AMENDMENT NO. 7
                                     TO THE
                          COLUMBUS McKINNON CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN


                  Columbus  McKinnon  Corporation  (the  "Corporation")   hereby
amends the Columbus  McKinnon  Corporation  Employee  Stock  Ownership Plan (the
"Plan"), as amended and restated in its entirety effective April 1, 1989, and as
further  amended by Amendment  Nos. 1-6, in accordance  with Section 11.1 of the
Plan, as follows:

1.       Section 1.6,  entitled "Annual Earnings",  is  amended effective  as of
April 1, 1997 by deleting Section 1.6(b)(3) entitled "Family Aggregation."

2.       Section  1.18,   entitled  "Employer",   is  amended  effective  as  of
September 1, 1999 to read as follows:

         1.18   "Employer"   means  the  Corporation  and  each  Affiliate  that
         participates  in the Plan in accordance with Article XII. Any Affiliate
         that becomes an Employer  shall be listed in Schedule A attached to and
         made a part of this Plan.

3.       Section 1.16, entitled "Eligible Employee," is amended effective  April
1, 2000 by renumbering  "subsection  (b)" to be "subsection (c)" and inserting a
new subsection (b) to read as follows:

                  (b)  Employees  Temporarily  Transferred  Abroad.  An Eligible
         Employee who is transferred to a facility  outside the United States on
         a temporary  basis (for less than five years)  shall  continue to be an
         Eligible  Employee  during  such  period,  provided  that the  Employee
         remains on the payroll of an Employer."

4.       Section  1.24,  entitled  "Highly  Compensated  Employee,"  is  amended
effective April 1, 1997 to read as follows:

         1.24     Highly Compensated Employee.

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




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                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                                   Page 2 of Amendment No. 7 of 1989 Restatement


                           (1)      Active Employees.     A  highly  compensated
                  active employee means any Employee who:

                                    (A)     was a 5-percent owner (as defined in
                           Section  416(i)(1) of the  Code) of  the  Employer or
                           Affiliate at any time during the current or preceding
                           year, or

                                    (B) for the preceding year had  compensation
                           from the  Employer  and all  Affiliates  in excess of
                           $80,000 (as adjusted by the Secretary of the Treasury
                           pursuant to Section  415(d) of the Code,  except that
                           the base period shall be the calendar  quarter ending
                           September 30, 1996).

                           (2)      Former Employees. A former Employee shall be
                  highly compensated employee if:

                                    (A) the  Employee  was  a Highly Compensated
                           Employee when the Employee separated from service, or

                                    (B) the  Employee  was a Highly  Compensated
                           Employee at any time after attaining age 55.

                  (b)  Meaning of  "Compensation".   For  the  purpose  of  this
         Section 1.24, the term  "compensation"  means  compensation  within the
         meaning  of Section  415(c)(3)  of the Code.  For Plan Years  beginning
         before January 1, 1998, the  determination of  "compensation"  shall be
         made without regard to Sections 125, 402(e)(3), and 402(h)(1)(B) of the
         Code and,  in the case of  employer  contributions  made  pursuant to a
         salary  reduction  agreement,  without  regard to Section 403(b) of the
         Code.

                  (c)  Application of Code and Regulations. The determination of
         who is a Highly Compensated  Employee,  including the determinations of
         the number and identity of Employees  in the top-paid  group,  shall be
         made in accordance  with Section 414(q) of the Code and the regulations
         thereunder.

                  (d)  Effective Date.   Section  1.24  in  the  form  set forth
         hereinabove shall be effective April 1, 1997.


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                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                                   Page 3 of Amendment No. 7 of 1989 Restatement

5.       Section 1.24,  entitled "Highly  Compensated  Employee," is amended  by
adding new  Section  1.24(a)(3)  thereto,  effective  April 1, 1999,  to read as
follows:

                           (3) Calendar Year Data Election.  Effective  April 1,
                  1999,  for  purposes  of  Section   1.24(a)(1)(B),   the  term
                  "preceding  year" shall mean the calendar year  beginning with
                  or within the Plan Year (look-back year) immediately preceding
                  the Plan  Year  (determination  year)  for  which  the  Highly
                  Compensated   Employee   status  of  an   Employee   is  being
                  determined.

6.       Section 1.26, entitled "Leased Employee" is amended  effective April 1,
1997 to read as follows:

         1.26     Leased Employee.

                  (a)  In General. "Leased Employee" means any person who is not
         an  employee  under  common law of any  Employer or  Affiliate  and who
         provides services to an Employer or an Affiliate  ("recipient") if: [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 the primary direction or control of the Employer.

