COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 2 OF THE 1998 PLAN RESTATEMENT

         Columbus  McKinnon  Corporation (the  "Corporation")  hereby amends the
Columbus McKinnon  Corporation  Thrift 401(K) Plan (the "Plan"),  as amended and
restated in its  entirety  effective  April 1, 1998,  and as further  amended by
Amendment No. 1, as permitted under Section 14.1 of the Plan, as follows:

1.       Section  1.14,  entitled  "Eligible  Employee",  is  amended  effective
         January 1, 1999 by changing subsection (a) to read as follows:

         "        (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.

                           (1)  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."

2.       New  Section 1.19A, entitled  "Hour of Service",  is added  to the Plan
         effective January 1, 1998 to read as follows:

         1.19A    "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  1.19A,  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 Thrift 401(k) Plan
                              Page 2 of Amendment No. 2 of 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 1.19A(a) or Section 1.19A(b) as the
         case may be and this  Section  1.19A(c).  Crediting of Hours of Service
         for back pay awarded or agreed to with respect to periods  described in
         Section  1.19A(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  1.19A.
         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


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                              Page 3 of Amendment No. 2 of 1998 Plan Restatement



         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.

                  (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.

3.       Section 3.2,  entitled "Matching Contributions",  is amended  effective
         January 1, 1998 by amending subsection (a) to read as follows:

         "        (a) CONTRIBUTION  REQUIRED.  The Employer of each  Employee on
         whose behalf a Salary  Reduction  Contribution was made during the Plan
         Year shall contribute to the Plan on behalf of such Employee a Matching
         Contribution in an amount determined under Section 3.2(b) provided that
         such Employee [1] is an Employee on the last day of a Plan Year, or [2]
         retired  during the Plan Year after  having  attained  age 65, or after
         having  attained  age  55 and  having  completed  5  Years  of  Vesting
         Service."

4.       Schedule A is amended effective September 1, 1999 to read as follows:

                                   "SCHEDULE A

                 PARTICIPATING EMPLOYERS AND ELIGIBLE EMPLOYEES

              Reflecting Amendment of the Plan through June 1, 2000

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. The Plan was
         restated  effective  April 1,  1989 and at that time  covered  nonunion
         salaried employees, office  employees and nonunion factory employees at

<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                              Page 4 of Amendment No. 2 of 1998 Plan Restatement



         Columbus  McKinnon  Corporation's  Tonawanda  facility.  The  Plan  was
         amended  effective  October  1,  1994 to extend  coverage  to all other
         nonunion hourly employees of Columbus  McKinnon  Corporation.  The Plan
         was amended effective  February 24, 1995 to exclude salaried  employees
         of the  Positech  and  Durbin  Durco  Divisions  of  Columbus  McKinnon
         Corporation.  The Plan was  amended  effective  April 1, 1998 to extend
         coverage to all nonunion employees of Columbus McKinnon Corporation who
         satisfy the definition of "Eligible Employee".

         Employees  of  Columbus  McKinnon   Corporation  who  may  be  Eligible
         Employees include all nonunion Employees.

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
         Years of Vesting  Service  under the Plan for service with  Duff-Norton
         Company, Inc. and its affiliates prior to January 3, 1997.

4.       ABELL-HOWE CRANE, INC. (SEPTEMBER 1, 1998)
         Columbus McKinnon Corporation acquired the assets of Abell-Howe Company
         on August 21, 1998 by means of a wholly-owned  subsidiary  subsequently
         renamed  "Abell-Howe  Crane,  Inc."  Nonunion  employees of  Abell-Howe



<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                              Page 5 of Amendment No. 2 of 1998 Plan Restatement

         Crane,  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 September 1, 1998 in accordance with Schedule C of
         the Plan.

         Employees  of  Abell-Howe  Crane,  Inc.  who may be Eligible  Employees
         include all nonunion  Employees.  Such  Employees  are granted Years of
         Vesting Service under the Plan for service with Abell-Howe  Company and
         its affiliates prior to September 1, 1998.

5.       AUTOMATIC SYSTEMS, INC.  (JUNE 1, 2000)
         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 December 31, 1998
         became eligible to become active  participants in the Columbus McKinnon
         Corporation   Retirement  and  Savings  Plan-  Nonunion   Portion  (the
         "Retirement  and  Savings  Plan")  on or after  January  1,  1999.  The
         Retirement and Savings Plan will be merged into the Plan effective June
         1, 2000.  Accordingly,  Automatic Systems, Inc. will become an Employer
         under the Plan on June 1, 2000.

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

6.       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 October 1, 1999, became eligible to become active
         participants  in  the  Columbus  McKinnon  Corporation  Retirement  and
         Savings Plan- Nonunion  Portion (the  "Retirement and savings Plan") on
         or after  October 1, 1999.  The  Retirement  and  Savings  Plan will be
         merged into the Plan  effective June 1, 2000.  Accordingly,  Washington
         Equipment  Company  will become an  Employer  under the Plan on June 1,
         2000.

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



<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                              Page 6 of Amendment No. 2 of 1998 Plan Restatement

7.       GAFFEY, INC.  (JANUARY 1, 2000)
         Gaffey, Inc. was a wholly-owned  subsidiary of GL International Inc. GL
         International  Inc. was merged into 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 became eligible
         to become  active  participants  in the Columbus  McKinnon  Corporation
         Retirement  and Savings Plan-  Nonunion  Portion (the  "Retirement  and
         savings  Plan") on or after January 1, 2000. The Retirement and Savings
         Plan will be merged into the Plan effective June 1, 2000.  Accordingly,
         Gaffey, Inc. will become an Employer under the Plan on June 1, 2000.

