefit
of an Active  Wadesboro  Participant is determined  under Section 4.3.2. The MRB
Plan Benefit of an Inactive Wadesboro Participant is his Wadesboro Benefit.

4.2.10  New  Benefit  Service  means  Benefit  Service  earned  by  a  Wadesboro
Participant  after March 31, 1998 in accordance with Section 2.3 of the MRB Plan
as modified by Section *** of this Schedule 4.

4.2.11  New-Service-Only MRB Plan Benefit means the Accrued Benefit earned under
the MRB Plan by a Wadesboro  Participant  where the benefit is  calculated by on
the basis of the  Participant's  New Benefit  Service,  his Earnings (within the
meaning of Article I of the MRB Plan) paid before and after March 31, 1998,  and
on the MRB Plan  benefit  formula  in  effect on and after  April 1,  1998.  The
Benefit   Service   taken  into   account   in   calculating   a   Participant's
New-Service-Only  MRB Plan  Benefit  shall not  exceed 35 years  reduced  by the



<PAGE>


                                   Page 4 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



number of years of Wadesboro Benefit Service used to calculate the Participant's
Wadesboro Benefit.

4.2.12 Normal Retirement Date has the same meaning as in Section 1.26 of the MRB
Plan except that, when applied in determining a Wadesboro Benefit,  it means the
first day of the month  following  attainment  of age 65 regardless of length of
participation in the MRB Plan.

4.2.13  Original  Hire Date means the first date on which a  Wadesboro  Eligible
Employee performed an Hour of Service for a Wadesboro Employer.

4.2.14  Rehire  Date means the date on which a  Wadesboro  Eligible  Employee is
credited with one Hour of Service following a 1-Year Break in Service.

4.2.15  Total and  Permanent  Disability  means,  with  respect  to a  Wadesboro
Participant,  a  disability  that  prevents  him from  engaging  in any  gainful
employment  for a  period  of six  consecutive  months  from  the  onset of such
disability and, thereafter,  wholly and continuously  prevents him from engaging
in gainful  employment.  For this purpose,  disability shall be construed as any
incapacity by reason of a medically  determinable  physical or mental impairment
that  can  be  expected  to be  permanent  and  that  is  not a  result  of  [1]
self-inflicted  injuries,  [2] criminal acts for which the  Participant  is held
accountable  under  the  law,  or [3]  military  service.  To  determine  if the
Participant continues to have a Total and Permanent Disability,  the Participant
shall verify that he  qualifies  for and is receiving  federal  Social  Security
disability benefits or submit to a medical  examination at reasonable  intervals
(not more frequently than semi-annually) to be conducted by a physician approved
by the  Committee.  If a  Participant  fails to  verify  his  receipt  of Social
Security disability benefits or refuses to be examined by the physician,  as the
case may be,  the  Participant  shall be  deemed  not to have a Total  Permanent
Disability.  Only Wadesboro  Participants who have completed 10 or more Years of
Wadesboro  Benefit  Service on or before  the  Merger  Date can have a Total and
Permanent Disability within the meaning of this Schedule 4.

4.2.16 Wadesboro  Actuarial  Equivalent.  A benefit is the "Wadesboro  Actuarial
Equivalent" of another benefit on a given date if the actuarial present value of
the two benefits on that date are the same.  Wadesboro Actuarial  Equivalence is
determined  on the basis of the  actuarial  factors set forth in  Appendix  S4-A
attached to this Schedule 4.

4.2.17  Wadesboro  Benefit means the accrued benefit under the Wadesboro  Hourly
Plan  of  a  Wadesboro  Participant   determined  on  the  assumption  that  the
Participant  terminated  employment  on the  earlier of (i) his  actual  date of
termination, or (ii) March 31, 1998.


<PAGE>


                                   Page 5 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan




4.2.18  Wadesboro  Benefit  Service is calculated in Years of Wadesboro  Benefit
Service which equal the sum of the amounts  determined under Sections  4.2.18(a)
and 4.2.18(b).

        (a) Prior to January 1, 1976.  For periods  prior to January 1, 1976, an
Wadesboro  Eligible  Employee shall be credited with Years of Wadesboro  Benefit
Service  under  rules  similar to those  used to  determine  Years of  Wadesboro
Vesting Service.

     (b) After  December  31, 1975.  For periods  after  December  31, 1975,  an
Wadesboro  Eligible  Employee shall be credited with a Year of Wadesboro Benefit
Service for each  Computation  Period in which he or she completes 1000 Hours of
Service as an Wadesboro  Eligible  Employee.  In determining a Year of Wadesboro
Benefit Service under this Section 4.2.18(b),  break in service rules similar to
those set forth in Section 2.2(c) of the MRB Plan shall be applied. In addition,
in determining a Year of Wadesboro Benefit Service under this Section 4.2.18(b),
the following rules shall be applied:

                (1)  Fractional  Years.  An  Wadesboro   Eligible  Employee  who
        completes less than 1,000 Hours of Service  during a Computation  Period
        in which he retires or terminates employment with the Wadesboro Employer
        for any reason  shall be credited  with a  fractional  Year of Wadesboro
        Benefit Service for such Computation Period,  determined on the basis of
        whole months, with any portion of a month of 15 days or more counting as
        a whole  month and any  portion  of a month of less  than 15 days  being
        disregarded.

                (2)  Special  Rule  for  Terminations  Prior  to July  1,  1988.
        Notwithstanding  the provision of , an Wadesboro Eligible Employee shall
        be credited with Years of Wadesboro Benefit Service for Hours of Service
        on or after his Normal Retirement Age only if he or she is credited with
        an Hour of Service on or after July 1, 1988.

        (c) Special  Rule for  Calculating  Wadesboro  Benefit  Service in 1998.
Notwithstanding  any  provision  in  the  Plan  to  the  contrary,  a  Wadesboro
Participant  who is scheduled  to work at least 1,000 hours per year,  and whose
Computation Period for the purpose of calculating Benefit Service ends on a date
other than March 31, shall be granted  Wadesboro  Benefit Service for the period
beginning  on the day  after  the  last  day of the  Computation  Period  ending
immediately  before March 31, 1998 and ending on March 31, 1998.  The  Wadesboro
Benefit Service granted under the preceding sentence shall equal a fraction of a
Year of Wadesboro  Benefit  Service (not exceeding 1) where the numerator is the
number of days in such period and the denominator is 365.


<PAGE>


                                   Page 6 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan




        (d) No  Wadesboro  Benefit  Service  Accrued  After March 31,  1998.  No
Wadesboro  Participant  shall accrue  Wadesboro  Benefit Service after March 31,
1998.


4.2.19 Wadesboro  Disability Benefit means an ancillary benefit in the form of a
monthly  payment  beginning  on a Wadesboro  Participant's  Disability  Date and
continuing until the earlier of the Participant's  Normal Retirement Date or the
date on which the  Participant  no longer has a Total and Permanent  Disability.
The benefit shall be in an amount equal to the  Participant's  Wadesboro Benefit
calculated as if the Participant terminated employment at the time of disability
but  without  actuarial  reduction  for  payment  beginning  before  his  Normal
Retirement Date.

4.2.20  Wadesboro  Early  Retirement  Age. A Wadesboro  Participant  will attain
Wadesboro  Early  Retirement  Age on the  later  of date he  attains  age 55 and
completes 15 Years of Wadesboro  Benefit Service,  provided that he is an active
Employee on that date.

4.2.21 Wadesboro Early Retirement Date means the first day of the calendar month
coincident  with or next  following  the date on which a  Wadesboro  Participant
actually retires,  if such date is prior to his Normal Retirement Date and after
he has attained Wadesboro Early Retirement Age.

4.2.22 Wadesboro  Eligible  Employee means any hourly or piece-work  Employee of
Duff-Norton Company,  Inc. employed at the Duff-Norton Company,  Inc. Wadesboro,
N.C.  facilities  who at the time of  reference  was not covered by a collective
bargaining agreement and was not a Highly Compensated Employee.

4.2.23  Wadesboro  Employee means a common law employee of Duff-Norton  Company,
Inc. or an Affiliate.

4.2.24  Wadesboro  Employer  means  Duff-Norton  Company,  Inc.  (renamed  "Yale
Industrial Products, Inc." on March 31, 1997).

4.2.25  Wadesboro  Participant  may mean an Active  Wadesboro  Participant or an
Inactive Wadesboro Participant.

4.2.26 Wadesboro Hourly Plan means The Duff-Norton Company, Inc. Retirement Plan
for Wadesboro Hourly Employees which was merged into the MRB Plan effective June
30, 1998 and which is evidenced by the following documents:

     (a)  The Duff-Norton  Company,  Inc.  Retirement Plan for Wadesboro  Hourly
          Employees as amended and restated effective July 1, 1989,


<PAGE>


                                   Page 7 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan




     (b)  Amendment 1 effective as of March 31, 1998.

     (c)  Amendment 2 effective as of June 30, 1998.

     (d)  Amendment 3 effective as of various dates.

4.2.27 Wadesboro Vesting Service.  A Wadesboro  Participant must have at least 5
years of Wadesboro  Vesting  Service (10 years if the Participant has not earned
an Hour of Service on or after July 1, 1989) in order to have a vested  interest
in his Wadesboro Benefit. A Wadesboro Participant whose employment terminates at
a time when the Participant has no vested interest in his Wadesboro Benefit will
receive no  Wadesboro  Benefit  under the MRB Plan.  A  Participant's  Wadesboro
Vesting  Service is equal to the sum of the amounts  determined  under  Sections
4.2.27(a) and 4.2.27(b) below.

        (a) Prior to January 1, 1976.  For periods  prior to January 1, 1976,  a
Wadesboro  Employee shall be credited with Years of Wadesboro Vesting Service in
accordance  with the provisions of the Wadesboro Plan in effect prior to January
1, 1976.

        (b) After  December 31, 1975.  For periods  after  December 31, 1975, an
Wadesboro  Employee  shall be credited  with a Year of Vesting  Service for each
Computation  Period in which he or she  completes  1000  Hours of  Service  as a
Wadesboro Employee.  In determining a Year of Vesting Service under this Section
4.2.27(b),  break in service rules similar to those set forth in Section  2.2(c)
of the MRB Plan shall be applied.

4.2.28 Section  References.  A section  reference in this Schedule 4 refers to a
section in this  Schedule 4 unless it refers  explicitly  to the MRB Plan or the
Wadesboro  Hourly Plan. A reference to a section of the "Plan" is a reference to
the MRB Plan document exclusive of the Schedules attached thereto.


SECTION 4.3  PARTICIPATION IN THE MRB PLAN

4.3.1 When Active Wadesboro  Participants Become "Participants" in the MRB Plan.
Each Active Wadesboro  Participant  shall become an "Active  Participant" in the
MRB Plan as of April 1, 1998  regardless of whether the  Participant has met the
age and service  requirements  of Section  3.1 of the MRB Plan on that date.  An
Inactive Wadesboro  Participant shall not become an "Active  Participant" in the
MRB Plan except as provided  under the terms of the MRB Plan  exclusive  of this
Schedule 4.



<PAGE>


                                   Page 8 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



4.3.2 Determination of MRB Plan Benefit.

        (a) In General.  Each Active Wadesboro  Participant shall be eligible to
receive an MRB Plan Benefit equal to the sum of (1) plus (2) where:

          (1)  is his Wadesboro Benefit, and

          (2)  is his New-Service-Only MRB Plan Benefit.

4.3.3 Time When MRB Plan Benefit is Paid.

        (a) In General. The MRB Plan Benefit of an Active Wadesboro  Participant
shall be paid at a time  determined  under Article IV of the MRB Plan subject to
the special rules of this Section 4.3.3.

        (b)  Adjustment  of  Wadesboro  Benefit  to  Reflect  Time  of  Payment.
Notwithstanding  Section  4.3.3(a),  the Wadesboro Benefit portion of a MRB Plan
Benefit payable to an Active Wadesboro Participant shall be adjusted as provided
in Section 4.7 to reflect the time of payment.

4.3.4 Form in Which MRB Plan Benefit Is Paid.

        (a) In General. The MRB Plan Benefit of an Active Wadesboro  Participant
may be paid in any form  permitted  under,  and shall be  subject  to all of the
rules of, Article V of the MRB Plan.

        (b)  Adjustment  of  Wadesboro  Benefit  to  Reflect  Form  of  Payment.
Notwithstanding  Section  4.3.4(a),  the Wadesboro Benefit portion of a MRB Plan
Benefit  shall be  adjusted  as  provided in Section 4.8 if it is paid in a form
other than a Single Life Annuity.

4.3.5  Determination  of  Benefit  Service.  An Active  Wadesboro  Participant's
Benefit  Service  (within  the  meaning of  Article I of the MRB Plan)  shall be
determined  under  Section  2.3  of  the  MRB  Plan.  However,  in  making  such
determination  under Section 2.3 of the MRB Plan,  the  following  special rules
apply:

        (a)  Wadesboro  Benefit  Service.  The  Participant's   Benefit  Service
determined  as of March 31,  1998  shall be  deemed  to equal the  Participant's
Wadesboro Benefit Service determined as of that date.

        (b) New Benefit  Service  Pro Rated in 1998.  The  Participant  shall be
deemed to have earned 0.75 years of New Benefit  Service  during the period from



<PAGE>


                                   Page 9 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



April 1, 1998 through December 31, 1998 provided that the Participant  completes
at least 750 Hours of Service as an Eligible Employee during that period.

4.3.6  Determination of Vesting Service.  For the purpose of determining whether
an Active Wadesboro Participant is eligible for an MRB Plan Benefit, and for the
purpose of  determining  when an Active  Wadesboro  Participant  is eligible for
early retirement under the MRB Plan, the  Participant's  Vesting Service (within
the meaning of Article I of the MRB Plan) shall be determined  under Section 2.2
of the MRB Plan.  However,  in making the determination under Section 2.2 of the
MRB Plan, the  Participant's  Vesting  Service  determined as of January 1, 1999
shall not be less than the sum of:

                (1) his Wadesboro Vesting Service  determined on the last day of
        the Computation Period coincident with or immediately  preceding January
        1, 1999, plus

                (2) provided  the  Participant  is credited  with at least 1,000
        Hours of Service during the 1998 calendar  year, one additional  year of
        Vesting Service.

4.3.7 Offset of Certain Amounts  against MRB Plan Benefit.  The MRB Plan Benefit
paid to a  Wadesboro  Participant  shall be reduced by the  Wadesboro  Actuarial
Equivalent  amount of  benefits  payable to the  Participant  under any  defined
benefit  pension plan to which  Duff-Norton  Company,  Inc. or an Affiliate made
contributions  (including  any such  plan  that has been  merged  into any other
plan),  to the extent that such benefits are  attributable  to the same years of
service as benefits included in the MRB Plan Benefit.


SECTION 4.4 MERGER OF WADESBORO HOURLY PLAN INTO THE MRB PLAN

4.4.1 Merger of Wadesboro  Hourly Plan into the MRB Plan.  The Wadesboro  Hourly
Plan shall be merged into the MRB Plan on the Merger Date.

4.4.2  Payment of  Wadesboro  Hourly Plan  Benefits.  Effective on and after the
Merger  Date,  the MRB Plan shall be  responsible  for  payment of all  benefits
accrued  under the  Wadesboro  Hourly Plan,  including  all such benefits in pay
status on the Merger Date.