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

7.       Section 1.29, entitled  "Normal Retirement Age", is  amended  effective
April 1, 1999 to read as follows:

         1.29  "Normal  Retirement  Age"  means  the day on which a  Participant
         attains age 65 or, if later,  the earlier of the 5th anniversary of the
         day on which the Participant commenced participation in the Plan or the
         5th  anniversary  of  the  day  on  which  the  Participant   commenced
         participation in the Columbus McKinnon  Corporation  Monthly Retirement
         Benefit Plan.


<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                                   Page 4 of Amendment No. 7 of 1989 Restatement

8.       Section 1.36, entitled "Thrift Plan",  has been amended effective April
1, 1989 to read as follows:

         1.36  "Thrift  Plan" means the  Columbus  McKinnon  Corporation  Thrift
         401(k) Plan  effective  as of August 1, 1984,  as amended  from time to
         time.

9.       Section  3.4,   entitled  "Allocation  of  Contributions",  is  amended
effective April 1, 1998 by changing subsection (a) thereof to read as follows:

                  (a)  Persons   Entitled  to  Share  in   Contributions.   Each
         Participant  [1] who is an  Eligible  Employee on the  Allocation  Date
         within a Plan Year and who has earned at least  1,000  Hours of Service
         in the calendar year ending on the Allocation  Date, or [2] who dies or
         terminates  employment  on or after  April 1,  1998  during a Plan Year
         after  attaining  age 55 and  completing at least five Years of Vesting
         service (provided the Participant was an Eligible Employee  immediately
         prior to such death or termination of employment), shall be entitled to
         share in the Contributions made for such Plan Year.

10.      Section 7.1,  entitled  "Time of Distribution",  is  amended  effective
April 1, 1998 by changing Section 7.1(d)(1) to read as follows:

                           (1)  Requirement  of  Participant's  Consent.  If the
                  aggregate  value of a  Participant's  Account  Balance exceeds
                  $5,000  (or  exceeded  $5,000  at the  time  of  any  previous
                  distribution),  no distribution  to the  Participant  shall be
                  made before the  Participant  attains  Normal  Retirement  Age
                  unless  the  Participant  is given  the  notice  described  in
                  Section  7.1(d)(1)(A)  and  consents  in  writing  to  earlier
                  payment.  Such notice and consent shall not be required  after
                  the death of the Participant.

11.      Section 7.1,  entitled  "Time of Distribution",  is  amended  effective
April 1, 1998 by changing Section 7.1(e) to read as follows:

                  (e)  Participant  May Defer  Distribution.  A Participant  who
         ceases to be an Employee after attaining his Normal  Retirement Age, or
         after attaining age 55 if he has earned 5 Years of Vesting Service, may
         elect to defer  distribution  of his Account Balance until a designated
         Valuation  Date  that is not  later  than  the  April 1  following  the
         calendar year in which he will attain age 69 1/2.  Such election  shall
         be made by notice filed with the Committee and shall be irrevocable.

<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                                   Page 5 of Amendment No. 7 of 1989 Restatement



12.      Section 7.9,  entitled  "Required  Minimum  Distributions"  is  amended
effective April 1, 1997 to read as follows:

         7.9      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
         7.9(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 7.9(a).  For purposes of
         this  Section  7.9, 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.


<PAGE>


                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                                   Page 6 of Amendment No. 7 of 1989 Restatement


                  (d)  Effective Date.    Section  7.9,  in  the  form set forth
         hereinabove,  shall be effective for Plan  Years beginning on and after
         April 1, 1997.

13.      Section 13.1, entitled "Summary", is amended effective April 1, 1998 to
read as follows:

         13.1 Summary. The total contributions  allocated to the Accounts of any
         Participant  for a Limitation  Year with respect to the Corporation and
         all Affiliates may not exceed the lesser of $30,000 (as adjusted) or 25
         percent  of  the  Participant's   Section  415  Compensation.   If  the
         Participant receives  contributions and/or benefits under more than one
         qualified  plan of the  Corporation  (and  all  Affiliates),  all  such
         contributions  and benefits must be taken into account in applying this
         limitation.  The rules applying this limitation are set forth in detail
         in the  subsequent  sections  of this  ARTICLE  13 and  these  sections
         override any inconsistent provision in this Section 13.1.

14.      Section 13.2,  entitled  "Definitions and Rules of Interpretation",  is
amended effective April 1, 1998 by changing subsection (f) to read as follows:

                  (f)  "Maximum Dollar Amount"  means for  any Limitation  Year,
         $30,000, as may be increased pursuant to Section 415(d) of the Code.