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

8.       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  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 by HSC on January 1, 2000
         became eligible to become active  participants in the Columbus McKinnon
         Corporation   Retirement  and  Savings  Plan-  Nonunion   Portion  (the
         "Retirement  and  savings  Plan")  on or after  January  1,  2000.  The
         Retirement and Savings Plan will be merged into the Plan effective June
         1, 2000.  Accordingly,  HSC will become an  Employer  under the Plan on
         June 1, 2000.

         Employees of HSC who may be Eligible Employees- All nonunion employees.
         Such employees are granted Years of Vesting  Service under the Plan for
         service with HSC and its affiliates prior to March 1, 1999."


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                              Page 7 of Amendment No. 2 of 1998 Plan Restatement



5.       Schedule B added to the Plan by Amendment  No. 1 is retitled  "Schedule
         C", and a new Schedule B, entitled  "Annuity Rules", is attached to and
         made a part of the Plan  effective  June 1,  2000,  and  shall  read as
         follows:

                                   "SCHEDULE B

                                  ANNUITY RULES

SB.1     DEFINITIONS AND REFERENCES. References to Sections that begin with "SB"
are to Sections of this Schedule B; otherwise references to Sections or Articles
are to the Plan document  exclusive of this Schedule.  Capitalized terms used in
this Schedule B shall have the meaning  provided in the Plan  document  unless a
different  meaning is expressly  given in this  Schedule B. For purposes of this
Schedule B, the following terms shall have following meanings:

         (a)      "ANNUITY  STARTING DATE"  means the first  day  of  the  first
period  for which an amount is  payable  as an  annuity  or, in the case of a an
amount not payable as an annuity, the day on which the amount is paid.

         (b)      "NUMBERED  SCHEDULE" means  any one of the numbered  Schedules
attached to the Plan and made a part thereof,  such as Schedule 1, which concern
the merger of other qualified plans into the Plan.

         (c)      "QUALIFIED JOINT AND SURVIVOR ANNUITY"  means an annuity  that
provides equal monthly  payments during the life of the Participant  and, if the
Participant is survived by his spouse,  provides equal monthly  payments  during
the life of the spouse  (after the death of the  Participant)  which is equal to
50% of the monthly payment provided during the life of the Participant.

         (d)      "QUALIFIED PRERETIREMENT  SURVIVOR  ANNUITY"  means an annuity
that  provides  equal  monthly  payments  during  the life of the  Participant's
surviving spouse and no payment after the death of the spouse.

         (e)      "STRAIGHT LIFE ANNUITY" means an annuity that  provides  equal
monthly  payments  during the life of the  Participant  and no payment after the
death of the Participant.

         (f)      "TRANSFERRED   PLAN   ACCOUNT"   means   that   portion  of  a
Participant's  Account balance,  if any,  attributable to an amount  transferred
into the Plan  from  another  qualified  plan on behalf  of the  Participant  in
accordance with the provisions of one of the Numbered Schedules.


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                              Page 8 of Amendment No. 2 of 1998 Plan Restatement


SB.2     APPLICATION  OF  ANNUITY  RULES.   This  Schedule B  may apply  to  any
Participant  who has a  Transferred  Plan Account that is subject to the annuity
rules  of Code  Section  401(a)(11)  and 417.  The  actual  application  of this
Schedule B to a specific  distribution to or for a specific Participant shall be
governed  by  the   provisions  of  the  Numbered   Schedule  that  governs  the
Participant's Transferred Plan Account.

SB.3     DISTRIBUTIONS FROM TRANSFERRED PLAN ACCOUNTS.

         (a)      IN GENERAL. Notwithstanding  any  contrary  provision  in  the
Plan, any  distribution  from a Participant's  Transferred  Plan Account that is
subject  to this  Schedule  B shall  be paid in the  applicable  normal  form of
distribution  described  in  Section  SB.3(b)  unless the  Participant  makes an
election  of an  optional  form  of  distribution  described  in the  applicable
Numbered  Schedule and such election is in effect on the Annuity  Starting Date.
An election of an optional  form of  distribution  must comply with the election
procedures  set forth in Section  SB.3(c)  and shall be  subject to the  spousal
consent requirement set forth in Section SB.3(d).

         (b)      NORMAL FORM OF DISTRIBUTION.   The  following  are  the normal
forms of distribution:

                  (1) MARRIED PARTICIPANTS. If the Participant is married on the
         Annuity  Starting  Date,  his normal  form of  distribution  shall be a
         Qualified  Joint  and  Survivor  Annuity  purchased  from an  insurance
         company  licensed to do business in New York for an amount equal to the
         portion of the  Participant's  Transferred  Plan  Account that is to be
         distributed.

                  (2) UNMARRIED PARTICIPANTS.  If the Participant is not married
         on the Annuity Starting Date, his normal form of distribution  shall be
         a Straight Life Annuity purchased from an insurance company licensed to
         do  business  in New York for an  amount  equal to the  portion  of the
         Participant's Transferred Plan Account that is to be distributed.

         (c)      ELECTION PROCEDURES.   An  election  of  an  optional  form of
distribution shall comply with the following election procedures:

                  (1)      NOTICE OF RIGHT TO MAKE ELECTION.   The  Thrift  Plan
         Committee  shall  give a  Participant  notice of his right to waive the
         normal form of distribution  and elect an optional form of distribution
         at least 30 but not more than 90 days before the Annuity Starting Date.