4.4.3 Conflict With Wadesboro  Hourly Plan  Documents.  This Schedule 4 reflects
the authority of the Retirement Committee to interpret the Wadesboro Hourly Plan
with a view toward  resolving any conflicts  and  ambiguities  that exist in the
Wadesboro  Hourly Plan  documents.  If a provision in this  Schedule 4 conflicts



<PAGE>


                                  Page 10 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



with an  unambiguous,  non-internally  conflicting  provision  of the  Wadesboro
Hourly Plan documents,  the Wadesboro Hourly Plan documents shall govern. In all
other instances, this Schedule 4 shall govern.


SECTION 4.5 WHEN WADESBORO BENEFIT IS PAYABLE

4.5.1 Inactive Wadesboro Participants.

        (a) Annuity  Starting Date Before Merger Date. The Wadesboro  Benefit of
an Inactive  Wadesboro  Participant  whose Annuity Starting Date occurred before
the Merger Date shall  continue  to be paid after the Merger Date in  accordance
with the schedule of payment established on the Annuity Starting Date.

        (b) Annuity Starting Date On or After Merger Date. The Wadesboro Benefit
of an Inactive  Wadesboro  Participant  whose Annuity Starting Date occurs on or
after the Merger Date may be paid  beginning on the first day of any month after
the  Participant has attained age 55, as elected by the  Participant,  but shall
begin no later than the Participant's Normal Retirement Date.

4.5.2  Active  Wadesboro  Participants.  The  Wadesboro  Benefit  of  an  Active
Wadesboro  Participant  shall be paid at the time  provided in Section  4.3.3 of
this Schedule 4.


SECTION 4.6 COMPUTATION OF WADESBORO BENEFIT

4.6.1 In General.

        (a) Benefits In Pay Status On Merger Date.  The  Wadesboro  Benefit of a
Wadesboro  Participant  whose Annuity  Starting Date occurred  before the Merger
Date shall  continue  to be paid after the Merger  Date in  accordance  with the
amount, form and schedule of payment established on the Annuity Starting Date.

        (b) Benefits Not In Pay Status On Merger Date. The Wadesboro  Benefit of
a  Wadesboro  Participant  whose  Annuity  Starting  Date occurs on or after the
Merger Date shall be determined using the Wadesboro Benefit formula set forth in
Section  4.6.2.  The benefit so determined  shall be adjusted to reflect time of
payment as provided in Section 4.7, and shall be further adjusted as provided in
Section 4.8 if it is payable in a form other than a Straight Life Annuity.

4.6.2 Wadesboro Benefit Formula.


<PAGE>


                                  Page 11 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan




        (a)  Regular  Benefit.  A  Participant's   Wadesboro  Benefit  shall  be
calculated  as a Straight  Life Annuity  beginning on the  Participant's  Normal
Retirement  Date in an monthly  amount equal to the product of (i) his whole and
fractional  Years of Wadesboro  Benefit Service  multiplied times (ii) seventeen
dollars and fifty cents ($17.50).

        (b) Benefit  Service  Taken Into  Account.  The  Wadesboro  Benefit of a
Wadesboro Participant determined under this Section 4.6.2 shall be calculated on
the basis of Years of Wadesboro Benefit Service as if the Participant terminated
employment on March 31, 1998.

        (c) Offset of Benefits  from Other  Plans.  The  Wadesboro  Benefit of a
Wadesboro  Participant  determined  under this Section 4.6.2 shall be reduced by
the Wadesboro Actuarial Equivalent amount of benefits payable to the Participant
under any defined benefit pension plan to which Duff-Norton Company,  Inc. or an
Affiliate made contributions,  to the extent that such benefits are attributable
to the same years of service as benefits included in the Wadesboro Benefit.


SECTION 4.7 ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT

4.7.1 Benefit  Commencing on Normal  Retirement Date. A Wadesboro  Participant's
Wadesboro  Benefit  commencing  on  his  Normal  Retirement  Date  shall  be his
Wadesboro  Benefit  computed as provided  under  Section 4.6 without  adjustment
under this Section 4.7.

4.7.2 Benefit Commencing After Normal Retirement Date. A Wadesboro Participant's
Wadesboro  Benefit  commencing  after his  Normal  Retirement  Date shall be his
Wadesboro  Benefit  computed  as provided  under  Section 4.6 (with his Years of
Wadesboro  Benefit Service  determined as of his actual retirement date or March
31, 1998,  whichever is  earlier),  actuarially  adjusted as provided in Section
4.2(c) of the MRB Plan.

4.7.3  Benefit  Commencing  On  Wadesboro  Early  Retirement  Date.  A Wadesboro
Participant  who  retires  after  attaining  his Early  Retirement  Age shall be
eligible  to receive,  commencing  on the first day of any month on or after his
retirement and before his Normal Retirement Date, as elected by the Participant,
a benefit  computed  as  provided  in  Section  4.6 but based  upon his Years of
Wadesboro Benefit Service  determined as of his Wadesboro Early Retirement Date.
The benefit so determined  shall be unreduced  under this Section 4.7 if payment
begins on or after the first day of the month following the  Participant's  62nd
birthday.  However,  for each of the first 48 months that  payment  precedes the



<PAGE>


                                  Page 12 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



first day of the month  following  the  Participant's  62nd birthday the benefit
shall be reduced by 1/3 of 1 percent,  and for each month that payment  precedes
the  first day of the month  following  the  Participant's  58th  birthday,  the
benefit shall be further reduced by 1/2 of 1 percent.

4.7.4  Deferred  Vested  Benefit  Commencing  Before Normal  Retirement  Date. A
Wadesboro  Participant  whose employment  terminates before he attains his Early
Retirement  Age, but who has  completed  at least 5 Years of  Wadesboro  Vesting
Service, shall be eligible to receive,  commencing on the first day of any month
on or after his 55th birthday, as elected by the Participant, a benefit computed
as provided in Section 4.6 but based upon his Years of Wadesboro Benefit Service
determined as of his  employment  termination  date. If benefit  payment  begins
before the Participant's Normal Retirement Date, the amount of the Participant's
benefit shall be reduced as provided in Section II of Appendix S4-A.


SECTION 4.8 FORM OF WADESBORO BENEFIT

4.8.1 In General.

        (a) Annuity Starting Date Before Merger Date. The form of payment of the
Wadesboro  Benefit  of a  Wadesboro  Participant  whose  Annuity  Starting  Date
occurred  before the Merger Date shall  continue  unchanged  by this  Schedule 4
(except as may be provided under Section 4.9 concerning reemployment).

        (b) Annuity  Starting Date on or after Merger Date.  The form of payment
of the Wadesboro Benefit of a Wadesboro  Participant whose Annuity Starting Date
occurs on or after the Merger Date shall be paid in the normal  form  determined
under  Section  4.8.2 or an optional  form  determined  under  Section  4.8.3 as
elected by the Wadesboro Participant. Payment of the benefit in an optional form
is subject to the notice,  waiver,  election and spousal consent rules and other
relevant provisions of Article V of the MRB Plan.

4.8.2 Normal Form of Payment.

        (a) Unmarried Wadesboro  Participants.  The normal form of payment for a
Wadesboro  Participant  who is not  married on his  Annuity  Starting  Date is a
Straight Life Annuity.

        (b)  Married  Wadesboro  Participants.  The normal form of payment for a
Wadesboro Participant who is married on his Annuity Starting Date is a Qualified
Joint and Survivor  Annuity that is the MRB  Actuarial  Equivalent of a Straight
Life Annuity.



<PAGE>


                                  Page 13 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



4.8.3  Optional Form of Payment.  Subject to the  provisions of Article V of the
MRB Plan,  a  Wadesboro  Participant  may elect,  in lieu of his normal  form of
payment  determined under Section 4.8.2, any optional form of payment  available
under Section 5.2(c) of the MRB Plan, where the benefit is first calculated as a
Straight Life Annuity under this Schedule 4 and then  converted into an optional
form of payment using the appropriate  "Actuarial  Equivalent Factor" determined
under Appendix A of the MRB Plan.

4.8.4 Cash-out of Minimum Benefit.

        (a) Mandatory  Distribution.  In the event that the Employee status of a
Wadesboro  Participant  terminates  at a time when the lump sum present value of
        his MRB Plan Benefit  determined  under Section 4.3.2 is $5,000 or less,
the Participant
shall be paid the  benefit in a single sum as soon as  practicable,  as provided
under Section 5.4 of the MRB Plan.

        (b)  Survivor  Benefits.  Rules  similar  to those set forth in  Section
4.8.4(a)shall apply with respect to a survivor benefit payable to a spouse.

        (c) Payment After Annuity  Starting Date. No distribution  shall be made
under to this Section 4.8.4 after the Wadesboro  Participant's  Annuity Starting
Date unless the Wadesboro  Participant  and his spouse consent in writing to the
distribution.


SECTION 4.9 REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS

4.9.1 Suspension of Benefit Payments.  If a Wadesboro  Participant is reemployed
as an Employee after the Wadesboro  Participant  has begun to receive payment of
his Wadesboro  Benefit,  payment of such benefit shall cease until the Wadesboro
Participant is no longer an Employee (subject to required minimum  distributions
as provided under Section 5.5 of the MRB Plan), in accordance with Article VI of
the MRB Plan.


SECTION 4.10 SURVIVOR BENEFITS

4.10.1 Preretirement Spouse's Benefit.

        (a) Eligibility for Benefit. The spouse of a Wadesboro Participant shall
be  entitled  to a  preretirement  spouse's  benefit  determined  under  Section
4.10.1(b) if each of the following conditions are met:



<PAGE>


                                  Page 14 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



            (1)         The  Wadesboro   Participant  dies  before  his  Annuity
                        Starting Date.

            (2)         The Wadesboro  Participant's service terminates after he
                        has  completed  5 or more  Years  of  Wadesboro  Vesting
                        Service,  or  the  Wadesboro  Participant  is  otherwise
                        vested in his benefit.

            (3)         The spouse is married to the  Wadesboro  Participant  on
                        the date of his death and has been married to him for at
                        least 90 days.

            (4)         The  spouse is  living on the date on which the  benefit
                        commences.

        (b) Amount of Benefit.  The  preretirement  spouse's  benefit shall be a
monthly benefit payable to the spouse beginning on the later of the first day of
the month after the Participant's  death or the first day of the month after the
Participant  would  have  attained  age  55 in an  amount  determined  as if the
Participant  had  terminated  employment  on the date of his  death  (or  actual
termination  if  earlier)  survived  until the date  benefits  begin,  elected a
Qualified Joint and Survivor Annuity and died the following day. A preretirement
spouse's benefit beginning before the Participant's Normal Retirement Date shall
be reduced as provided under Section 4.7.3.  Notwithstanding the foregoing,  the
surviving spouse may elect to delay the commencement of benefits until any later
date up to and including the Participant's Normal Retirement Date.

4.10.2 Special Preretirement Spouse's Benefit. In the event that the Participant
dies after attaining his Normal  Retirement Age, or dies while still an Employee
and after  completing at least 15 Years of Wadesboro  Benefit  Service,  and his
surviving  spouse is entitled to a preretirement  spouse's benefit under Section
4.10.1, the benefit shall be determined as provided in Section 4.10.1(b), except
that the  benefit  shall  commence on the first day of the month  following  the
Participant's  death,  there shall be no  actuarial  reduction on account of the
benefit  commencing  before the  Participant's  Normal  Retirement Date, and the
amount of the benefit shall be determined taking into account the age difference
between the Participant and spouse only to the extent that it exceeds 5 years.



<PAGE>


                                  Page 15 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan




SECTION 4.11  DISABILITY BENEFITS

4.11.1 Wadesboro  Participants  Receiving  Disability Benefits on Merger Date. A
Wadesboro  Participant who is receiving a Wadesboro Disability Benefit as of the
Merger Date shall  continue to receive  that  benefit  until the earlier [1] the
Participant's  Normal  retirement  Date or [2] the date on which the Participant
ceases  to  have  a  Total  and  Permanent  Disability.  Upon  attaining  Normal
Retirement Age, the Participant  shall commence a his Wadesboro  Benefit payable
in the form elected by the  Participant at that time as provided in Section 4.8.
In the event that the  Participant  dies before his Annuity  Starting  Date with
respect to his Wadesboro Benefit,  no further benefit shall be payable except as
may be provided in Section  4.10.  In the event that the  Participant  ceases to
have a Total and Permanent  Disability  before his Normal  Retirement  Date, the
Wadesboro Disability Benefit shall cease.

4.11.2  Wadesboro  Participants Who Are Disabled on the Merger Date. A Wadesboro
Participant who has had a Total and Permanent  Disability on the Merger Date but
has not had a Disability  Date on or before the Merger Date shall be entitled to
a Wadesboro  Disability  Benefit  provide the  Participant has a Disability Date
within 6 months  following  the Merger Date.  The Wadesboro  Disability  Benefit
shall be subject to the rules described in Section 4.11.1.

4.11.3  Wadesboro  Participants  Who Are Not  Disabled  on the  Merger  Date.  A
Wadesboro  Participant who does not have a Total and Permanent Disability on the
Merger Date but shall not be entitled to a  Wadesboro  Disability  Benefit  even
though such Participant may become disabled at a later time.




<PAGE>


                                  Page 16 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



                                  APPENDIX S4-A

                    ACTUARIAL ASSUMPTIONS, TABLES AND FACTORS

                           FOR COMPUTING PLAN BENEFITS


I.      Lump Sum Factors.

        Lump sum  equivalencies  of annuities  shall be  determined by using the
        following mortality and interest assumptions:

        (1)  Mortality:  The  1983  Group  Annuity  Mortality  Table  with a 50%
        male/50% female blend.

        (2) Interest:  The interest rate used for a given Plan Year shall be the
        annual  interest rate on 30-year  United States  Treasury  securities as
        determined  by the  Internal  Revenue  Service for the month of February
        preceding the Plan Year.

        Notwithstanding  the  foregoing,  the lump sum  equivalency of a benefit
        paid  before  July 1, 1999 shall not be less than the lump sum amount of
        such benefit  determined  as provided  above but with the interest  rate
        determined as of the last day of the calendar quarter preceding the date
        of the lump sum distribution.

II.     Other Conversion Tables.

        Following (on the next page) is the table and actuarial bases that apply
        in determining the reduction for a Deferred Vested Pension:




<PAGE>


                                  Page 17 of Schedule 4 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



                  Unisex Reduction Factors for Commencement of

                      Vested Deferred Pension Before Age 65

                                                     Vested Deferred
                                                        Reduction
                                                         Factors*

                       Age of Employee               Unisex Factor

                              55                         .3971
                              56                         .4316
                              57                         .4699
                              58                         .5126
                              59                         .5601
                              60                         .6134
                              61                         .6730
                              62**                       .7556
                              63**                       .8161
                              64**                       .9022
                              65                        1.0000

            *           Based  on 6%  interest  and  the  1979  George  B.  Buck
                        Mortality Table with a male/female mix of 85:15.