15.      Section 13.2,  entitled  "Definitions and Rules of Interpretation",  is
amended effective April 1, 1998 by changing subsection (h) to read as follows:

                  (h)  "Section  415  Compensation"  means,  with  respect  to a
         Limitation  Year,  "participant's  compensation"  as defined under Code
         Section 415(c)(3) and the Treasury  Regulations  thereunder.  Effective
         January  1, 1998,  Section  415  Compensation  shall  include  elective
         deferrals (as defined in Code Section  402(g)(3)) and salary  reduction
         contributions  under a  cafeteria  plan that are  excluded  from  gross
         income  under Code Section 125.  Effective  April 1, 1994,  Section 415
         Compensation   shall  be  limited  to   $150,000   (subject  to  annual
         adjustment) in accordance with Code Section 401(a)(17).


<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                                   Page 7 of Amendment No. 7 of 1989 Restatement


16.      Section 13.4,  entitled "Participation in a  Defined benefit Plan",  is
amended effective April 1, 2000 by adding new subsection  (f) thereto to read as
follows:

                  (f)  Section  Ineffective  After 1999  Limitation  Year.  This
         Section  13.4  shall  become  ineffective  on and after  April 1, 2000.
         Accordingly,  allocations  made  under the Plan on and after  that date
         shall not be limited on account  of a  Participant  accruing  or having
         accrued a benefit under a defined  benefit plan of the  Corporation  or
         any Affiliate.  Allocations  made under the Plan before that date shall
         not be adjusted on account of this Section 13.4(f).

17. New Section 15.9,  entitled  "Uniformed Services Employment and Reemployment
Rights  Act",  is added  to the  Plan  effective  December  12,  1994 to read as
follows:

         15.9  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.

18.      New  Schedule A,  entitled  "Employers  Participating in the Plan",  is
added to the Plan effective as of September 1, 1999 to read as follows:


                                   Schedule A

                 Participating Employers and Eligible Employees

            Reflecting Amendment of the Plan through November 1, 1999


1.       Columbus McKinnon Corporation (April 1, 1987)
         Columbus McKinnon Corporation  established the Plan as a profit sharing
         plan covering certain salaried  employees  effective April 1, 1987. The
         Plan was restated as an ESOP effective November 1, 1988.


<PAGE>


                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                                   Page 8 of Amendment No. 7 of 1989 Restatement

         o        The Plan was  again  restated  effective  April 1, 1989 and at
                  that time the Plan covered nonunion salaried employees, office
                  employees and nonunion factory  employees at Columbus McKinnon
                  Corporation's Tonawanda facility.

         o        The Plan was  amended  effective  October  1,  1994 to  extend
                  coverage to all other  nonunion  hourly  employees of Columbus
                  McKinnon Corporation.

         o        The Plan was amended  effective  February  24, 1995 to exclude
                  salaried  employees of the Positech and Durbin Durco Divisions
                  of Columbus McKinnon Corporation. These division had been non-
                  participating   subsidiary   corporations  which  merged  into
                  Columbus McKinnon on that date.

         o        The  Plan  was  amended  effective  April  1,  1998 to  extend
                  coverage  to  all  nonunion  employees  of  Columbus  McKinnon
                  Corporation  who are  regularly  employed at a facility in the
                  United States.

2.       Lift-Tech International, Inc. (April 1, 1996)
         Columbus McKinnon  Corporation acquired Lift-tech  International,  Inc.
         (Lift-  Tech) on November 1, 1995 and merged  Lift-Tech  into  Columbus
         McKinnon  Corporation on March 1, 1997. Nonunion employees of Lift-Tech
         who meet the age and  service  requirements  under the Plan and satisfy
         the definition of "Eligible Employee" are eligible to enter the Plan on
         or after April 1, 1996 in accordance with Section 2.1 of the Plan. Such
         Employees are granted Eligibility Service and Vesting Service under the
         Plan for service with Lift- Tech International, Inc. and its affiliates
         prior to November 1, 1995.

3.       Yale Industrial Products, Inc. (April 1, 1998)
         Columbus McKinnon Corporation acquired Spreckels  Industries,  Inc. and
         its  subsidiaries  on  January  3,  1997.  Effective  March  31,  1997,
         Spreckels was merged into its subsidiary,  Duff-Norton  Company,  Inc.,
         and the  subsidiary  was  renamed  "Yale  Industrial  Products,  Inc.".
         Nonunion employees of Yale Industrial  Products,  Inc. who meet the age
         and service  requirements  under the Plan and satisfy the definition of
         "Eligible Employee" are eligible to enter the Plan on or after April 1,
         1998 in accordance with Section 2.1 of the Plan.