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                              Page 9 of Amendment No. 2 of 1998 Plan Restatement



                  (2)      CONTENTS OF NOTICE. The notice referred to in Section
         SB.3(c)(1) shall be in writing and shall:

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

                           (B)  include an estimate of the relative value of the
                  normal form and each optional form;

                           (C)  describe  the Participant's  right  to make, and
                  the effect of, an election under this Section SB.3(c);

                           (D)  describe the requirement that the  Participant's
                  spouse  consent to the  election in  accordance  with  Section
                  SB.3(d); 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
         SB.3(c)  shall be made on a form  prescribed  for that  purpose  by the
         Thrift Plan Committee,  executed by the  Participant,  and submitted to
         the  Thrift  Plan  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  SB.3(c)(1).  The election
         shall specify the optional form of distribution and the Beneficiary, if
         any,  designated by the Participant  and such other  information as the
         Thrift Plan Committee may require.

                  (4)      REVOCATION  OF  AN  ELECTION.   An  election  may  be
         revoked in writing,  executed by the Participant,  and submitted to the
         Thrift  Plan  Committee  on or before  the  Annuity  Starting  Date.  A
         revocation  shall have the  effect of  reinstating  the normal  form of
         distribution.  However,  the  Participant  may make a new  election  in
         accordance with this Section SB.3(c).

         (d)      SPOUSAL CONSENT REQUIREMENT.  An election of an optional  form
of  distribution  under  Section  SB.3(c)  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 SB.3(d).

                  (1)      FORM OF CONSENT.   A spouse's  consent  shall: [1] be
         made in writing on a form prescribed by the Thrift Plan Committee,  [2]
         specify the optional form of distribution, [3] specify the Beneficiary,
         if any,  designated by the Participant,  [4] acknowledge  the effect of


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 10 of Amendment No. 2 of 1998 Plan Restatement



         the election,  and [5] 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  distribution  and the  specific  Beneficiary  described in the
         consent.

                  (3)      WHEN SPOUSAL CONSENT IS UNNECESSARY. No consent shall
         be required  under this  Section  SB.3(d) if it is  established  to the
         satisfaction  of the Thrift Plan  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.

SB.4     QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.

         (a)      SPOUSE'S  RIGHT  TO  SURVIVOR  ANNUITY.  Notwithstanding   any
contrary provision in the Plan, if a married Participant dies before his Annuity
Starting  Date and his  Transferred  Plan  Account is  subject to the  Qualified
Preretirement Survivor Annuity provisions of this Section SB.4, his spouse shall
receive a Qualified  Preretirement  Survivor Annuity purchased from an insurance
company  licensed  to do  business  in New  York  for  an  amount  equal  to his
Transferred  Plan  Account  balance,  and  the  Participant's   Account  balance
distributable to other  Beneficiaries shall be correspondingly  reduced,  unless
the  Participant  has waived such an annuity in accordance  with Section SB.4(c)
and his spouse has consented to the waiver in accordance with Section SB.4(d).

         (b)      MEANING OF "SPOUSE."  For purposes of this  Section  SB.4,  an
individual  shall  not  be  treated  as the  Participant's  spouse  unless  such
individual has been married to the Participant for at least one year on the date
of the Participant's death.

         (c)      WAIVER  OF  ANNUITY.  A  Participant may waive payment of  his
Transferred  Plan  Account  balance  in the  form of a  Qualified  Preretirement
Survivor Annuity. The waiver must comply with the following procedures:

                  (1)      NOTICE OF RIGHT TO  WAIVE ANNUITY.   The  Thrift Plan
         Committee shall give a Participant  notice within the applicable period
         of his right to waive the annuity.


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 11 of Amendment No. 2 of 1998 Plan Restatement



                           (A) Except as provided in Section SB.4(c)(1)(B),  the
                  "applicable  period"  means,  with  respect to a  Participant,
                  whichever of the following periods ends last:

                                    (i)   The period beginning on the  first day
                           of the Plan Year in which the Participant attains age
                           32 and  ending  with the  close  of the Plan  Year in
                           which the Participant attains age 35; or

                                    (ii)  The  one  year  period  ending  on the
                           first anniversary of the date on which the individual
                           became a Participant.

                           (B) In the case of a Participant  who separates  from
                  service before attaining age 35, the "applicable period" means
                  the  period  beginning  one year  before the  separation  from
                  service and ending one year after the separation from service.
                  If the  Participant  returns to service,  the Plan must comply
                  with Section SB.4(c)(1)(A).

                  (2)      CONTENTS OF NOTICE. The notice referred to in Section
         SB.4(c)(1) shall be in writing and shall:

                           (A)      include   a   general   description  of  the
                  eligibility  conditions  and other  material  features  of the
                  Qualified  Preretirement  Survivor  Annuity  and the  optional
                  forms of distribution in the event of the Participant's  death
                  before distribution of his Transferred Plan Account;

                           (B)      describe the  Participant's right  to  make,
                  and the effect of, a waiver under this Section SB.4(c);

                           (C)      describe    the    requirement    that   the
                  Participant's  spouse consent to the waiver in accordance with
                  Section SB.4(d); and

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

                  (3)      MANNER OF WAIVER.    A  waiver  under  this   Section

         SB.4(c)  shall be made on a prescribed  form filed with the Thrift Plan
         Committee  at any time  beginning  on the first day of the Plan year in
         which  the  Participant  attains  age 35 and  ending on the date of his
         death.  The waiver shall specify the nonspouse  Beneficiary  (including
         any class of Beneficiaries or any contingent  Beneficiaries) designated
         by the  Participant,  but need not  specify  any  optional  form for of



<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 12 of Amendment No. 2 of 1998 Plan Restatement


         benefit,  and such other  information as the Thrift Plan Committee  may
         require.