            **          If 15 or more Years of Wadesboro Benefit Service, factor
                        is 1.000.


527279.2

<PAGE>

                          COLUMBUS MCKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                                   SCHEDULE 5

                     DUFF-NORTON COMPANY, INC. PENSION PLAN
                      FOR SALARIED EMPLOYEES OF YALE HOISTS
             MERGER INTO MRB PLAN, TREATMENT OF FORMER PARTICIPANTS

                         Schedule 5 -- Table of Contents

SECTION 5.1 INTRODUCTION.................................................  1

SECTION 5.2 DEFINITIONS..................................................  2

            5.2.1    Active Yale Participant.............................  2
            5.2.2    Affiliate...........................................  3
            5.2.3    All-Service MRB Plan Benefit........................  3
            5.2.4    Authorized Leave of Absence.........................  3
            5.2.5    Disability..........................................  3
            5.2.6    Disability Date.....................................  3
            5.2.7    Group Annuity Contract..............................  3
            5.2.8    Hour of Service.....................................  3
            5.2.9    Inactive Yale Participant...........................  4
            5.2.10   Merger Date.........................................  4
            5.2.11   MRB Plan............................................  4
            5.2.12   MRB Plan Benefit....................................  4
            5.2.13   Net MRB Plan Benefit................................  4
            5.2.14   New Benefit Service.................................  4
            5.2.15   New-Service-Only MRB Plan Benefit...................  4
            5.2.16   Normal Retirement Date..............................  4
            5.2.17   Original Hire Date..................................  4
            5.2.18   Prior Yale Plan.....................................  5
            5.2.19   Rehire Date.........................................  5
            5.2.20   Severance Date......................................  5
            5.2.21   Total Break-in-Service..............................  5
            5.2.22   Yale Actuarial Equivalent...........................  5
            5.2.23   Yale Benefit........................................  6
            5.2.24   Yale Benefit Service................................  6
            5.2.25   Yale Compensation...................................  7
            5.2.26   Yale Disability Benefit.............................  7
            5.2.27   Yale Early Retirement Age...........................  8
            5.2.28   Yale Early Retirement Date..........................  8
            5.2.29   Yale Eligible Employee..............................  8
            5.2.30   Yale Employee.......................................  8
            5.2.31   Yale Employer.......................................  8
                                                                   
                                                                
<PAGE>


                Schedule 5 -- Table of Contents

                                                                         Page

            5.2.32   Yale Final Average Compensation.....................  8
            5.2.33   Yale Salaried Plan..................................  8
            5.2.34   Yale Hourly Plan....................................  9
            5.2.35   Yale Participant....................................  9
            5.2.36   Yale Vesting Service................................  9
            5.2.37   Section References.................................. 10
    
SECTION 5.3 PARTICIPATION IN THE MRB PLAN................................ 10

            5.3.1    When Active Yale Participants Become 
                     "Participants" in the MRB Plan...................... 10
            5.3.2    Determination of MRB Plan Benefit................... 10
            5.3.3    Time When MRB Plan Benefit Is Paid.................. 11
            5.3.4    Form in Which MRB Plan Benefit Is Paid.............. 12
            5.3.5    Determination of Benefit Service.................... 12
            5.3.6    Determination of Vesting Service.................... 12
            5.3.7    Offset of Certain Amounts against MRB Plan Benefit.. 12
  
SECTION 5.4 MERGER OF YALE SALARIED PLAN INTO THE MRB PLAN............... 12

            5.4.1    Merger of Yale Salaried Plan into the MRB Plan...... 13
            5.4.2    Payment of Yale Salaried Plan Benefits.............. 13
            5.4.3    Conflict With Yale Salaried Plan Documents.......... 13
        
SECTION 5.5 WHEN YALE BENEFIT IS PAYABLE................................. 13

            5.5.1    Inactive Yale Participants.......................... 13
            5.5.2    Active Yale Participants............................ 13

SECTION 5.6 COMPUTATION OF YALE BENEFIT.................................. 13

            5.6.1    In General.......................................... 13
            5.6.2    Yale Benefit Formula................................ 14

SECTION 5.7 ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT............. 14

            5.7.1    Benefit Commencing on Normal Retirement Date........ 14
            5.7.2    Benefit Commencing After Normal Retirement Date..... 14
            5.7.3    Benefit Commencing On Yale Early Retirement Date.... 15
            5.7.4    Deferred Vested Benefit Commencing Before Normal
                     Retirement Date..................................... 15



<PAGE>


                 Schedule 5 -- Table of Contents

                                                                         Page

SECTION 5.8 FORM OF YALE BENEFIT......................................... 16

            5.8.1    In General.......................................... 16
            5.8.2    Normal Form of Payment.............................. 16
            5.8.3    Optional Form of Payment............................ 16
            5.8.4    Cash-out of Minimum Benefit......................... 17

SECTION 5.9 REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS.................. 17

            5.9.1    Suspension of Benefit Payments...................... 17

SECTION 5.10 SURVIVOR BENEFITS........................................... 18

            5.10.1   Preretirement Spouse's Benefit...................... 18

SECTION 5.11 DISABILITY BENEFITS......................................... 18

            5.11.1   Yale Participants Receiving Disability Benefits
                     on Merger Date...................................... 18
            5.11.2   Yale Participants Who Are Disabled on the   
                     Merger Date......................................... 19
            5.11.3   Yale Participants Who Are Not Disabled on the
                     Merger Date......................................... 19

SECTION 5.12 REDUCTION OF PENSION FOR CERTAIN PARTICIPANTS............... 19

            5.12.1   Reduction of Pension for Certain Participants....... 19


APPENDIX S5-A -- Actuarial Assumptions and Annuity Conversion Tables



<PAGE>



                          COLUMBUS MCKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                                   SCHEDULE 5

                     DUFF-NORTON COMPANY, INC. PENSION PLAN
                      FOR SALARIED EMPLOYEES OF YALE HOISTS
             MERGER INTO MRB PLAN, TREATMENT OF FORMER PARTICIPANTS


SECTION 5.1 INTRODUCTION

     Columbus  McKinnon  Corporation  (the  "Corporation"  acquired  all  of the
outstanding stock of Duff-Norton Company, Inc. on January 3, 1997. At that time,
Duff-Norton  maintained several defined benefit pension plans covering different
groups of its employees.  One of these plans was the Duff-Norton  Company,  Inc.
Pension Plan for Salaried  Employees of Yale Hoists (the "Yale Salaried  Plan").
The Corporation wishes to consolidate the defined benefit pension plans covering
its nonunion employees. In furtherance of that goal, the Corporation has:

o        Caused  the  Yale Salaried  Plan  to  be amended to discontinue benefit
         accruals effective March 31, 1998,

o        Extended  coverage  under the  Columbus  McKinnon  Corporation  Monthly
         Retirement Benefit Plan (the "MRB Plan") to Employees covered under the
         Yale Salaried Plan effective April 1, 1998, and

o        Authorized the  merger of the  Yale Salaried  Plan into the MRB Plan on
         December 31, 1998.

     This Schedule 5 provides  special rules pursuant to which  participants  in
the Yale Salaried plan will  participate  in the MRB Plan  beginning on April 1,
1998. In accordance with this Schedule 5, Employees who were active participants
in the Yale Salaried Plan on March 31, 1998:

o        will be granted  Vesting Service and Benefit Service under the MRB Plan
         as of April 1, 1998 equal to  service  earned  under the Yale  Salaried
         Plan before April 1, 1998,

o        will receive a benefit under the MRB Plan equal to the larger of:

         o        the benefit  accrued  under the MRB Plan benefit  formula with
                  respect to Carryover  Service from the Yale Salaried Plan plus
                  service  earned under the MRB Plan after March 31, 1998 (their
                  "All-Service MRB Plan Benefit"), or



<PAGE>

                                      Page 2 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


         o        the sum of (i) their  benefit  accrued under the Yale Salaried
                  Plan as of March 31, 1998 (their "Yale Benefit") plus (ii) the
                  benefit  accrued  under the MRB Plan with  respect  to service
                  earned after March 31, 1998 (their  "New-Service-Only MRB Plan
                  Benefit"),

o        and will be entitled to:

         o        receive  their entire MRB Plan Benefit  (including  any amount
                  attributable  to  participation  in the Yale Salaried Plan) at
                  the time and in the form provided under the MRB Plan, or

         o        (if  they  have  attained  age 50 and  completed  10  years of
                  service  and their  employment  is  involuntarily  terminated)
                  receive their Yale Benefit at any time after age 50 and before
                  age 55, and receive their Net MRB Plan Benefit at age 55.

     In addition,  this  Schedule 5 provides for the merger of the Yale Salaried
Plan  into the MRB Plan  effective  December  31,  1998.  Employees  and  former
employees  who were not active  participants  in the Yale Salaried Plan on March
31, 1998 and who did not become Active  Participants in the MRB Plan on April 1,
1998 will receive their Yale Benefit at the time and in the form provided  under
the Yale  Salaried  Plan,  but will receive that benefit from the MRB Plan after
the plan merger.

     This  Schedule 5 should be  construed  so as to achieve its purposes as set
forth in this  Introduction  including the  preservation of benefits and benefit
forms accrued under the Yale Salaried Plan and the avoidance of the  duplication
of benefits  under the MRB Plan and the Yale  Salaried Plan for the same periods
of Benefit Service.

     This  Section 5.1 is  intended  merely as an  overview  and actual  benefit
calculations shall be made on the basis of the rules set forth in the subsequent
sections of this Schedule 5.


SECTION 5.2 DEFINITIONS

     Capitalized terms used in this Schedule 5 shall have the meanings set forth
in Article I of the MRB Plan  except  that the  following  terms  shall have the
meanings set forth below solely for purposes of this Schedule 5:

5.2.1 Active Yale Participant means an individual who was an active  participant
in the Yale  Salaried  Plan on March 31, 1998 and who was an  Eligible  Employee
under the MRB Plan on April 1, 1998.



<PAGE>


                                      Page 3 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


5.2.2  Affiliate.  Reference in this Schedule 5 to an "Affiliate" of Duff-Norton
Company, Inc. or any other company shall mean an "affiliate" defined in a manner
analogous to the definition of "Affiliate" at Section 1.5 of the MRB Plan.

5.2.3  All-Service  MRB Plan Benefit means the Accrued  Benefit earned under the
MRB Plan by a Yale  Participant  where the benefit is  calculated by taking into
account  both New Benefit  Service and Yale  Benefit  Service.  The  all-service
benefit is calculated under the MRB Plan benefit formula applicable on and after
April 1, 1998, as set forth in Section 4.1 of the MRB Plan, both with respect to
New Benefit  Service and with respect to Yale Benefit  Service.  The all-service
benefit consists of two components, a Yale Benefit and a Net MRB Plan Benefit.

5.2.4  Authorized  Leave of Absence means military  service or any other absence
from active employment, whether with or without remuneration, that is authorized
in accordance  with the Company's  prevailing and  nondiscriminatory  practices;
provided  that the affected  Employee  conforms to all of the  conditions of the
leave of absence,  including a return to  employment  within the time  specified
therein.

5.2.5 Disability means, with respect to a Yale Participant, a physical or mental
impairment  such that the  Participant  is  permanently  unable to  perform  any
substantial  gainful activity,  considering the Participant's age, education and
work experience,  due to a physical or mental impairment that can be expected to
result in death or to last for a  continuous  period of not less than 12 months.
Based on competent medical evidence,  the Participant's employer shall determine
whether a Participant is or continues to be Disabled and,  subject to the review
procedure set forth in Article 11, such  determination  shall be conclusive  and
binding on all persons.  Only Yale  Participants  who have  completed 10 or more
Years of Yale Vesting Service on or before the Merger Date can have a Disability
within the meaning of this Schedule 5.

5.2.6  Disability  Date means the first day of the month  following  the date on
which a Yale Participant is absent from work on account of a Disability.

5.2.7 Group  Annuity  Contract  means  Group  Annuity  Contract  number 4082 GAC
purchased  by the trustees  under the Prior Yale Plan from John  Hancock  Mutual
Life Insurance  Company on February 28, 1985 for the purpose of funding benefits
accrued under the Prior Yale Plan.

5.2.8 Hour of  Service.  Reference  in this  Schedule 5 to an "Hour of  Service"
shall mean an "hour of service" defined in a manner similar to the definition of
"Hour of Service" in Section 1.23 of the MRB Plan,  except that "Employer" shall
mean Duff-  Norton  Company,  Inc.  and each  Affiliate  that  adopted  the Yale
Salaried Plan, and the equivalency  rule set forth in Section 1.23(d) of the MRB
Plan shall not apply.



<PAGE>


                                      Page 4 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


5.2.9  Inactive  Yale  Participant  means any person who has an accrued  benefit
under the Yale  Salaried  Plan on the Merger  Date and who is not an Active Yale
Participant. If an Inactive Yale Participant becomes a participant under the MRB
Plan after  April 1, 1998,  that  person's  rights  with  respect to any benefit
accrued under the MRB Plan shall be determined  under the  provisions of the MRB
Plan exclusive of this Schedule 5.

5.2.10 Merger Date means December 31, 1998.

5.2.11 MRB Plan  means the  Columbus  McKinnon  Corporation  Monthly  Retirement
Benefit Plan, as amended, of which this Schedule 5 is a part.

5.2.12 MRB Plan Benefit means the entire benefit  payable to a Yale  Participant
under the MRB Plan  including this Schedule 5. The MRB Plan Benefit of an Active
Yale  Participant is determined  under Section 5.3.2. The MRB Plan Benefit of an
Inactive Yale Participant is his Yale Benefit.

5.2.13 Net MRB Plan  Benefit  means the portion of an Active Yale  Participant's
All-Service  MRB Plan  Benefit  that  exceeds his Yale  Benefit.  In making this
calculation,  all benefits are stated as Straight  Life  Annuities  beginning at
Normal Retirement Age.

5.2.14 New  Benefit  Service  means  Benefit  Service  earned by an Active  Yale
Participant  after March 31, 1998 in accordance with Section 2.3 of the MRB Plan
as modified by Section 5.3.5 of this Schedule 5.

5.2.15  New-Service-Only MRB Plan Benefit means the Accrued Benefit earned under
the MRB Plan by an Active Yale Participant where the benefit is calculated by on
the basis of the  Participant's  New Benefit  Service,  his Earnings (within the
meaning of Article I of the MRB Plan) paid before and after March 31, 1998,  and
on the MRB Plan  benefit  formula  in  effect on and after  April 1,  1998.  The
Benefit   Service   taken  into   account   in   calculating   a   Participant's
New-Service-Only  MRB Plan  Benefit  shall not  exceed 35 years  reduced  by the
number of years of Yale Benefit Service used to calculate the Participant's Yale
Benefit.

5.2.16 Normal Retirement Date has the same meaning as in Section 1.26 of the MRB
Plan except that, when applied with respect to the Yale Benefit of a Participant
hired  after  the age of 59,  it means  the  first  day of the  month  following
attainment of age 65 regardless of length of participation in the MRB Plan.

5.2.17 Original Hire Date means the first date on which a Yale Eligible Employee
performed an Hour of Service for a Yale Employer.



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                                      Page 5 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


5.2.18  Prior Yale Plan means the Eaton  Corporation  Pension  Plan for Salaried
Employees of the Hoisting  Equipment  Division which was established in 1967 and
renamed "Yale Industrial  Products,  Inc. Pension Plan for Salaried Employees of
the Hoisting  Division"  in 1980 and  terminated  on or about  January 31, 1985.
Benefits  accrued  under the Prior Yale Plan are payable under the Group Annuity
Contract.

5.2.19 Rehire Date means the date on which a Yale Eligible  Employee is credited
with one Hour of Service following a Break-in-Service.