         Employees  of  Yale  Industrial  Products,  Inc.  who  may be  Eligible
         Employees  include all nonunion  Employees.  Such Employees are granted
         Eligibility Service and Vesting Service under the Plan for service with
         Duff-Norton Company, Inc. and its affiliates prior to January 3, 1997.



<PAGE>


                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                                   Page 9 of Amendment No. 7 of 1989 Restatement


4.       Automatic Systems, Inc.  (April 1, 1999)
         Columbus McKinnon Corporation acquired LICO, Inc. and its subsidiaries,
         including Automatic Systems,  Inc., on March 31, 1998. Persons employed
         as nonunion Employees by Automatic Systems,  Inc. on September 1, 1999,
         who meet the age and  service  requirements  under the Plan and satisfy
         the  definition  of  "Eligible  Employee" on or after April 1, 1999 are
         eligible to enter the Plan on or after April 1, 1999 in accordance with
         Section 2.1 of the Plan.

         Employees of  Automatic  Systems,  Inc.  who may be Eligible  Employees
         include all nonunion Employees.  Such Employees are granted Eligibility
         Service and Vesting  Service under the Plan for service with  Automatic
         Systems, Inc. and its affiliates prior to March 31, 1998.

5.       Washington  Equipment  Company  (January  1,  2000)
         Columbus McKinnon  Corporation acquired Washington Equipment Company on
         April 29, 1999.  Persons  employed as nonunion  employees by Washington
         Equipment  Company on January  1,  2000,  who meet the age and  service
         requirements  under the Plan and satisfy the  definition  of  "Eligible
         Employee"  shall be eligible  to enter the Plan on or after  January 1,
         2000 in accordance with Section 2.1 of the Plan.

         Employees of Washington Equipment Company who may be Eligible Employees
         include all nonunion Employees.  Such Employees are granted Eligibility
         Service and Vesting  Service under the Plan for service with Washington
         Equipment Company and its affiliates prior to April 29, 1999.

5.       Gaffey, Inc.  (January 1, 2000)
         Gaffey, Inc. was a wholly-owned  subsidiary of GL International Inc. GL
         International  Inc. was merged into a subsidiary  of Columbus  McKinnon
         Corporation on March 1, 1999 with the result that Gaffey, Inc. became a
         subsidiary  of  Columbus  McKinnon  Corporation  on that date.  Persons
         employed as nonunion Employees by Gaffey,  Inc. on January 1, 2000, who
         meet the age and  service  requirements  under the Plan and satisfy the
         definition of "Eligible  Employee" are eligible to enter the Plan on or
         after January 1, 2000 in accordance with Section 2.1 of the Plan.



<PAGE>


                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                                  Page 10 of Amendment No. 7 of 1989 Restatement

         Employees  of Gaffey,  Inc. who may be Eligible  Employees  include all
         nonunion Employees.  Such Employees are granted Eligibility Service and
         Vesting  Service  under the Plan for service with Gaffey,  Inc. and its
         affiliates prior to March 1, 1999.

6.       Handling Systems and Conveyors, Inc.  (January 1, 2000)
         Handling   Systems  and  Conveyors,   Inc.  (HSC)  was  a  wholly-owned
         subsidiary of GL International  Inc. GL  International  Inc. was merged
         into a subsidiary  of Columbus  McKinnon  Corporation  on March 1, 1999
         with the  result  that HSC became a  subsidiary  of  Columbus  McKinnon
         Corporation on that date. Persons employed as nonunion Employees of HSC
         on January 1, 2000, who meet the age and service requirements under the
         Plan and satisfy the definition of "Eligible  Employee" are eligible to
         enter the Plan on or after January 1, 2000 in  accordance  with Section
         2.1 of the Plan.

         Employees of this corporation who may be Eligible Employees include all
         nonunion employees.  Such employees are granted Eligibility Service and
         Vesting  Service under the Plan for service with HSC and its affiliates
         prior to March 1, 1999.

                  IN WITNESS  WHEREOF,  this  instrument  of amendment  has been
executed by a duly authorized  officer of the Corporation this 30th day of April
2000.

                                                COLUMBUS McKINNON CORPORATION

ATTEST: /s/ Lois H. Demler                      By:    /s/ R.L. Montgomery
        ------------------                             -------------------


                                                Title: Executive Vice President
                                                       ------------------------