                  (4)      REVOCATION  OF A  WAIVER.  A  waiver  may be  revoked
         in writing,  executed by the  Participant,  and submitted to the Thrift
         Plan Committee before the Participant's  death. A revocation shall have
         the effect of reinstating the Qualified Preretirement Survivor Annuity.
         However,  the Participant may make a new waiver in accordance with this
         Section SB.4(c).

         (e)  SPOUSAL   CONSENT   REQUIREMENT.    The  waiver  of  a   Qualified
Preretirement Survivor Annuity shall not be valid as respects the spouse married
to the Participant on the date of the Participant's death unless such spouse has
consented  to the waiver in  accordance  with the  procedures  set forth in this
Section SB.4(d).

                  (1)      FORM OF CONSENT.   A spouse's consent  shall:  [1] be
         made in writing on a form prescribed by the Thrift Plan Committee,  [2]
         specify  the  Beneficiary(ies)  designated  by  the  Participant,   [3]
         acknowledge the effect of the election,  and [4] be witnessed by a Plan
         representative or notary public. Alternatively,  a spouse's consent may
         be a general  consent  that  permits  the  Participant  to  change  the
         designated  Beneficiary without further consent of the spouse. In order
         to be valid, a general consent must acknowledge that the spouse has the
         right to limit  consent to a specific  Beneficiary  and that the spouse
         voluntarily elects to relinquish such right.

                  (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
         Beneficiary  described in the consent  (unless the consent is a general
         consent as described in Section SB.4(d)(1)).

                  (3)      WHEN SPOUSAL  CONSENT  IS  UNNECESSARY.   No  consent
         shall be required  under this Section  SB.4(d) if it is  established to
         the  satisfaction of the Thrift Plan Committee that there is no spouse,
         that the spouse cannot be located,  that the Participant and spouse are
         legally  separated and the Participant has a court order to such effect
         (unless  there is a QDRO that provides  otherwise),  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."

6.       Schedule  B  added  to  the  Plan  by   Amendment  No.  1  is  retitled
         "Schedule C",  and is amended  effective  September  1, 1998 to read as
         follows:


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 13 of Amendment No. 2 of 1998 Plan Restatement




                                   "SCHEDULE C

                      SPECIAL RULES FOR ACQUIRED EMPLOYEES

SC.1     EMPLOYEES OF ABELL-HOWE CRANE, INC. Each Employee who is an Employee of
Abell-Howe  Crane,  Inc. on September 1, 1998 and who was a nonunion employee of
Abell-Howe  Company when the assets of that entity were  acquired by  Abell-Howe
crane, Inc.(a subsidiary of the Corporation) in August 1998--

         (a)      SPECIAL PARTICIPATION RULE-- shall be  eligible  to  become  a
Participant  in the Plan on September 1, 1998 or, if later,  on the first day of
the month  coinciding  with or next following the expiration of 90 calendar days
since the first  day on which the  Employee  was  entitled  to  payment  for the
performance of duties by Abell-Howe Company, and

         (b)      SPECIAL VESTING RULE-- shall be credited with Years of Vesting
Service calculated on the assumption that Hours of Service earned as an employee
of Abell- Howe Company before  September 1, 1998 were Hours of Service earned as
an Employee of the Corporation."

7.       New Schedule 2, entitled Merger into the Plan of the Columbus  McKinnon
         Corporation  Savings and Retirement Plan- Nonunion Portion, is added to
         the Plan effective June 1, 2000, to read as follows:

                COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN

                                   SCHEDULE 2

                           MERGER INTO THE PLAN OF THE

                          COLUMBUS MCKINNON CORPORATION
                  SAVINGS AND RETIREMENT PLAN- NONUNION PORTION

S2.1     DEFINITIONS AND REFERENCES. References to Sections that begin with "S2"
are to Sections of this Schedule 2; otherwise references to Sections or Articles
are to the Plan document exclusive of this Schedule 2. Capitalized terms used in
this Schedule 2 shall have the meaning  provided in the Plan  document  unless a
different  meaning is expressly  given in this Schedule 2. The  following  terms
shall have the following meanings in this Schedule 2:


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 14 of Amendment No. 2 of 1998 Plan Restatement


         (a)      "MERGER  DATE"  means  the  date  on  which  the  Savings  and
Retirement Plan is merged into the Plan as determined under this Schedule 2.

         (b)      "SAVINGS AND RETIREMENT PLAN"  means  the  Columbus   McKinnon
Corporation  Savings and Retirement  Plan--  Nonunion  Portion.  The Savings and
Retirement  Plan  was  originally  adopted  effective  October  1,  1987  as the
"Lift-Tech  International,  Inc. Savings and Retirement Plan" by execution of an
individually  designed plan.  The Savings and  Retirement  Plan was amended from
time to time  thereafter  and was most recently  amended and restated  effective
January 1, 1999 by execution of two individually designed plan documents on that
date-- one document covering collective  bargaining employees and referred to as
the "Union Employees Plan Document" and one document covering nonunion employees
and referred to as the "Non-Union Employees Plan Document" which is the document
referred  to  in  this  Schedule  2  as  the  "Savings  and  Retirement   Plan".
Contributions  under the  Savings  and  Retirement  Plan Plan were  discontinued
effective June 1, 2000.