5.2.20 Severance Date means the earlier of the following:

     (a) The date on which an Employee quits, retires, is discharged or dies; or

     (b) The day next following a period of 12  consecutive  months during which
the Employee remained  continuously absent from active employment as an Employee
by reason of a layoff or any other reason except a quit,  discharge,  Authorized
Leave of Absence or disability leave.

5.2.21 Total Break-in-Service.

     (a) In General. "Total  Break-in-Service" means a Break-in-Service which is
not less than the  greater  of (1) 60  consecutive  months or (2) the  aggregate
length of the Yale  Vesting  Service  completed  by the  Employee  prior to such
Break-in-Service.  No Total  Break-in-Service  shall occur if the Employee has a
vested  right  to an  immediate  or  deferred  Pension  when a  Break-in-Service
commences.

     (b)    Break-in-Service.    For   the   purpose   of   Section   5.2.21(a),
"Break-in-Service"  means  a  12  consecutive  month  period  beginning  on  the
employee's  Severance  Date,  and ending on the first  anniversary of that date,
provided the employee does not complete an Hour of Service during that period.

     (c)  Absence  Due to  Pregnancy,  etc. In no event shall a Break in Service
commence  during any period (not in excess of 12  consecutive  months beyond and
Employee's  Severance  Date)  during  which an  employee  is absent from work by
reason of the  employee's  pregnancy,  by reason of the birth of the  employee's
child,  by reason of the  placement of a child with the  employee in  connection
with the child's  adoption by the  employee,  or for  purposes of caring for the
child for a period beginning immediately after such birth or placement.

5.2.22 Yale Actuarial  Equivalent.  A benefit is the "Yale Actuarial Equivalent"
of another  benefit on a given date if the  actuarial  present  value of the two
benefits on that date are the same. Yale Actuarial  Equivalence is determined on
the  basis of the  actuarial  factors  and  tables  set forth in  Appendix  S5-A
attached to this Schedule 5.


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                                      Page 6 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



5.2.23 Yale Benefit means the accrued  benefit under the Yale Salaried Plan of a
Yale  Participant  determined  under  Section  5.6 on the  assumption  that  the
Participant  terminated  employment  on the  earlier of (i) his  actual  date of
termination,  or (ii)  March 31,  1998.  In the event  that the  Participant  is
eligible for an All-Service MRB Plan Benefit (as provided in Section 5.3.2), the
term "Yale Benefit" refers to that portion of the Participant's  All-Service MRB
Plan Benefit that is equal to the benefit described in the preceding sentence.

5.2.24 Yale Benefit  Service is calculated  in Years of Yale Benefit  Service by
determining a Yale Participant's  Period of Yale Benefit Service in whole months
and  dividing  that amount by 12. Any partial  month in a period of Yale Benefit
Service shall be converted into an additional fraction of a Year of Yale Benefit
Service by dividing  the number of days in such  partial  month by 360.  For the
purpose  of this  section,  Period of Yale  Benefit  Service  means  the  period
beginning on the date an Employee  becomes an Yale Eligible  Employee and ending
on the  date  he or she  ceases  to be an  Yale  Eligible  Employee,  except  as
otherwise provided in this section.  In determining an Yale Eligible  Employee's
Period of Yale Benefit Service, the following rules shall be applied:

     (a)  Aggregation  of  Periods  Service.  In the case of a  reemployed  Yale
Eligible  Employee,  all of his or her separate  Periods of Yale Benefit Service
shall be aggregated  and treated as a single  continuous  Period of Yale Benefit
Service (subject to the rules of this section).

     (b) Breaks in Service Prior to January 1, 1976.  Any Period of Yale Benefit
Service  completed  before  January 1, 1976 shall be disregarded if such service
would  have been  disregarded  under the Prior Yale  Plan's  rules  relating  to
breaks-in-service  (regardless of whether such rules were so designated) as such
rules   were  in  effect   at  the   applicable   time.   "Rules   relating   to
breaks-in-service"  shall  include,  without  limitation,  rules that  relate to
required minimum hours or other length of employment.

     (c)  Benefit  Service  Prior to  Cash-Out.  In the case of a Yale  Eligible
Employee who received a lump sum  distribution  under  Section 5.8.4 (or similar
provision in the Yale Salaried  Plan),  the Periods of Yale Benefit Service that
were taken into account in determining the amount of such distribution  shall be
disregarded  in  determining  the amount of any other benefit to which he or she
may thereafter become entitled as a result of reemployment.

     (d) Breaks in Service. In the case of a Yale Eligible Employee who incurs a
Total Break-in-Service,  any Periods of Yale Benefit Service prior to such Total
Break-in-Service shall be disregarded.



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                                      Page 7 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (e)  Authorized  Leaves of Absence.  An individual  who is on an Authorized
Leave of Absence shall  continue to be treated as an Yale Eligible  Employee for
all purposes of the Yale Salaried  Plan during such leave (except  determination
of Yale Final  Average  Compensation),  and the  period of such  leave  shall be
included in his or her Period of Yale Benefit Service;  provided,  however, that
the inclusion of such leave in the  individual's  Period of Yale Benefit Service
shall cease as of the earlier of [1] the  individual's  Annuity Starting Date or
[2] March 31, 1998.

     (f) Absence by Reason of Layoff. A Yale Eligible Employee who is laid
off shall  continue to be treated as a Yale  Eligible  Employee  for purposes of
determining such individual's Period of Yale Benefit Service; provided, however,
that the  inclusion  of such layoff  period in the  individual's  Period of Yale
Benefit Service shall cease as of the earlier of [1] such individual's Severance
Date or [2] March 31, 1998.

     (g) No Yale Benefit  Service  Accrued After March 31, 1998. No  Participant
shall accrue Yale Benefit Service after March 31, 1998.

5.2.25 Yale Compensation  means the cash remuneration paid during a Plan Year to
a Yale Eligible Employee that is considered wages under Code Section 3401(a) for
purposes of income tax withholding at the source,  determined  without regard to
any rules that limit the  remuneration  included in wages based on the nature or
location of the employment or the services  performed (such as the exception for
agricultural labor or foreign source income).  The term "Yale Compensation" also
includes amounts  contributed at a Yale Eligible  Employee's  election to a plan
described in Code  Section 125 or 401(k),  but  excludes  other  amounts paid as
deferred  compensation,  payments in  reimbursement  of expenses or  allowances,
payments made other than in cash, welfare benefits and awards. Yale Compensation
is  limited  under  Code  Section  401(a)(17)  in the  same  manner  as MRB Plan
Earnings, as provided in Section 1.15 of the MRB Plan.

5.2.26  Yale  Disability  Benefit  means an  ancillary  benefit in the form of a
monthly payment beginning on a Yale Participant's Disability Date and continuing
until the earlier of the  Participant's  Normal  Retirement  Date or the date on
which the Participant no longer has a Disability.

     (a) Calculation of Benefit.  A Yale Disability  Benefit shall be calculated
as  provided  under  Section  5.6.2,  except that the  Participant's  Yale Final
Average  Compensation  and Covered  Compensation  shall be  determined as of the
Participant's  Disability  Date,  his  Years of Yale  Benefit  Service  shall be
determined  as though the  Participant  continued to earn such  benefit  service
until his Normal Retirement Date. A Yale Disability benefit shall not be reduced
on account of payment  commencing  before the  Participant's  Normal  Retirement
Date.



<PAGE>


                                      Page 8 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (b) Social  Security  Bridge  Payment.  Until such time as the  Participant
becomes eligible for social security  disability  benefits,  his Yale Disability
Benefit shall include a social security bridge payment  calculated under Section
5.7.3(b)  except  that the  bridge  payment  shall not be  reduced on account of
payment commencing before his Normal Retirement Date.

5.2.27  Yale Early  Retirement  Age. A Yale  Participant  will attain Yale Early
Retirement  Age on the later of date he attains  age 55 (age 50 in the case of a
Participant who is  involuntarily  terminated other than for cause and completes
10 Years of Yale Benefit Service).

5.2.28  Yale Early  Retirement  Date means the first day of the  calendar  month
coincident with or next following the date on which a Yale Participant  actually
retires,  if such date is prior to his Normal  Retirement  Date and after he has
attained Yale Early Retirement Age.

5.2.29 Yale  Eligible  Employee  means any salaried  employee of the Yale Hoists
Division of  Duff-Norton  Company,  Inc.  who at the time of  reference  was not
covered by a collective bargaining agreement and was not a Leased Employee.

5.2.30 Yale  Employee  means a salaried  employee  of the Yale  Hoists  Division
Duff-Norton Company, Inc. or an Affiliate.

5.2.31 Yale Employer means Duff-Norton  Company,  Inc. (renamed "Yale Industrial
Products,  Inc." on March 31, 1997) and any other corporation  during the period
when such other corporation was an Affiliate of Duff-Norton Company, Inc.

5.2.32 Yale Final Average Compensation means the average obtained by dividing by
five the highest Yale  Compensation paid to the Participant for five consecutive
calendar years during the final 10 consecutive calendar years of a Participant's
period of Yale  Benefit  Service.  If the  Participant's  period of Yale Benefit
Service is less than five  calendar  years,  the  average  of the  Participant's
annual Yale Compensation  during such shorter period shall be used. For purposes
of this  section,  any period  during  which a Yale  Eligible  Employee is on an
Authorized  Leave of Absence shall be disregarded,  and the months preceding and
following  such  period  shall be treated  as  consecutive.  Yale Final  Average
Compensation is limited under Code Section  401(a)(17) in the same manner as MRB
Plan Final Average Earnings, as provided in Section 1.21 of the MRB Plan.

5.2.33 Yale Salaried Plan means The Duff-Norton  Company,  Inc. Pension Plan for
Salaried  Employees  of Yale  Hoists  which was merged  into the Plan  effective
December 31, 1998 and which is evidenced by the following documents:



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                                      Page 9 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (a)  The Duff-Norton  Company,  Inc. Pension Plan for Salaried Employees of
          Yale Hoists as amended and restated effective January 1, 1989,

     (b)  Amendment 1 effective as of January 1, 1989, and

     (c)  Amendment 2 effective as of March 31, 1998.

     (d)  Amendment 3 effective as of various dates.

5.2.34 Yale Hourly Plan means the Duff-Norton Company,  Inc. Retirement Plan for
Hourly Employees of Yale Hoists.

5.2.35 Yale  Participant may mean an Active Yale Participant or an Inactive Yale
Participant.

5.2.36 Yale Vesting  Service.  A Yale  Participant must have at least 5 years of
Yale  Vesting  Service  (10 years if the  Participant  has not earned an Hour of
Service on or after  January 1, 1989) in order to have a vested  interest in his
Yale Benefit. A Yale Participant whose employment  terminates at a time when the
Participant  has no vested  interest in his Yale  Benefit  will  receive no Yale
Benefit under the MRB Plan. A Participant's Yale Vesting Service is equal to the
sum of his vesting service determined under (a) and (b) of this section.

     (a) Yale Vesting  Service Earned On and After January 1, 1999. Yale Vesting
Service earned by a Participant on and after January 1, 1999 shall be determined
in accordance with the rules of Section 2.2 of the MRB Plan.

     (b) Yale  Vesting  Service  Earned  Before  January 1, 1999.  Yale  Vesting
Service  earned by a Participant  before  January 1, 1999 shall be determined in
accordance  with the rules of this Section  5.2.36(b).  Yale Vesting  Service is
calculated in Years of Yale Vesting Service by determining a Yale  Participant's
Period of Yale Vesting  Service in whole months and dividing  that amount by 12.
Any partial month in a period of Yale Vesting Service shall be converted into an
additional  fraction of a Year of Yale Vesting Service by dividing the number of
days in such partial month by 360. For the purpose of this  section,  "Period of
Yale  Vesting  Service"  means  the  period  beginning  on a Yale  Participant's
Original  Hire Date or Rehire  Date (as the case may be) and  ending on the next
following  Severance  Date. In determining a Yale  Participant's  Period of Yale
Vesting Service, the following rules shall be applied:

          (1) Aggregation of Service.  In the case of a reemployed Yale Eligible
     Employee,  all of his or her separate Periods of Yale Vesting Service shall
     be  aggregated  and treated as a single  continuous  Period of Yale Vesting
     Service (subject to the rules in this section).


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                                     Page 10 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


          (2)  Breaks in Service  Prior to  January 1, 1976.  Any Period of Yale
     Vesting  Service  completed  before January 1, 1976 shall be disregarded if
     such service would have been disregarded  under the Prior Yale Plan's rules
     relating to  breaks-in-service  (regardless  of whether  such rules were so
     designated)  as such rules were in effect at the  applicable  time.  "Rules
     relating to  breaks-in-service"  shall include,  without limitation,  rules
     which relate to required minimum hours or other length of employment.

          (3)  Breaks-in-Service.  In the case of a Yale  Eligible  Employee who
     incurs a Total  Break-in-Service,  any Periods of Vesting  Service prior to
     such Total Break-in-Service shall be disregarded.

          (4) Authorized Leaves of Absence. A Yale Participant's  Period of Yale
     Vesting Service includes any Authorized Leave of Absence.

          (5)  Service  Spanning  Rule.  In the case of an  Employee  who  quit,
     retired or was discharged,  his or her Period of Yale Vesting Service shall
     include the period following such quit,  retirement or discharge,  if he or
     she performs an Hour of Service  within 12 months after the date when he or
     she first became absent from active  employment  (whether by reason of such
     quit, retirement or discharge or for any other reason).

5.2.37 Section  References.  A section  reference in this Schedule 5 refers to a
section in this  Schedule 5 unless it refers  explicitly  to the MRB Plan or the
Yale  Salaried  Plan.  Any  reference in this  Schedule 5 to the "MRB Plan" is a
reference  to the MRB Plan  excluding  this  Schedule 5 and all other  schedules
attached  thereto and included  therein,  unless the context  clearly  indicates
otherwise.


SECTION 5.3 PARTICIPATION IN THE MRB PLAN

5.3.1 When Active Yale Participants Become  "Participants" in the MRB Plan. Each
Active Yale Participant shall become an "Active  Participant" in the MRB Plan on
April 1, 1998  regardless of whether the Participant has met the age and service
requirements  of Section  3.1 of the MRB Plan on that  date.  An  Inactive  Yale
Participant  shall not become an "Active  Participant" in the MRB Plan except as
provided under the terms of the MRB Plan exclusive of this Schedule 5.

5.3.2 Determination of MRB Plan Benefit.

     (a) In General. Each Active Yale Participant shall be eligible to receive a
MRB Plan Benefit equal to the larger of (1) or (2) where:



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                                     Page 11 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (1)  is his All-Service MRB Plan Benefit, and

     (2)  is the sum of:

          (A)  his Yale Benefit, plus

          (B)  his New-Service-Only MRB Plan Benefit.

     (b) How  Relative  Benefit  Size Is  Determined.  For the  purpose  of this
section,  the  relative  sizes  of a Yale  Participant's  All-Service  MRB  Plan
Benefit,  his Yale Benefit,  and his  New-Service-Only MRB Plan Benefit shall be
determined as Straight Life  Annuities  commencing on the  Participant's  Normal
Retirement Date.