         (c)      "SAVINGS AND RETIREMENT  PLAN ACCOUNT"  means a  participant's
account  balance under the Savings and  Retirement  Plan which is transferred to
the Plan as a result of the merger of the Savings and  Retirement  Plan into the
Plan and all income and loss  attributable  to such  account  balance  after the
merger.

         (d)      "SAVINGS AND RETIREMENT PLAN PARTICIPANT"   means a person who
has a Savings and Retirement Plan Account,  regardless of whether such person is
otherwise a participant in a qualified plan maintained by an Employer.

S2.2     PURPOSE AND EFFECT OF THIS SCHEDULE 2.

         (a)      PURPOSE.  The purpose of this Schedule 2 is to provide for the
merger of the Savings and Retirement  Plan into the Plan and to provide  special
rules governing  protected  distribution  options and other matters  relating to
persons who participated in the Savings and Retirement Plan.

         (b)      EFFECT.  The  provisions of this  Schedule 2 shall govern over
any  inconsistent  provision of the Plan document  exclusive of this Schedule 2.
Except as specifically  provided in this Schedule 2, Savings and Retirement Plan
participants shall be subject to all of the provisions of the Plan document with
respect to their Savings and Retirement Plan Accounts (as hereinafter defined).


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 15 of Amendment No. 2 of 1998 Plan Restatement



S2.3     PARTICIPATION IN PLAN  BY  SAVINGS  AND  RETIREMENT  PLAN PARTICIPANTS.
Employees who are active  participants in the Savings and Retirement Plan on May
31,  2000,  and who would be Eligible  Employees if the company  employing  them
became an Employer under the Plan,  shall be eligible to participate in the Plan
effective June 1, 2000. Such Employees shall be granted Years of Vesting Service
for  service  prior to June 1, 2000 to the extent  provided  in Schedule A or as
otherwise required by Section 414(a) of the Code.

S2.4     MERGER OF THE SAVINGS AND RETIREMENT PLAN INTO THE PLAN.   Effective as
of June 1, 2000 (the "Merger  Date"),  the Savings and Retirement  Plan shall be
merged into and become part of the Plan. As of the Merger Date:

         (a)      the  assets  of  the  Savings  and  Retirement  Plan  shall be
transferred to and held by the Trustee as assets of the Plan; and

         (b)      the  account balances of participants  under the  Savings  and
Retirement Plan shall be converted to Account balances under the Plan subject to
the special rules of this Schedule 2.

S2.5     SPECIAL RULES APPLICABLE TO SAVINGS AND RETIREMENT PLAN PARTICIPANTS.

         (a)       ESTABLISHMENT OF SAVINGS AND RETIREMENT PLAN ACCOUNTS.

                  (1)      ESTABLISHMENT OF ACCOUNTS. Effective as of the Merger
         Date, the Thrift Plan Committee  shall  establish and maintain for each
         Participant,   who  had  an  account  balance  under  the  Savings  and
         Retirement  Plan,  a separate  Account  under the Plan  designated  his
         "Savings and Retirement  Plan Account",  to which shall be credited his
         account  balance under the Savings and  Retirement  Plan and all future
         the earnings thereon.

                  (2)      SUBACCOUNTS.     Each   Participant's   Savings   and
         Retirement  Plan Account  shall be further  divided into the  following
         subaccounts (as applicable):

                           (A)  The  portion  of  the  Account  attributable  to
                  salary  reduction  contributions  and earnings  thereon  shall
                  constitute his "Savings and Retirement  Plan Salary  Reduction
                  Subaccount."  A  Participant's  Savings  and  Retirement  Plan
                  Salary  Reduction  Subaccount  shall be fully vested and shall
                  available for borrowing by the  Participant in the same manner
                  as his Salary  Reduction  Contribution  Account,  as  provided
                  under Section 10.4 of the Plan.


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 16 of Amendment No. 2 of 1998 Plan Restatement



                           (B)  The  portion  of  the  Account  attributable  to
                  matching  contributions  shall  constitute  his  "Savings  and
                  Retirement   Plan   Matching   Contribution   Subaccount."   A
                  Participant's    Savings   and   Retirement    Plan   Matching
                  Contribution  Subaccount  shall be subject to the same vesting
                  and  forfeiture  rules as apply to his  Matching  Contribution
                  Account under Sections 3.2 and 8.5 of the Plan.

                           (C)  The  portion  of  the  Account  attributable  to
                  rollover  contributions  shall  constitute  his  "Savings  and
                  Retirement  Plan  Rollover  Subaccount"  and  shall  be  fully
                  vested.

         (b)      REINVESTMENT OF EXISTING INVESTMENTS.

                  (1)      IN GENERAL.  A  Participant's  investments  under the

         Savings and  Retirement  Plan as of the Merger Date shall be liquidated
         and the proceeds  therefrom  reinvested in Investment  Funds  available
         under the Plan as the  Participant  shall elect in accordance  with the
         election  procedures under the Plan. Each subaccount of a Participant's
         Savings  and  Retirement  Plan  Account  shall be  invested in the same
         portions in the same Investment Funds. The liquidation and reinvestment
         shall be done as soon as  practicable  as  determined  the Thrift  Plan
         Committee  giving due regard to the avoidance of  unnecessary  fees and
         expenses.

                  (2)      DEFAULT ELECTION.   If  a Participant fails to make a
         timely investment  election under Section  S2.5(b)(1),  his Savings and
         Retirement Plan Account shall be invested as provided under Section 7.4
         of the Plan.

         (c)      PROTECTED DISTRIBUTION OPTIONS

                  (1)      SAVINGS AND RETIREMENT PLAN OPTIONS.   A  Participant
         who is eligible for  distribution  of his Accounts  pursuant to Article
         VIII, may elect, in addition to any distribution option available under
         Article XI of the Plan,  the  following  Retirement  and  Savings  Plan
         distribution options:

                           (A)  Option 1 --  INSTALLMENTS.  Distribution  of the
                  Participant's  Accounts  will be made in  approximately  equal
                  monthly or annual installments over a period certain that does
                  not  exceed the life  expectancy  of the  Participant,  or the
                  combined life expectancy of the Participant and his designated
                  Beneficiary  (where the life  expectancy  is determined at the
                  commencement  of   distributions   and  is  not   redetermined
                  thereafter).  The  Participant must elect whether installments

<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 17 of Amendment No. 2 of 1998 Plan Restatement


                  will be monthly or annual,  and must elect the period  certain
                  over which installments are paid.

                           (B)  Option 2 -- STRAIGHT LIFE ANNUITY.   A  Straight
                  Life Annuity


                           (C)  Option 3 --    SINGLE   LIFE   ANNUITY  WITH   A
                  GUARANTEED MINIMUM NUMBER OF PAYMENTS.  A modified single life
                  annuity   payable  in  equal  monthly   payments   during  the
                  Participant's life with the provision that, if the Participant
                  does  not live to  receive  a  guaranteed  number  of  monthly
                  payments,  the balance of such  payments  shall be made to the
                  Beneficiary   designated   by  him  or,  if  the   Beneficiary
                  predeceases  him, to his estate.  The Participant must specify
                  the guaranteed  number of monthly payments and that number may
                  not  exceed  the  number of months in the  Participant's  life
                  expectancy.

                           (D) Option 4 -- SINGLE LIFE ANNUITY WITH  INSTALLMENT
                  REFUND.  A  modified  single  life  annuity  payable  in equal
                  monthly  payments  during  the  Participant's  life  with  the
                  provision  that,  if the  Participant  dies after the  Annuity
                  Starting  Date and before  monthly  payments  to him total the
                  annuity  premium,  then monthly  payments will continue to the
                  Beneficiary  designated by the Participant  until the total of
                  monthly payments made equal the annuity premium.

                           (E)  Option  5 -- JOINT  AND  SURVIVOR  ANNUITY  WITH
                  INSTALLMENT  REFUND.  A modified  joint and  survivor  annuity
                  payable in equal  monthly  payments  during the  Participant's
                  life,  with  a  survivor  annuity  payable  in  equal  monthly
                  payments  after  the  Participant's  death  to the  contingent
                  annuitant  designated by the Participant during the contingent
                  annuitant's   lifetime,   with  the  provision  that,  if  the
                  Participant and the contingent annuitant die after the Annuity
                  Starting  Date and before  monthly  payments to them total the
                  annuity  premium,  then monthly  payments  will  continue to a
                  Beneficiary  designated by the Participant  until the total of
                  monthly payments made equal the annuity  premium.  The monthly
                  payments to the Beneficiary shall be in the same amount as the
                  last monthly payment made before payment to the Beneficiary is
                  due.  The  Participant  may elect to have the  payments to the
                  contingent  annuitant  equal  to 50%,  66-2/3%  or 100% of the
                  monthly payments made to the Participant.

                  (2)      RULES  APPLICABLE  TO  SAVINGS  AND  RETIREMENT  PLAN
         OPTIONS.  The  following  rules  apply  with  respect  to  Savings  and
         Retirement Plan Options, in addition to all other  rules under the Plan

<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 18 of Amendment No. 2 of 1998 Plan Restatement

         that are not inconsistent with this Section S2.5(c)(2):

                           (A)  Any Savings and Retirement  Plan Option  elected
                  under  Section  S2.5(c)(1)  shall  apply  with  respect to the
                  Participant's entire Savings and Retirement Plan Account.

                           (B)  If the Participant elects a life annuity form of
                  Savings and Retirement Plan Option (Options 2, 3, 4 or 5), the
                  Participant's   Savings  and  Retirement  Plan  Account  shall
                  thereafter be subject to the annuity rules of Section S2.6.

                           (C)  Any Savings  and  Retirement  Plan life  annuity
                  option  shall be  provided  in the form of a  non-transferable
                  annuity  purchased  by the  Plan  from  an  insurance  company
                  licensed  to conduct  business  in New York,  selected  by the
                  Benefits   Administrative  Board,  with  the  balance  of  the
                  Participant's Savings and Retirement Plan Account.

         (d)      BENEFICIARY DESIGNATIONS. Death beneficiary designations filed
with  respect  to the  Plan  shall  apply to all of the  Participant's  Accounts
(including his Savings and Retirement  Plan Account) until a new  designation is
filed with the Thrift  Plan  Committee  pursuant  to Section  8.3,  but shall be
subject to the spousal consent requirements of Section 8.3(b).

S2.6     ANNUITY RULES.