     (c) Participants  Hired After Age 59. If a Participant's  Normal Retirement
Date is  different  for his Yale Benefit and his benefit  accrued  under the MRB
Plan (Participants hired by Duff-Norton after age 59), the relative sizes of the
benefits shall be determined as of the first day of the month coincident with or
next following the later of (i) the  Participant's  65th  birthday,  or (ii) the
fifth  anniversary of the Participant's  deemed  commencment of participation in
the MRB Plan. For the purpose of the preceding  sentence,  the Participant shall
be  deemed  to have  commenced  participation  in the MRB  Plan on the  date the
Participant  would have commenced  participation in that plan if the Participant
had been employed by Columbus McKinnon Corporation during the entrie period that
the Participant was employed by any sponsor of the Yale Salaried Plan.

5.3.3 Time When MRB Plan Benefit Is Paid.

     (a) In General. The MRB Plan Benefit of an Active Yale Participant shall be
paid at a time determined under Article IV of the MRB Plan.

     (b) Adjustment of Yale Benefit to Reflect Time of Payment.  Notwithstanding
Section  5.3.3(a),  the Yale Benefit portion of a MRB Plan Benefit payable to an
Active Yale Participant  shall be adjusted as provided in Section 5.7 to reflect
the time of payment.

     (c) Early Retirement Before Age 55.  Notwithstanding  Section 5.3.3(a),  an
Active  Yale  Participant  who has  attained  Yale Early  Retirement  Age before
attaining  age 55 may elect to have his Yale Benefit paid  beginning on his Yale
Early Retirement Date.

     (d)  Coordination  of Time of Payment.  Any New Service  Benefit or Net MRB
Plan  Benefit  payable to an Active Yale  Participant  shall be paid at the same



<PAGE>

                                     Page 12 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


time  as  the  Participant's  Yale  Benefit,  or as  soon  thereafter  as may be
permitted under the terms of the MRB Plan exclusive of this Schedule 5.

5.3.4 Form in Which MRB Plan Benefit Is Paid.

     (a) In General.  The MRB Plan Benefit of an Active Yale  Participant may be
paid in any form permitted  under,  and shall be subject to all of the rules of,
Article V of the MRB Plan.

     (b) Adjustment of Yale Benefit to Reflect Form of Payment.  Notwithstanding
Section  5.3.4(a),  the Yale  Benefit  portion  of a MRB Plan  Benefit  shall be
adjusted  as provided in Section 5.8 if it is paid in a form other than a Single
Life Annuity.

5.3.5  Determination of Benefit Service.  An Active Yale  Participant's  Benefit
Service  (within the  meaning of Article I of the MRB Plan) shall be  determined
under Section 2.3 of the MRB Plan.  However,  in making such determination under
Section 2.3 of the MRB Plan, the following special rules apply:

         (a) Yale Benefit Service. The Participant's  Benefit Service determined
as of March 31,  1998 shall be deemed to equal the  Participant's  Yale  Benefit
Service determined as of that date.

         (b) New Benefit  Service Pro Rated in 1998.  The  Participant  shall be
deemed to have earned 0.75 years of New Benefit  Service  during the period from
April 1, 1998 through December 31, 1998 provided that the Participant  completes
at least 750 Hours of Service as an Eligible Employee during that period.

5.3.6  Determination of Vesting Service.  For the purpose of determining whether
an Active Yale  Participant  is eligible  for an MRB Plan  Benefit,  and for the
purpose of  determining  when an Active Yale  Participant  is eligible for early
retirement  under the MRB Plan, the  Participant's  Vesting  Service (within the
meaning of Article I of the MRB Plan) shall be  determined  under Section 2.2 of
the MRB Plan. However, in making such determination under Section 2.2 of the MRB
Plan,  the  Participant's  Vesting  Service  determined  as of any date prior to
January 1, 1999 shall not be less than his Yale Vesting Service determined as of
that date.

5.3.7 Offset of Certain Amounts  against MRB Plan Benefit.  The MRB Plan Benefit
paid to an  Active  Yale  Participant  shall be  reduced  by the Yale  Actuarial
Equivalent amount of other benefits payable to the Participant as provided under
Section 5.6.2(c).


SECTION 5.4 MERGER OF YALE SALARIED PLAN INTO THE MRB PLAN


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                                     Page 13 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



5.4.1 Merger of Yale  Salaried  Plan into the MRB Plan.  The Yale  Salaried Plan
shall be merged into the MRB Plan on the Merger Date.

5.4.2 Payment of Yale Salaried Plan Benefits.  Effective on and after the Merger
Date,  the MRB Plan shall be  responsible  for payment of all  benefits  accrued
under the Yale Salaried  Plan,  including all such benefits in pay status on the
Merger Date.

5.4.3 Conflict With Yale Salaried Plan  Documents.  This Schedule 5 reflects the
authority of the MRB  Retirement  Committee to interpret  the Yale Salaried Plan
with a view toward  resolving any conflicts  and  ambiguities  that exist in the
Yale Salaried Plan  documents.  If a provision in this Schedule 5 conflicts with
an unambiguous,  non-internally  conflicting provision of the Yale Salaried Plan
documents,  the  Yale  Salaried  Plan  documents  shall  govern.  In  all  other
instances, this Schedule 5 shall govern.


SECTION 5.5 WHEN YALE BENEFIT IS PAYABLE

5.5.1             Inactive Yale Participants.

         (a) Annuity  Starting Date Before  Merger Date.  The Yale Benefit of an
Inactive Yale Participant whose Annuity Starting Date occurred before the Merger
Date shall  continue  to be paid after the Merger  Date in  accordance  with the
schedule of payment established on the Annuity Starting Date.

         (b) Annuity  Starting Date On or After Merger Date. The Yale Benefit of
an Inactive Yale Participant  whose Annuity Starting Date occurs on or after the
Merger  Date may be paid  beginning  on the  first  day of any  month  after the
Participant  has  attained  Yale  Early   Retirement  Age,  as  elected  by  the
Participant,  but shall begin no later than the Participant's  Normal Retirement
Date.

5.5.2 Active Yale  Participants.  The Yale Benefit of an Active Yale Participant
shall be paid at the time provided in Section 5.3.3 of this Schedule 5.


SECTION 5.6 COMPUTATION OF YALE BENEFIT

5.6.1 In General.

     (a) Benefits In Pay Status On Merger Date. The Yale Benefit of a Yale
Participant  whose Annuity  Starting Date occurred  before the Merger Date shall
continue to be paid after the Merger Date in  accordance  with the amount,  form
and schedule of payment established on the Annuity Starting Date.



<PAGE>

                                     Page 14 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (b) Benefits  Not In Pay Status On Merger Date.  The Yale Benefit of a Yale
Participant whose Annuity Starting Date occurs on or after the Merger Date shall
be determined  using the Yale Benefit  formula set forth in Section  5.6.2.  The
benefit so  determined  shall be adjusted to reflect time of payment as provided
in Section 5.7,  and shall be further  adjusted as provided in Section 5.8 if it
is payable in a form other than a Straight Life Annuity.

5.6.2 Yale Benefit Formula.

     (a) In General.  A  Participant's  Yale Benefit  shall be  calculated  as a
Straight Life Annuity beginning on the  Participant's  Normal Retirement Date in
an annual amount equal to the greater of (1) or (2):

     (1)  1.1 percent of his Yale Final Average  Compensation  multiplied by his
          Years of Yale Benefit  Service plus 0.4 percent of the amount by which
          his Yale Final Average  Compensation  exceeds his Covered Compensation
          multiplied by his Years of Yale Benefit Service (not to exceed 39).

     (2)  $222.00 multiplied by his Years of Yale Benefit Service.

     (b) Benefit Service and Compensation  Taken Into Account.  The Yale Benefit
of a Yale Participant determined under this Section 5.6.2 shall be calculated on
the basis of Yale Benefit Service and Yale Final Average Compensation determined
as if the Participant terminated employment on March 31, 1998.

     (c)  Offset of  Benefits  from  Other  Plans.  The Yale  Benefit  of a Yale
Participant  shall be  reduced  by the Yale  Actuarial  Equivalent  of  benefits
payable to the  Participant  (or  Beneficiary)  under any other defined  benefit
pension plan to which a Yale  Employer,  or other  sponsor of the Yale  Salaried
Plan or Prior Yale Plan,  made  contributions,  to the extent that such benefits
are  attributable to the same years of service as benefits  included in the Yale
Benefit.


SECTION 5.7 ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT

5.7.1 Benefit  Commencing on Normal Retirement Date. A Yale  Participant's  Yale
Benefit  commencing  on his Normal  Retirement  Date  shall be his Yale  Benefit
computed as provided  under Section 5.6 without  adjustment  for time of payment
under this Section 5.7.

5.7.2 Benefit Commencing After Normal Retirement Date. A Yale Participant's Yale
Benefit  commencing  after his Normal  Retirement Date shall be his Yale Benefit
computed  as  provided  under  Section  5.6, but  with  his  Yale  Final Average


<PAGE>


                                     Page 15 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


Compensation  and Years of Yale  Benefit  Service  determined  as of his  actual
retirement date or March 31, 1998, whichever is earlier, actuarially adjusted as
provided in Section 4.2(c) of the MRB Plan.

5.7.3 Benefit Commencing On Yale Early Retirement Date.

     (a) In General.  A Yale  Participant's  Yale Benefit commencing on his Yale
Early  Retirement  Date shall be his Yale  Benefit  computed as  provided  under
Section  5.6,  but with his Yale Final  Average  Compensation  and Years of Yale
Benefit Service  determined as of his actual  retirement date or March 31, 1998,
whichever is earlier.  The benefit so determined  shall be unreduced  under this
Section 5.7 if payment  begins on or after the first day of the month  following
the Participant's 6Oth birthday. However, for each month that the commencment of
payment  precedes the first day of the month  following the  Participant's  60th
birthday the benefit shall be reduced by 1/2 of 1 percent.

     (b) Social Security Bridge Payment. A Yale Participant who is paid an early
retirement benefit calculated under Section 5.7.3(a) shall receive, in addition,
a social security bridge payment  calculated  under this Section  5.7.3(b).  The
social security bridge payment shall equal the difference between (i) the amount
calculated under 5.7.3(a) (but with no reduction for early payment), and (ii) an
amount equal to the greater of (1) or (2):

          (1)  1.5  percent  of his  or  her  Yale  Final  Average  Compensation
               multiplied by his Years of Yale Benefit Service.

          (2)  $354.00 multiplied by his Years of Yale Benefit Service.

The Participant's Yale Final Average  Compensation and his Years of Yale Benefit
Service shall be determined in the same manner as in Section 5.7.3(a).

The social security bridge payment  described in this Section  5.7.3(a) shall be
reduced  by 0.5  percent  for each  month  that  the  Participant's  Yale  Early
Retirement  Date precedes the first day of the month on or after his or her 60th
birthday.  The social  security  bridge  payment  shall be further  adjusted  as
provided  in 5.8  and  shall  terminate  when  the  Participant  attains  Normal
Retirement Age.

5.7.4 Deferred Vested Benefit  Commencing  Before Normal Retirement Date. A Yale
Participant who terminates employment after having completed at least 5 years of
Yale Vesting  Service  shall be eligible to receive a deferred  vested  benefit,
commencing  on the first day of any  month on or after  his 55th  birthday.  The
benefit  shall be  computed  as  provided in Section 5.6 but based upon his Yale
Final Average  Compensation  and Years of Yale Benefit Service  determined as of



<PAGE>


                                     Page 16 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


his  employment   termination   date.  If  benefit  payment  begins  before  the
Participant's  Normal Retirement Date, the amount of the  Participant's  benefit
shall  determined in the same manner as an early retirement  benefit  calculated
under Section  5.7.3(a) but with no social  security  bridge payment  calculated
under Section 5.7.3(b).


SECTION 5.8 FORM OF YALE BENEFIT

5.8.1 In General.

     (a) Annuity  Starting Date Before  Merger Date.  The form of payment of the
Yale Benefit of a Yale  Participant  whose Annuity Starting Date occurred before
the Merger Date shall  continue  unchanged by this  Schedule 5 (except as may be
provided under Section 5.9 concerning reemployment).

     (b) Annuity  Starting Date on or after Merger Date.  The form of payment of
the Yale Benefit of a Yale Participant  whose Annuity Starting Date occurs on or
after the Merger Date shall be the normal form determined under Section 5.8.2 or
an  optional  form  determined  under  Section  5.8.3,  as  elected  by the Yale
Participant.  Payment  of the  benefit  in an  optional  form is  subject to the
notice, waiver, election and spousal consent rules and other relevant provisions
set forth in Article V of the MRB Plan.

5.8.2 Normal Form of Payment.

     (a)  Unmarried  Yale  Participants.  The normal  form of payment for a Yale
Participant  who is not married on his Annuity  Starting Date is a Straight Life
Annuity.

     (b)  Married  Yale  Participants.  The normal  form of  payment  for a Yale
Participant who is married on his Annuity Starting Date is a Qualified Joint and
Survivor  Annuity  that is the Yale  Actuarial  Equivalent  of a  Straight  Life
Annuity.

5.8.3 Optional Form of Payment.

     (a) Inactive Yale  Participants.  Subject to the provisions of Article V of
the MRB Plan, an Inactive Yale Participant may elect, in lieu of his normal form
of payment provided under Section 5.8.2,  any of the following  optional form of
payment  available  under Section  5.2(c) of the MRB Plan,  where the benefit is
first  calculated  as a Straight  Life  Annuity  under this  Schedule 5 and then
converted  into an optional form of payment [1] using the actuarial  factors set
forth in Appendix  S5-A  attached to this  Schedule 5 in the case of a 50% Joint
and Survivor annuity or a 100% Joint and Survivor annuity:



<PAGE>


                                     Page 17 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


          (1)  a Straight Life Annuity,

          (2)  a 50% Joint and Survivor Annuity, or

          (3)  a 100% Joint and Survivor Annuity.

     (b) Active Yale Participants.

          (1) All-Service MRB Plan Benefit. Subject to the provisions of Article
     V of the MRB Plan, an Active Yale Participant whose benefit is described in
     Section  5.3.2(a)(1)  may  elect,  in lieu of his  normal  form of  payment
     provided under Section 5.8.2, any optional form of payment  available under
     Section 5.2(c) of the MRB Plan.

          (2) Yale Benefit + New-Service-Only  MRB Plan Benefit.  Subject to the
     provisions of Article V of the MRB Plan, an Active Yale  Participant  whose
     benefit is  described  in  Section  5.3.2(a)(2)  may elect,  in lieu of his
     normal form of payment  provided under Section 5.8.2,  any optional form of
     payment  available under Section 5.2(c) of the MRB Plan with respect to the
     New-Service-Only  MRB Plan Benefit portion of his benefit, and any optional
     form of benefit  available  under Section  5.8.3(a)of  this Schedule 5 with
     respect to the Yale Benefit portion of his benefit.

5.8.4 Cash-out of Minimum Benefit.

     (a) Mandatory Distribution.  In the event that a Yale Participant ceases to
be an Employee at a time when the lump sum present value of his MRB Plan Benefit
determined under Section 5.3.2 is $5,000 or less, the Participant  shall be paid
the benefit in a single sum as soon as  practicable,  as provided  under Section
5.4 of the MRB Plan.

     (b) Survivor  Benefits.  Rules similar to those in Section  5.8.4(a)  shall
apply with respect to a survivor benefit payable to a spouse.

     (c) Payment After Annuity  Starting  Date.  No  distribution  shall be made
under to this Section 5.8.4 after the Yale  Participant's  Annuity Starting Date
unless  the  Yale   Participant  and  his  spouse  consent  in  writing  to  the
distribution.