         (a)      PARTICIPANTS SUBJECT TO THE RULES.  This Section S2.6 shall be
applicable with respect to any  distribution  from a  Participant's  Savings and
Retirement Plan Account if the Participant's  entire Account balance  (including
all Accounts under the Plan) exceeds $5,000. Notwithstanding the foregoing, this
Section shall be applicable  ONLY IF the  Participant  elects or has  previously
elected a life annuity form of distribution from his Savings and Retirement Plan
Account.

         (b)      APPLICATION OF  JOINT  AND SURVIVOR  ANNUITY RULES.   If  this
Section S2.6 is applicable,  any  distribution  of a  Participant's  Savings and
Retirement  Plan Account shall be made in the normal form as provided in Section
SB.3 of Schedule B unless the Participant waives the normal form of distribution
and  elects  and  optional  form   (described   in  Section   S2.5(c))  and  the
Participant's  spouse (if any)  consents to the  waiver,  as provided in Section
SB.3 of Schedule B.


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 19 of Amendment No. 2 of 1998 Plan Restatement


         (c)      APPLICATION   OF   PRERETIREMENT   SURVIVOR   ANNUITY   RULES.
A  Participant's  Savings  and  Retirement  Plan  Account is not  subject to the
Qualified  Preretirement  Survivor  Annuity  rules of Section SB.4 of Schedule B
insofar as 100% of the Participant's Account balance is payable to his spouse in
the event the Participant dies before it is distributed."

8.       New  Schedule  3,  entitled  Merger  into  the  Plan of the  Washington
         Equipment  Company  401(k)  Retirement & Savings  Plan, is added to the
         Plan effective June 1, 2000, to read as follows:

                "COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN

                                   SCHEDULE 3

                           MERGER INTO THE PLAN OF THE

                          WASHINGTON EQUIPMENT COMPANY
                        401(K) RETIREMENT & SAVINGS PLAN

S3.1     DEFINITIONS AND REFERENCES. References to Sections that begin with "S3"
are to Sections of this Schedule 3; otherwise references to Sections or Articles
are to the Plan document exclusive of this Schedule 3. Capitalized terms used in
this Schedule 3 shall have the meaning  provided in the Plan  document  unless a
different  meaning is expressly  given in this Schedule 3. The  following  terms
shall have the following meanings in this Schedule 3:

         (a)      "MERGER  DATE" means the date on which the WECO Plan is merged
into the Plan as determined under this Schedule 3.

         (b)      "WECO  PLAN"  means the  Washington  Equipment Company  401(k)
Retirement & Savings Plan. The WECO Plan was adopted  effective  January 1, 1992
by execution of a Dearborn Life Insurance  Company prototype plan. The WECO Plan
was  amended  from time to time  thereafter  and was most  recently  amended and
restated  effective  January 26,  1995.  Contributions  under the WECO Plan were
discontinued effective October 1, 1999.

         (c)      "WECO PLAN ACCOUNT"  means  a  participant's  account  balance
under the WECO Plan which is  transferred  to the Plan as a result of the merger
of the WECO  Plan into the Plan and all  income  and loss  attributable  to such
account balance after the merger.


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 20 of Amendment No. 2 of 1998 Plan Restatement


         (d)      "WECO PLAN PARTICIPANT"  means a  person  who has  a WECO Plan
Account,  regardless  of whether  such person is  otherwise a  participant  in a
qualified plan maintained by an Employer.

S3.2     PURPOSE AND EFFECT OF THIS SCHEDULE 3.

         (a)      PURPOSE.  The  purpose of this  Schedule  3 is to provide  for
the merger of the WECO Plan into the Plan and to provide special rules governing
protected   distribution  options  and  other  matters  relating  to  WECO  Plan
Participants.

         (b)      EFFECT.  The  provisions of this  Schedule 3 shall govern over
any  inconsistent  provision of the Plan document  exclusive of this Schedule 3.
Except as specifically provided in this Schedule 3, WECO Plan Participants shall
be subject to all of the  provisions  of the Plan document with respect to their
WECO Plan Accounts.

S3.3     PARTICIPATION  IN  PLAN  BY  WECO  PLAN   PARTICIPANTS.   A  WECO  Plan
Participant  shall be a Participant  in the Plan on and after the Merger Date so
long  as he  continues  to have a WECO  Plan  Account  under  the  Plan.  Active
participation in the Plan  (eligibility for additional  contributions) by a WECO
Plan  Participant  shall be determined under Schedule A and the other provisions
of the Plan outside this Schedule 3.

S3.4     MERGER OF THE WECO PLAN INTO THE PLAN.  Effective  as  of  June 1, 2000
(the "Merger  Date"),  the WECO Plan shall be merged into and become part of the
Plan. As of the Merger Date:

         (a)      the assets of the  WECO Plan shall be transferred to and  held
by the Trustee as assets of the Plan; and

         (b)      the account balances of participants under the WECO Plan shall
be converted to Account  balances under the Plan subject to the special rules of
this Schedule 3.

S3.5  SPECIAL RULES APPLICABLE TO WECO PLAN PARTICIPANTS.

         (a)      ESTABLISHMENT OF WECO PLAN ACCOUNTS.

                  (1)      ESTABLISHMENT  OF  ACCOUNTS.   Effective   as  of the
         Merger Date, the Thrift Plan Committee shall establish and maintain for
         each  WECO  Plan   Participant  a  separate  Account  under  the  Plan,
         designated  his "WECO Plan  Account",  to which shall be  credited  his
         account  balance  transferred  from the WECO  Plan and all  future  the
         earnings thereon.