SECTION 5.9 REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS

5.9.1 Suspension of Benefit Payments.  If a Yale Participant is reemployed as an
Employee after he has begun to receive  payment of his Yale  Benefit, payment of


<PAGE>


                                     Page 18 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


the  benefit  shall cease  until the Yale  Participant  is no longer an Employee
(subject to required minimum  distributions as provided under Section 5.5 of the
MRB Plan), in accordance with Article VI of the MRB Plan.


SECTION 5.10 SURVIVOR BENEFITS

5.10.1 Preretirement Spouse's Benefit.

     (a)  Eligibility  for Benefit.  The spouse of a Yale  Participant  shall be
entitled to a preretirement spouse's benefit determined under section if each of
the following conditions are met:

          (1)  The Yale Participant dies before his Annuity Starting Date.

          (2) The Yale Participant's service terminates after he has completed 5
     or more years of Yale Vesting Service, or the Yale Participant is otherwise
     vested in his benefit.

          (3) The spouse is married to the Yale  Participant  on the date of his
     death and has been married to him for at least one year.

          (4) The  spouse  is  living  on the  date on which  the  preretirement
     spouse's benefit commences.

     (b)  Amount of  Benefit.  The  preretirement  spouse's  benefit  shall be a
monthly benefit payable to the spouse beginning on the later of the first day of
the month after the Participant's  death or the first day of the month after the
Participant  would  have  attained  age 55,  whichever  is  later,  in an amount
determined as if the  Participant  had terminated  employment on the date of his
death (or actual  termination of employment if earlier)  survived until the date
benefits  begin,  elected a Qualified  Joint and  Survivor  Annuity and died the
following  day.  A  preretirement   spouse's   benefit   beginning   before  the
Participant's  Normal Retirement Date shall be reduced as provided under Section
5.7.3.  Notwithstanding  the foregoing,  the surviving spouse may elect to delay
the  commencement  of  benefits  until any later  date up to and  including  the
Participant's Normal Retirement Date.


SECTION 5.11 DISABILITY BENEFITS

5.11.1 Yale Participants Receiving Disability Benefits on Merger Date.



<PAGE>


                                     Page 19 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (a)  Continuation of Yale  Disability  Benefit.  A Yale  Participant who is
receiving  a Yale  Disability  Benefit as of the Merger  Date shall  continue to
receive that benefit until the earlier [1] the  Participant's  Normal Retirement
Date or [2] the date on which the Participant ceases to have a Disability.

     (b) Normal Retirement  Benefit.  Upon attaining his Normal Retirement Date,
the Participant  shall commence his normal retirement  benefit  determined under
Section 5.6 except that the  Participant's  Years of Yale Benefit  Service shall
not be less than the amount used to calculate the Participant's  Yale Disability
Benefit.

     (c) Death Before Normal  Retirement Date. In the event that the Participant
dies after his Disability Retirement Date and before his Normal Retirement Date,
no further  benefit shall be payable  except as may be provided in Section 5.10.
In such case,  the  preretirement  spouse's  benefit  shall be based on a normal
retirement  benefit calculated in accordance with the rules set forth in Section
5.11.1(b).

5.11.2 Yale Participants Who Are Disabled on the Merger Date. A Yale Participant
who has a Disability on the Merger Date but who has not had a Disability Date on
or before the Merger Date shall be entitled to a Yale Disability Benefit provide
the  Participant  has a Disability  Date within one month  following  the Merger
Date.  The Yale  Disability  Benefit shall be subject to the rules  described in
5.11.1.

5.11.3  Yale  Participants  Who Are Not  Disabled  on the  Merger  Date.  A Yale
Participant  who does not have a  Disability  on the  Merger  Date  shall not be
entitled to a Yale  Disability  Benefit even though such  Participant may become
disabled at a later time.


SECTION 5.12 REDUCTION OF PENSION FOR CERTAIN PARTICIPANTS

5.12.1 Reduction of Pension for Certain  Participants.  The Yale Benefits of the
following  Participants,  as determined under Section 5.6.2, shall be reduced by
the following amounts  attributable to benefits paid with respect to other plans
that were  consolidated with the Yale Salaried Plan or Yale Prior Plan, prior to
any adjustment under Section 5.7 or Section 5.8.

Participant                         Amount of Reduction
-----------                         -------------------

Lida Carty                                  $608.25
Roy C. Tipton                                344.29
Paul D. Killingsworth                        413.81



<PAGE>


                                     Page 20 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


Comparable  reductions  shall be made to any  benefit  that is dervied  from the
Participant's Yale Benefit.



<PAGE>


                                     Page 21 Schedule 5 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


                                  APPENDIX S5-A
                                  -------------

                    ACTUARIAL ASSUMPTIONS, TABLES AND FACTORS
                    -----------------------------------------

                           FOR COMPUTING PLAN BENEFITS
                           ---------------------------


I.       Lump Sum Factors.

         Lump sum  equivalencies  of annuities  shall be determined by using the
         following mortality and interest assumptions:

         (1)  Mortality:  The 1983  Group  Annuity  Mortality  Table  with a 50%
         male/50% female blend.

         (2) Interest:  The interest  rate shall be the annual  interest rate on
         30-year United States Treasury securities as determined by the Internal
         Revenue  Service for the month of November  preceding the calendar year
         in which occurs the Annuity Starting Date.

         Notwithstanding  the foregoing,  the lump sum  equivalency of a benefit
         paid  before  December  31,  1999  shall  not be less than the lump sum
         amount  of such  benefit  determined  as  provided  above  but with the
         interest  rate  determined  as of the last day of the calendar  quarter
         preceding the date of the lump sum distribution.

II.      Annuity Conversion Tables.

         Following  (on the next  several  pages) are  tables  used to convert a
         Straight  Life  Annuity to a 50% Joint and  Survivor  Annuity or a 100%
         Joint and Survivor Annuity:





559909.1

<PAGE>


                         COLUMBUS MCKINNON CORPORATION
                        MONTHLY RETIREMENT BENEFIT PLAN

                                   SCHEDULE 6

                    DUFF-NORTON COMPANY, INC. RETIREMENT PLAN
                    FOR EMPLOYEES OF AMERICAN LIFTS DIVISION
             MERGER INTO MRB PLAN, TREATMENT OF FORMER PARTICIPANTS

                         SCHEDULE 6 -- TABLE OF CONTENTS

SECTION 6.1 INTRODUCTION                                                   1

SECTION 6.2 DEFINITIONS                                                    2

         6.2.1    Affiliate                                                2
         6.2.2    All-Service MRB Plan Benefit                             2
         6.2.3    American Lifts Actuarial Equivalent                      3
         6.2.4    American Lifts Benefit                                   3
         6.2.5    American Lifts Compensation                              3
         6.2.6    American Lifts Plan                                      3
         6.2.7    AmLifts Benefit Service                                  4
         6.2.8    AmLifts Eligible Employee                                5
         6.2.9    AmLifts Employee                                         5
         6.2.10   AmLifts Employer                                         5
         6.2.11   AmLifts Participant                                      5
         6.2.12   AmLifts Vesting Service                                  5
         6.2.13   Hour of Service                                          6
         6.2.14   Merger Date                                              7
         6.2.15   MRB Plan                                                 7
         6.2.16   MRB Plan Benefit                                         7
         6.2.17   Net MRB Plan Benefit                                     7
         6.2.18   New Benefit Service                                      7
         6.2.19   New-Service-Only MRB Plan Benefit                        7
         6.2.20   Normal Retirement Date                                   7
         6.2.21   Plan Year                                                7
         6.2.22   Total Break-in-Service                                   7
         6.2.23   Section References                                       8

SECTION 6.3 PARTICIPATION IN THE MRB PLAN                                  8

         6.3.1    When AmLifts Participants Become "Participants" 
                  in the MRB Plan                                          9
         6.3.2    Determination of MRB Plan Benefit                        9
         6.3.3    Time When MRB Plan Benefit Is Paid                       9


<PAGE>



           Schedule 6 -- Table of Contents

                                                                        Page
         6.3.4    Form in Which MRB Plan Benefit Is Paid                 10
         6.3.5    Determination of Benefit Service                       10
         6.3.6    Determination of Vesting Service                       10
         6.3.7    Offset of Certain Amounts against MRB Plan Benefit     10

SECTION 6.4 MERGER OF AMERICAN  LIFTS PLAN INTO THE MRB PLAN             11 
         6.4.1    Merger of American Lifts Plan into the MRB Plan        11 
         6.4.2    Payment of American Lifts Benefits                     11 
         6.4.3    Conflict With American Lifts Plan Documents            11

SECTION 6.5 WHEN AMERICAN LIFTS BENEFIT IS PAYABLE                       11
         6.5.1    In General                                             11

SECTION 6.6 COMPUTATION OF AMERICAN LIFTS BENEFIT                        11
         6.6.1    In General.                                            11
         6.6.2    American Lifts Benefit Formula.                        12

SECTION 6.7 ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT             13
         6.7.1    Benefit Commencing on Normal Retirement Date           13
         6.7.2    Benefit Commencing After Normal Retirement Date        13
         6.7.3    Benefit Commencing Before Normal Retirement Date       14

SECTION 6.8 FORM OF AMERICAN LIFTS BENEFIT                               14
         6.8.1    In General                                             14
         6.8.2    Cash-out of Minimum Benefit                            14

SECTION 6.9 REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS                  15
         6.9.1    Suspension of Benefit Payments                         15

SECTION 6.10 SURVIVOR BENEFITS                                           15
         6.10.1   In General                                             15



Appendix S5-A --  Actuarial Assumptions and Annuity Conversion Tables


<PAGE>



                          COLUMBUS MCKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                                   SCHEDULE 6

                    DUFF-NORTON COMPANY, INC. RETIREMENT PLAN
                    FOR EMPLOYEES OF AMERICAN LIFTS DIVISION
             MERGER INTO MRB PLAN, TREATMENT OF FORMER PARTICIPANTS

                                                        
SECTION 6.1 INTRODUCTION

     Columbus   McKinnon   Corporation  (the  "Company"   acquired  all  of  the
outstanding stock of Duff-Norton Company, Inc. on January 3, 1997. At that time,
Duff-Norton  maintained several defined benefit pension plans covering different
groups of its employees.  One of these plans was the Duff-Norton  Company,  Inc.
Retirement  Plan for Employees of American Lifts  Division (the "American  Lifts
Plan").  The Company wishes to  consolidate  the defined  benefit  pension plans
covering its nonunion employees. In furtherance of that goal, the Company has:

     Caused  the  American  Lifts  Plan to be  amended  to  discontinue  benefit
     accruals effective March 31, 1998,

     Extended   coverage  under  the  Columbus  McKinnon   Corporation   Monthly
     Retirement  Benefit  Plan (the "MRB  Plan") to nonunion  Employees  covered
     under the American Lifts Plan effective April 1, 1998, and

     Authorized  the merger of the portion of the American  Lifts Plan  covering
     nonunion Employees into the MRB Plan on February 28, 1999.

     This Schedule 6 provides  special rules pursuant to which  participants  in
the American  Lifts plan will  participate in the MRB Plan beginning on April 1,
1998. In accordance with this Schedule 6, Employees who were active participants
in the American Lifts Plan on March 31, 1998:

     will be granted  Vesting  Service and Benefit Service under the MRB Plan as
     of April 1, 1998  equal to service  earned  under the  American  Lifts Plan
     after March 31, 1987 and before April 1, 1998,

     will receive a benefit under the MRB Plan equal to the larger of:

          the benefit accrued under the MRB Plan benefit formula with respect to
          Carryover  Service  from the American  Lifts Plan plus service  earned
          under the MRB Plan after March 31, 1998 (their  "All-Service  MRB Plan
          benefit"), or


<PAGE>

                                      Page 2 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


          the sum of (i) their benefit  accrued under the American Lifts Plan as
          of March 31,  1998  (their  "American  Lifts  Benefit")  plus (ii) the
          benefit  accrued  under the MRB Plan with  respect to  service  earned
          after March 31, 1998 (their "New-Service-Only MRB Plan Benefit"), and

     will be entitled to:

          receive  their  entire  MRB Plan  benefit  at the time and in the form
          provided under the MRB Plan.

     In addition,  this Schedule 6 provides for the merger of the portion of the
American  Lifts Plan covering  nonunion  Employees  into the MRB Plan  effective
February 28, 1999.  Nonunion  employees and former  nonunion  employees who were
inactive  participants  in the American Lifts Plan on March 31, 1998 and who did
not  become  participants  in the MRB  Plan,  as well as union  Employees,  will
continue to receive their American Lifts Benefit under the American Lifts Plan.

     This  Schedule 6 should be  construed  so as to achieve its purposes as set
forth in this  Introduction  including the  preservation of benefits and benefit
forms accrued under the American Lifts Plan and the avoidance of the duplication
of benefits  under the MRB Plan and the American Lifts Plan for the same periods
of Benefit Service.

     This  Section 6.1 is  intended  merely as an  overview  and actual  benefit
calculations shall be made on the basis of the rules set forth in the subsequent
sections of this Schedule 6.


SECTION 6.2 DEFINITIONS

     Capitalized terms used in this Schedule 6 shall have the meanings set forth
in Article I of the MRB Plan  except  that the  following  terms  shall have the
meanings set forth below solely for purposes of this Schedule 6:

6.2.1  Affiliate . Reference in this Schedule 6 to an "Affiliate" of Duff-Norton
Company, Inc. or any other company shall mean an "affiliate" defined in a manner
analogous to the definition of "Affiliate" at Section 1.5 of the MRB Plan.

6.2.2  All-Service  MRB Plan Benefit means the Accrued  Benefit earned under the
MRB Plan by an AmLifts  Participant  where the benefit is  calculated  by taking
into account both New Benefit  Service and AmLifts  Benefit Service earned after

<PAGE>

                                      Page 3 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


March 31, 1987. The all-service benefit is calculated under the MRB Plan benefit
formula  applicable  on and after April 1, 1998,  as set forth in Section 4.1 of
the MRB Plan,  both with  respect to New  Benefit  Service  and with  respect to
AmLifts Benefit Service. The all-service benefit consists of two components,  an
American Lifts Benefit and a Net MRB Plan Benefit.

6.2.3 American  Lifts  Actuarial  Equivalent . A benefit is the "American  Lifts
Actuarial  Equivalent"  of  another  benefit  on a given  date if the  actuarial
present  value of the two  benefits  on that date are the same.  American  Lifts
Actuarial  Equivalence  is determined on the basis of the actuarial  factors set
forth in Appendix S6-A attached to this Schedule 6.

6.2.4 American Lifts Benefit means the accrued  benefit under the American Lifts
Plan of an AmLifts  Participant  determined  under Section 6.6 on the assumption
that the Participant terminated employment on the earlier of (i) his actual date
of  termination,  or (ii) March 31, 1998. In the event that the  Participant  is
eligible for an All-Service MRB Plan Benefit (as provided in Section 6.3.2), the
term  "American  Lifts  Benefit"  refers to that  portion  of the  Participant's
All-Service  MRB Plan  Benefit  that is equal to the  benefit  described  in the
preceding sentence.

6.2.5 American Lifts  Compensation  means,  with respect to any AmLifts Eligible
Employee,  the "taxable  wages" paid to the Employee by the AmLift  Employer and
each Affiliate.  For Plan Years beginning before March 1, 1995,  compensation is
based on wages paid during the  calendar  year ending  immediately  prior to the
Plan Year. For Plan Years beginning on and after March 1, 1995,  compensation is
based on wages paid during the calendar  year ending  during the Plan Year.  For
this purpose, "taxable wages" means the taxable wages to be reflected in federal
taxable  wages box of the Internal  Revenue  Service  Form W-2,  but  determined
without  regard to any  rules  under  section  3401(a)  of the Code  that  limit
remuneration included in wages based on the nature or location of the employment
or the services performed.  In addition,  "American Lifts Compensation" includes
elective  contributions that are made by the Employer on behalf of its Employees
that are not  includible  in gross income under Code  Sections  125,  402(e)(3),
402(h) and 403(b).AmLift  Compensation is limited under Code Section  401(a)(17)
in the same manner as MRB Plan Earnings,  as providedin  Section 1.15 of the MRB
Plan.

6.2.6 American Lifts Plan means The Duff-Norton  Company,  Inc.  Retirement Plan
for  Employees  of  American  Lifts  Division  which  was  merged  into the Plan
effective February 28, 1999 and which is evidenced by the following documents:

<PAGE>

                                      Page 4 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



     (a)  The  Duff-Norton  Company,  Inc.  Retirement  Plan  for  Employees  of
          American  Lifts  Division as amended and restated  effective  March 1,
          1989,

     (b)  Amendment 1 effective as of March 1, 1995,

     (c)  Amendment 2 effective as of March 31, 1998,

     (d)  Amendment 3 effective as of various dates.

6.2.7 AmLifts Benefit Service is calculated in Years of AmLifts Benefit Service.
A "Year of AmLifts Benefit Service" means:

     (a) Prior to March 1, 1976.  With  respect to Plan Years  prior to March 1,
1976, the  Participant  accrues a Year of AmLifts  Benefit Service for each Plan
Year for which the Participant receives an accrual under Section 6.6.2(a)(1).

     (b) After  February 29, 1976 . With respect to any Plan Year after February
29,  1976 in which a  Participant  is an AmLifts  Eligible  Employee , a Year of
AmLifts  Benefit  Service  shall be  credited as follows:  A  Participant  shall
receive one Year of AmLifts Benefit Service for the Plan Year in which he or she
becomes a  Participant  and each  subsequent  Plan Year in which he or she is an
AmLifts  Eligible  Employee;  provided the Participant  completes 1,000 Hours of
Service  during  that  Plan  Year.  For any  Plan  Year in  which a  Participant
completes  less than 1,000 Hours of Service,  he or she shall be credited with a
fraction of a Year of AmLifts Benefit  Service if the Hours of Service  credited
relate to a partial  Plan Year of work,  and such hours would result in a credit
of at least 1,000 Hours of Service  when  extrapolated  to a full Plan Year.  In
such case,  the credit shall be a fraction,  the  denominator of which is 12 and
the  numerator  of which is equal to the number of full  calendar  months in the
Plan Year in which the  Participant  completes his or her regular work schedule.
(If the Participant's  status as an Employee in his or her regular work schedule
ceases  after the 16th day of any month,  such month shall be credited as a full
calendar month.)

     (c)  Rule of  Parity.  In the  case of an  AmLifts  Eligible  Employee  who
incurred a Total Break-in-Service, any Years of AmLifts Benefit Service prior to
such Total Break-in-Service shall be forfeited.

     (d) Service Records. A Participant's Years of AmLifts Benefit Service shall
be determined by the Company on the basis of employment records or on such other
reasonable and  nondiscriminatory  basis as it may adopt, and such determination
shall be conclusive and binding on all persons.

<PAGE>

                                      Page 5 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (e) AmLifts  Benefit  Service  Used to Calculate  an  All-Service  MRB Plan
Benefit.  A  Participant's   AmLifts  Benefit  Service  used  to  calculate  his
All-Service  MRB Plan Benefit shall be limited to AmLift Benefit  Service earned
after March 31, 1998.

     (f) Pro-rated  Participation  in Plan Year  Beginning  March 1, 1998.  Each
Participant who on March 31, 1998 was an AmLifts  Eligible  Employee and was not
covered by a  collective  bargaining  agreement,  and whose  accrual of benefits
under the American Lifts Plan terminated on March 31, 1998 pursuant to Amendment
No. 2 of the 1989 Plan  Restatement,  shall be deemed to have earned 1/12th of a
year of AmLifts  Benefit  Service  attributable  to service  during the month of
March, 1998, provided such Participant completes at least 1,000 Hours of Service
during the American Lifts Plan plan year beginning  March 1, 1998 (or would have
completed  at least  1,000  Hours of Service  during  such plan year but for the
Participant's termination of employment during the plan year).

     (g) No AmLifts Benefit Service Accrued After March 31, 1998. No Participant
shall accrue AmLifts Benefit Service after March 31, 1998.

6.2.8  AmLifts  Eligible  Employee  means  any  AmLifts  Employee  who meets the
following  criteria:  (1) the Employee is an Employee of an AmLifts Employer who
is not covered by a collective bargaining agreement between the Employer and any
union or other bargaining  group, and (2) the Employee either is (i) employed at
the Tacoma,  Washington  location or (ii)  employed at the  Greensburg,  Indiana
location  prior to March  1,  1976,  having  been a  Participant  in the Plan on
February 29, 1976 and having since March 1, 1976 been  continuously  employed by
the Employer. However, no Leased Employee shall be an AmLifts Eligible Employee.
An individual's  status as an AmLifts  Eligible  Employee shall be determined by
the AmLifts Employer,  and such determination shall be conclusive and binding on
all persons.

6.2.9 AmLifts Employee means a common law employee of the AmLifts Employer or an
Affiliate.

6.2.10  AmLifts  Employer  means  Duff-Norton   Company,   Inc.  (renamed  "Yale
Industrial  Products,  Inc." on March 31, 1997) and any other corporation during
the period when such other corporation was an Affiliate of Duff-Norton  Company,
Inc. and,  prior to its  acquisition  by Spreckels  Industries,  Inc.,  American
Manufacturing Company, Inc. and its Affiliates.

6.2.11 AmLifts  Participant  means an individual who was a nonunion Employee and
who was an active  participant  in the American Lifts Plan on March 31, 1998 and
who was an Eligible Employee under the MRB Plan on April 1, 1998.

<PAGE>

                                      Page 6 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


6.2.12 AmLifts  Vesting  Service . An AmLifts  Participant  must have at least 5
years of AmLifts  Vesting Service (10 years if the Participant has not earned an
Hour of Service on or after March 1, 1989) in order to have a vested interest in
his American Lifts Benefit. An AmLifts  Participant whose employment  terminates
at a time when the  Participant  has no vested  interest in his  American  Lifts
Benefit  will  receive  no  American   Lifts  Benefit  under  the  MRB  Plan.  A
Participant's AmLifts Vesting Service is equal to the sum of his vesting service
determined under (a) and (b) of this section.

     (a) AmLifts  Vesting  Service  Earned On and After  March 1, 1999.  AmLifts
Vesting  Service  earned by a  Participant  on and after  March 1, 1999 shall be
determined in accordance with the rules of Section 2.2 of the MRB Plan.

     (b) AmLifts  Vesting  Service Earned Before March 1, 1999.  AmLifts Vesting
Service  earned by a  Participant  before March 1, 1999 shall be  determined  in
accordance with the rules of this Section 6.2.12(b).  AmLifts Vesting Service is
calculated  in Years of AmLifts  Vesting  Service.  A "Year of  AmLifts  Vesting
Service" means the sum of the amounts determined under (1) and (2) below.

          (1) Prior to March 1, 1976. For each  Computation  Period ending prior
     to March 1, 1976, an AmLifts  Employee  shall be credited with  one-twelfth
     (1/12) of a Year of AmLifts Vesting Service for each full calendar month of
     employment with the AmLifts Employer.

          (2) After  February  29,  1976.  For each Plan Year  commencing  after
     February 29, 1976, an AmLifts  Employee  shall be credited with one Year of
     AmLifts  Vesting Service if he or she has completed at least 1,000 Hours of
     Service  during  that Plan Year.  In  determining  an  Employee's  Years of
     AmLifts Vesting Service, the following rules shall be applied:

               (A) Rule of Parity.  In the case of an  Employee  who  incurred a
          Total Break-in-Service,  any Years of AmLifts Vesting Service prior to
          such Total Break-in-Service shall be disregarded.

               (B) Special  Credit.  If an  Employee is credited  with a Year of
          Participation Service for the  12-consecutive-month  period commencing
          on the Employee's Original Hire Date, such 12-consecutive-month period
          spans  two Plan  Years  and the  Employee  did not  receive  a Year of
          AmLifts  Vesting Service for at least one such Plan Year, the Employee
          shall be credited with a Year of AmLifts Vesting Service for such Year
          of Participation Service.

<PAGE>

                                      Page 7 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     (c) Service  Records.  An Employee's Years of AmLifts Vesting Service shall
be  determined  by the  Employer on the basis of  employment  records or on such
other  reasonable  and  nondiscriminatory  basis  as  it  may  adopt,  and  such
determination shall be conclusive and binding on all persons.

6.2.13 Hour of Service .  Reference  in this  Schedule 6 to an "Hour of Service"
shall mean an "hour of service"  defined in a manner analogous to the definition
of "Hour of Service"  at Section  1.23 of the MRB Plan,  except that  "Employer"
shall mean  Duff-Norton  Company,  Inc.  and each  Affiliate  that  adopted  the
American Lifts Plan, and the  equivalency  rule set forth in Section  1.23(d) of
the MRB Plan shall not apply.

6.2.14 Merger Date means February 28, 1999.

6.2.15 MRB Plan  means the  Columbus  McKinnon  Corporation  Monthly  Retirement
Benefit Plan, as amended, of which this Schedule 6 is a part.

6.2.16  MRB  Plan  Benefit  means  the  entire  benefit  payable  to  a  AmLifts
Participant  under the MRB Plan  including this Schedule 6. The MRB Plan Benefit
of an AmLifts Participant is determined under Section 6.3.2.

6.2.17  Net MRB Plan  Benefit  means the  portion  of an  AmLifts  Participant's
All-Service MRB Plan Benefit that exceeds his American Lifts Benefit.

6.2.18  New  Benefit   Service  means  Benefit  Service  earned  by  an  AmLifts
Participant  after March 31, 1998 in accordance with Section 2.3 of the MRB Plan
as modified by Section 6.3.5 of this Schedule 6.

6.2.19  New-Service-Only MRB Plan Benefit means the Accrued Benefit earned under
the MRB Plan by an AmLifts Participant where the benefit is calculated by on the
basis of the Participant's New Benefit Service, his Earnings (within the meaning
of Article I of the MRB Plan) paid before and after March 31,  1998,  and on the
MRB Plan  benefit  formula  in effect on and after  April 1, 1998.  The  Benefit
Service taken into account in calculating a Participant's  New-Service-Only  MRB
Plan Benefit shall not exceed 35 years reduced by the number of years of AmLifts
Benefit Service used to calculate the Participant's AmLifts Benefit.

6.2.20 Normal Retirement Date has the same meaning as in Section 1.26 of the MRB
Plan  except  that,  when  applied  with  respect  to the  AmLifts  Benefit of a
Participant  hired  after  the age of 59,  it means  the  first day of the month
following  attainment of age 65 regardless of length of participation in the MRB
Plan.

<PAGE>

                                      Page 8 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


6.2.21 Plan Year . Reference  in this  Schedule 6 to an "Plan Year" shall mean a
Plan Year with  respect to the  American  Lifts Plan unless the context  clearly
indicates  otherwise.  A Plan Year with respect to the American Lifts Plan means
the  12-consecutive-month  period from March 1, 1971 to February 29,  1972,  and
each succeeding 12-month period beginning March 1 and ending February 28 or 29.

6.2.22 Total Break-in-Service.

     (a) In General. "Total  Break-in-Service" means a Break-in-Service which is
not less than the greater of (1) one Plan Year ending  prior to March 1, 1985 or
five Plan Years ending on or after March 1, 1985 or (2) the  aggregate  Years of
AmLifts   Vesting   Service   completed   by  the   Employee   prior   to   such
Break-in-Service.  No Total  Break-in-Service  shall occur if the Employee has a
vested  right  to an  immediate  or  deferred  Pension  when a  Break-in-Service
commences.

     (b)    Break-in-Service.    For   the   purpose   of   Section   6.2.22(a),
Break-in-Service means a Plan Year during which an Employee does not complete at
least 501 Hours of service.

     (c) Absence  Due to  Pregnancy  etc.  Solely for  purposes  of  determining
whether a Break-in-Service  has occurred,  an Employee shall be credited with up
to 501 Hours of  Service  for any  period  beginning  on or after  March 1, 1985
during  which  the  Employee  is absent  from  work by reason of the  Employee's
pregnancy,  by  reason of the birth of the  Employee's  child,  by reason of the
placement of a child with the Employee in connection  with the child's  adoption
by the Employee,  or for purposes of caring for the child for a period beginning
immediately  after such birth or such  placement.  The preceding  sentence shall
apply only if the  Employee  demonstrates  to the Company on a timely basis that
his or her absence is caused by one of the specified  reasons.  Hours of Service
with  respect to such  periods  shall be  credited to the Plan Year in which the
absence  commences,   or,  if  the  Participant  would  not  otherwise  incur  a
Break-in-Service in that Plan Year, to the following Plan Year.

     (d) Authorized Leave of Absense. A  Break-in-Service  shall not include any
period during which an Employee is on an Authorized Leave of Absence. As used in
the preceding sentence,  "Authorized Leave of Absence" means military service or
any other absence from active employment,  whether with or without remuneration,
that  is   authorized  in  accordance   with  the   Company's   prevailing   and
nondiscriminatory practices; provided that the affected Employee conforms to all
of the  conditions  of the leave of absence,  including  a return to  employment
within the time specified therein.

6.2.23 Section  References . A section  reference in this Schedule 5 refers to a
section in this  Schedule 5 unless it refers  explicitly  to the MRB Plan or the

<PAGE>

                                      Page 9 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


American  Lifts Plan.  Any  reference in this  Schedule 6 to the "MRB Plan" is a
reference  to the MRB Plan  excluding  this  Schedule 6 and all other  schedules
attached  thereto and included  therein,  unless the context  clearly  indicates
otherwise.


SECTION 6.3 PARTICIPATION IN THE MRB PLAN 

6.3.1 When AmLifts  Participants  Become  "Participants"  in the MRB Plan . Each
AmLifts  Participant  shall  become an "Active  Participant"  in the MRB Plan on
April 1, 1998  regardless of whether the Participant has met the age and service
requirements  of Section 3.1 of the MRB Plan on that date. A participant  in the
American  Lifts Plan who is not an  "AmLifts  Participant"  (as  defined in this
Schedule 6) shall not become an "Active  Participant"  in the MRB Plan except as
provided under the terms of the MRB Plan exclusive of this Schedule 6.

6.3.2 Determination of MRB Plan Benefit.

     (a) In General. Each AmLifts Participant shall be eligible to receive a MRB
Plan Benefit equal to the larger of (1) or (2) where:

     (1) is his All-Service MRB Plan Benefit, and

     (2) is the sum of:

          (A)  his American Lifts Benefit, plus

          (B)  his New-Service-Only MRB Plan Benefit.

     (b) How  Relative  Benefit  Size Is  Determined.  For the  purpose  of this
section,  the relative  sizes of a AmLifts  Participant's  All-Service  MRB Plan
Benefit,  his American Lifts Benefit,  and his New-Service-Only MRB Plan Benefit
shall be determined as Straight Life Annuities  commencing on the  Participant's
Normal Retirement Date.

     (c) Participants  Hired After Age 59. If a Participant's  Normal Retirement
Date is different for his American  Lifts Benefit and his benefit  accrued under
the MRB Plan  (Participants  hired by  Duff-Norton  after age 59),  the relative
sizes of the  benefits  shall be  determined  as of the  first  day of the month
coincident  with or next  following  the  later  of (i) the  Participant's  65th
birthday,  or (ii) the fifth anniversary of the Participant's deemed commencment
of participation in the MRB Plan. For the purpose of the preceding sentence, the
Participant  shall be deemed to have commenced  participation in the MRB Plan on
the date the Participant would have commenced  participation in that plan if the

<PAGE>

                                     Page 10 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


Participant had been employed by Columbus McKinnon Corporation during the entrie
period that the  Participant  was employed by the sponsor of the American  Lifts
Plan.

6.3.3 Time When MRB Plan Benefit Is Paid.

     (a) In General.  The MRB Plan  Benefit of an AmLifts  Participant  shall be
paid at a time determined under Article IV of the MRB Plan.

     (b)  Adjustment of American  Lifts Benefit to Reflect Time of Payment.  The
American  Lifts  Benefit  portion  of a MRB Plan  Benefit  payable to an AmLifts
Participant  shall be adjusted as provided in Section 6.7 to reflect the time of
payment.

6.3.4 Form in Which MRB Plan Benefit Is Paid.

     (a) In General.  The MRB Plan  Benefit of an AmLifts  Participant  shall be
paid in any form permitted  under,  and shall be subject to all of the rules of,
Article V of the MRB Plan.


     (b)  Adjustment of American  Lifts Benefit to Reflect Form of Payment.  The
American  Lifts  Benefit  portion  of a MRB Plan  Benefit  payable to an AmLifts
Participant  shall be adjusted as provided in Section 6.8 to reflect the form of
payment.

6.3.5  Determination  of  Benefit  Service . An  AmLifts  Participant's  Benefit
Service  (within the  meaning of Article I of the MRB Plan) shall be  determined
under Section 2.3 of the MRB Plan.  However,  in making such determination under
Section 2.3 of the MRB Plan, the following special rules apply:

  (a) AmLifts Benefit  Service.  The  Participant's  Benefit Service
determined  as of April 1,  1998  shall be  deemed  to equal  the  Participant's
AmLifts  Benefit  Service.

  (b)  New Benefit  Service Pro Rated in 1998.  The
Participant  shall be deemed to have earned  0.75 years of New  Benefit  Service
during the period from April 1, 1998 through December 31, 1998 provided that the
Participant  completes  at least 750 Hours of  Service as an  Eligible  Employee
during that period.

6.3.6  Determination of Vesting Service . For the purpose of determining when an
Active Yale Participant is eligible for normal or early retirement under the MRB
Plan, the Participant's  Vesting Service (within the meaning of Article I of the
MRB Plan) shall be  determined  under Section 2.2 of the MRB Plan.  However,  in
making such  determination  under Section 2.2 of the MRB Plan, the Participant's
Vesting  Service  determined  as of any date prior to March 1, 1999 shall not be
less than his AmLifts Vesting Service determined as of that date.

<PAGE>

                                     Page 11 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


6.3.7 Offset of Certain  Amounts against MRB Plan Benefit . The MRB Plan Benefit
paid to an AmLifts  Participant shall be reduced by the American Lifts Actuarial
Equivalent amount of other benefits payable to the Participant as provided under
Section 6.6.2(c).


SECTION 6.4 MERGER OF AMERICAN LIFTS PLAN INTO THE MRB PLAN

6.4.1  Merger  of  American  Lifts  Plan  into  the MRB  Plan.  The  assets  and
liabilities  of the American  Lifts Plan  attributable  to AmLifts  Participants
shall be merged into the MRB Plan on the Merger Date. The assets and liabilities
of the American Lifts Plan not attributable to AmLifts Participants shall not be
merged into the MRB Plan.

6.4.2  Payment of American  Lifts  Benefits .  Effective on and after the Merger
Date,  the MRB Plan shall be  responsible  for payment of all  benefits  accrued
under the American Lifts Plan on behalf of AmLifts  Participants,  including all
such benefits in pay status or deferred vested status on the Merger Date.

6.4.3 Conflict With American Lifts Plan Documents . This Schedule 6 reflects the
authority of the MRB  Retirement  Committee to interpret the American Lifts Plan
with a view toward  resolving any conflicts  and  ambiguities  that exist in the
American Lifts Plan documents.  If a provision in this Schedule 6 conflicts with
an unambiguous,  non-internally conflicting provision of the American Lifts Plan
documents,  the  American  Lifts  Plan  documents  shall  govern.  In all  other
instances, this Schedule 6 shall govern.


SECTION 6.5 WHEN AMERICAN LIFTS BENEFIT IS PAYABLE

6.5.1 In General .

     (a) Annuity  Starting  Date Before Merger Date.  The AmLifts  Benefit of an
AmLifts  Participant whose Annuity Starting Date occurred before the Merger Date
shall continue to be paid after the Merger Date in accordance  with the schedule
of payment established on the Annuity Starting Date.

     (b) Annuity  Starting Date On or After Merger Date. The AmLifts  Benefit of
an AmLifts Participant whose Annuity Starting Date occurs on or after the Merger
Date shall be paid at the time provided in Section 6.3.3 of this Schedule 6.


SECTION 6.6 COMPUTATION OF AMERICAN LIFTS BENEFIT

<PAGE>

                                     Page 12 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


6.6.1 In General.

     (a)  Benefits  In Pay  Status On Merger  Date.  The  AmLifts  Benefit of an
AmLifts  Participant whose Annuity Starting Date occurred before the Merger Date
shall  continue to be paid after the Merger Date in accordance  with the amount,
form and schedule of payment established on the Annuity Starting Date.

     (b) Benefits Not In Pay Status On Merger  Date.  The AmLifts  Benefit of an
AmLifts  Participant  whose Annuity  Starting Date occurs on or after the Merger
Date shall be determined  using the AmLifts Benefit formula set forth in Section
6.6.2. The benefit so determined shall be adjusted to reflect time of payment as
provided in Section  6.7,  and shall be further  adjusted as provided in Section
6.8 if it is payable in a form other than a Straight Life Annuity.


6.6.2 American Lifts Benefit Formula.

     (a) In General. A Participant's  American Lifts Benefit shall be calculated
as a Straight Life Annuity beginning on the Participant's Normal Retirement Date
in an  annual  amount  equal to the sum of the  annual  accruals  determined  as
follows:


          (1) For each Plan Year prior to March 1, 1976 after a Participant  had
     commenced  participation  (determined under the Plan as then in effect) and
     for the duration of which the Participant is an AmLifts  Eligible  Employee
     in Full-time  Employment,  the Participant  shall accrue a benefit equal to
     3/4%  (.0075) of the first $7,800 of his or her  Compensation  for the Plan
     Year,  plus 1-1/2% (.015) of  Compensation in excess of $7,800 for the Plan
     Year;

          (2) For each Plan Year from  March 1, 1976 to  February  28,  1978 for
     which the Participant  receives credit for a Year of Benefit  Service,  the
     Participant  shall accrue a benefit equal to the sum of 3/4% (.0075) of the
     first  $7,800 of his or her  Compensation  for the Plan year,  plus  1-1/2%
     (.015) of his or her Compensation in excess of $7,800 for the Plan Year;

          (3) For each Plan year from  March 1, 1978 to  February  28,  1987 for
     which the Participant  receives credit for a Year of Benefit  Service,  the
     Participant  shall  accrue  a  benefit  equal to the sum of 1% (.01) of the
     first  $7,800 of his or her  Compensation  for the Plan Year,  plus  1-3/4%
     (.0175) of his or her Compensation in excess of $7,800 for the Plan Year;

          (4) For the Plan Year beginning March 1, 1987, the  Participant  shall
     receive an accrual if he or she receives credit for Year of Benefit Service

<PAGE>

                                     Page 13 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


     for such Plan Year.  The  accrual  shall be equal to the sum of the amounts
     determined under paragraphs (A) and (B), if any:

               (A) The  amount  under this  paragraph  (A) shall be equal to the
          product  of (i) 1%  (.01) of the  first  $7,800  of the  Participant's
          Compensation  for the Plan  Year,  plus  1-3/4%  (.0175) of his or her
          Compensation  in  excess  of  $7,800  for the  Plan  year,  and (ii) a
          fraction, the denominator of which is 12 and the numerator of which is
          the number of calendar months from March 1, 1987 to August 31, 1987 in
          which the Participant was an AmLifts Eligible Employee; and

               (B) The  amount  under this  paragraph  (B) shall be equal to the
          product of (i) 2% (.02) of the Participant's Compensation for the Plan
          Year,  and (ii) a  fraction,  the  denominator  of which is 12 and the
          numerator of which is the number of calendar  months from September 1,
          1987 to  February  29,  1988 in which the  Participant  was an AmLifts
          Eligible Employee; and

          (5) For  each  Plan  Year  after  February  29,  1988  for  which  the
     Participant  receives  credit for a Year of AmLifts  Benefit  Service,  the
     Participant  shall  accrue  a  benefit  equal  to 2%  (.02)  of  his or her
     Compensation for the Plan Year.

     (b) AmLifts Benefit Service Taken Into Account.  The American Lifts Benefit
of a AmLifts Participant determined under this Section 6.6.2 shall be calculated
on the  basis  of  AmLifts  Benefit  Service  determined  as if the  Participant
terminated employment on March 31, 1998.

     (c) Offset of Benefits  from Other Plans.  The American  Lifts Benefit of a
AmLifts Participant shall be reduced by the American Lifts Actuarial  Equivalent
of benefits payable to the Participant (or Beneficiary)  under any other defined
benefit  pension  plan to which a  AmLifts  Employer,  or other  sponsor  of the
American  Lifts Plan or Prior American Lifts Plan,  made  contributions,  to the
extent  that such  benefits  are  attributable  to the same  years of service as
benefits included in the American Lifts Benefit.


SECTION 6.7 ADJUSTMENT OF BENEFIT TO REFLECT TIME OF PAYMENT

6.7.1 Benefit  Commencing on Normal  Retirement  Date . A AmLifts  Participant's
American  Lifts Benefit  commencing on his Normal  Retirement  Date shall be his

<PAGE>

                                     Page 14 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


American Lifts Benefit computed as provided under Section 6.6 without adjustment
for time of payment under this Section 6.7.

6.7.2 Benefit Commencing After Normal Retirement Date . A AmLifts  Participant's
American Lifts Benefit  commencing after his Normal Retirement Date shall be his
American  Lifts  Benefit  computed as provided  under  Section 6.6,  actuarially
adjusted as provided in Section 4.2(c) of the MRB Plan.

6.7.3 Benefit Commencing Before Normal Retirement Date . A AmLifts Participant's
American Lifts Benefit commencing before his Normal Retirement Date shall be his
American Lifts Benefit computed as provided under Section 6.6,  multiplied times
the  appropriate  early payment factor set forth in this Section  6.7.3:  Age at
Benefit Commencement Factor*

                           65.............  1.000
                           64.............  0.892
                           63.............  0.799
                           62.............  0.717
                           61.............  0.644
                           60.............  0.581
                           59.............  0.525
                           58.............  0.475
                           57.............  0.430
                           56.............  0.391
                           55.............  0.355

          *    These factors will be adjusted to the nearest whole month.


SECTION 6.8 FORM OF AMERICAN LIFTS BENEFIT

6.8.1 In General.

     (a) Annuity  Starting Date Before  Merger Date.  The form of payment of the
American  Lifts Benefit of a AmLifts  Participant  whose  Annuity  Starting Date
occurred  before the Merger Date shall  continue  unchanged  by this  Schedule 6
(except as may be provided under Section 6.9 concerning reemployment).

     (b) Annuity  Starting Date on or after Merger Date.  The form of payment of
the American Lifts Benefit of a AmLifts  Participant whose Annuity Starting Date

<PAGE>

                                     Page 15 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan


occurs on or after the Merger Date shall be determined  under Section 5.2 of the
MRB Plan  (including the annuity  adjustment  factors set forth in Appendix A of
the MRB plan).

6.8.2 Cash-out of Minimum Benefit .

     (a) Mandatory Distribution.  In the event that a AmLifts Participant ceases
to be an  Employee  at a time  when the lump sum  present  value of his MRB Plan
Benefit  determined under Section 6.3.2 is $5,000 or less, the Participant shall
be paid the benefit in a single sum as soon as  practicable,  as provided  under
Section 5.4 of the MRB Plan.

     (b) Survivor  Benefits.  Rules similar to those in Section  6.8.2(a)  shall
apply with respect to a survivor benefit payable to a spouse.

     (c) Payment After Annuity  Starting  Date.  No  distribution  shall be made
under to this Section  6.8.2 after the AmLifts  Participant's  Annuity  Starting
Date unless the  AmLifts  Participant  and his spouse  consent in writing to the
distribution.


SECTION 6.9 REEMPLOYMENT AFTER COMMENCEMENT OF BENEFITS

6.9.1 Suspension of Benefit  Payments . If an AmLifts  Participant is reemployed
as an  Employee  after he has begun to  receive  payment of his  American  Lifts
Benefit,  payment of the benefit shall cease until the AmLifts Participant is no
longer an Employee (subject to required minimum  distributions as provided under
Section 5.5 of the MRB Plan), in accordance with Article VI of the MRB Plan.


SECTION 6.10 SURVIVOR BENEFITS

6.10.1 In  General . The  surviving  spouse of an AmLifts  Participant  who dies
before his Annuity  Starting Date shall be entitled to a Preretirement  Spouse's
Benefit with respect to the Participant's vested American Lifts Benefit (if any)
determined in accordance with Article VI of the MRB Plan.

<PAGE>

                                     Page 16 Schedule 6 of 1998 Plan Restatement
                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan



                                  APPENDIX S6-A

                    ACTUARIAL ASSUMPTIONS, TABLES AND FACTORS

                           FOR COMPUTING PLAN BENEFITS


I.   Lump Sum Factors.

     Lump sum  equivalencies  of  annuities  shall be  determined  by using  the
     following mortality and interest assumptions:

     (1)  Mortality:  The 1983 Group Annuity Mortality Table with a 50% male/50%
          female blend.

     (2)  Interest:  The  interest  rate  shall be the annual  interest  rate on
          30-year  United  States  Treasury  securities  as  determined  by  the
          Internal  Revenue  Service  for the month of  November  preceding  the
          calendar year in which occurs the Annuity Starting Date.

     Notwithstanding  the foregoing,  the lump sum equivalency of a benefit paid
     before December 31, 1999 shall not be less than the lump sum amount of such
     benefit  determined as provided above but with the interest rate determined
     as of the last day of the calendar  quarter  preceding the date of the lump
     sum distribution.

II.  Annuity Conversion Tables.

     Following (on the next several pages) are tables used to convert a Straight
     Life  Annuity  to a 50%  Joint and  Survivor  Annuity  or a 100%  Joint and
     Survivor Annuity:


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