<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 21 of Amendment No. 2 of 1998 Plan Restatement


                  (2)      SUBACCOUNTS.  Each WECO Plan Participant's WECO  Plan
         Account  shall be further  divided into the following  subaccounts  (as
         applicable):

                           (A) The portion of the Account attributable to salary
                  reduction  contributions and earnings thereon shall constitute
                  his "WECO Plan Salary  Reduction  Subaccount." A Participant's
                  WECO Plan Salary  Reduction  Subaccount  shall be fully vested
                  and shall  available for borrowing by the  Participant  in the
                  same manner as his Salary Reduction  Contribution  Account, as
                  provided under Section 10.4 of the Plan.

                           (B)  The  portion  of  the  Account  attributable  to
                  rollover   contributions   shall  constitute  his  "WECO  Plan
                  Rollover Subaccount" and shall be fully vested.

         (b)      REINVESTMENT OF EXISTING INVESTMENTS.

                  (1)      IN GENERAL.  A  Participant's  investments  under the
         WECO Plan as of the Merger Date shall be  liquidated  and the  proceeds
         therefrom  reinvested in Investment  Funds  available under the Plan as
         the Participant shall elect in accordance with the election  procedures
         under the Plan. Each  subaccount of a  Participant's  WECO Plan Account
         shall be invested in the same  portions in the same  Investment  Funds.
         The liquidation and  reinvestment  shall be done as soon as practicable
         as  determined  the  Thrift  Plan  Committee  giving  due regard to the
         avoidance of unnecessary fees and expenses.

                  (2)      DEFAULT ELECTION.   If a  Participant fails to make a
         timely  investment  election  under Section  S3.5(b)(1),  his WECO Plan
         Account shall be invested as provided under Section 7.4 of the Plan.

         (c)      PROTECTED DISTRIBUTION OPTIONS

                  (1)      WECO PLAN  OPTIONS.  A  Participant  who is  eligible
         for  distribution of his Accounts  pursuant to Article VIII, may elect,
         in addition to any  distribution  option  available under Article XI of
         the Plan, the following WECO Plan distribution options:

                           (A)  Option 1 -- A LIFE ANNUITY.    A  Straight  Life
                  Annuity

                           (B)  Option 2 -- A LIFE  ANNUITY  WITH 10 OR 20 YEARS
                  GUARANTEED.  A modified  single life annuity  payable in equal
                  monthly  payments  during  the  Participant's  life  with  the
                  provision that, if the  Participant does not  live to  receive


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 22 of Amendment No. 2 of 1998 Plan Restatement


                  the  guaranteed  number of monthly  payments  (120 or 240,  as
                  elected by the  Participant),  the  balance  of such  payments
                  shall be made to the Beneficiary  designated by him or, if the
                  Beneficiary predeceases him, to his estate.

                           (C)  Option 3 -- JOINT AND 100% SURVIVOR  ANNUITY.  A
                  joint and survivor  annuity payable in equal monthly  payments
                  during the Participant's life, with a survivor annuity payable
                  in equal monthly payments after the Participant's death to the
                  contingent  annuitant designated by the Participant during the
                  contingent  annuitant's lifetime.  The monthly payments to the
                  contingent  annuitant shall equal 100% of the monthly payments
                  made to the Participant.

                           (D)  Option 4 -- JOINT AND 100% SURVIVOR ANNUITY WITH
                  10 OR 20  YEARS  GUARANTEED.  A  joint  and  survivor  annuity
                  similar to Option 3 but with the  provision  that, if both the
                  Participant   and  the  contingent   annuitant  die  before  a
                  guaranteed  number of monthly payments (120 or 240, as elected
                  by the  Participant)  are paid,  the balance of such  payments
                  shall be made to the Beneficiary designated by the survivor of
                  the   Participant   and   contingent   annuitant  or,  if  the
                  Beneficiary  predeceases  such  survivor,  to  the  survivor's
                  estate.

                  (2)      RULES APPLICABLE TO WECO PLAN OPTIONS. The following
                  rules apply with respect to WECO Plan Options,  in addition to
                  all other rules under the Plan that are not inconsistent  with
                  this Section S3.5(c)(2):

                           (A)  Any  WECO  Plan  Option  elected  under  Section
                  S3.5(c)(1)  shall  apply  with  respect  to the  Participant's
                  entire WECO Plan Account.

                           (B)  If the Participant elects a life annuity form of
                  WECO Plan  Option  (Options  1, 2, 3 or 4), the  Participant's
                  WECO Plan Account  shall  thereafter be subject to the annuity
                  rules of Section S3.6.

                           (C)  Any  WECO  Plan  life annuity  option  shall  be
                  provided in the form of a  non-transferable  annuity purchased
                  by the Plan from an  insurance  company  licensed  to  conduct
                  business in New York, selected by the Benefits  Administrative
                  Board,  with  the  balance  of  the  Participant's  WECO  Plan
                  Account.

         (d)      BENEFICIARY  DESIGNATIONS.   Death  beneficiary   designations
                  filed  with  respect  to the  Plan  shall  apply to all of the
                  Participant's Accounts (including his WECO Plan Account) until


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 23 of Amendment No. 2 of 1998 Plan Restatement


                  a new  designation  is filed  with the Thrift  Plan  Committee
                  pursuant to Section  8.3,  but shall be subject to the spousal
                  consent requirements of Section 8.3(b).

S3.6     ANNUITY RULES.

         (a)      PARTICIPANTS SUBJECT TO THE  RULES.  This  Section  S3.6 shall
be applicable with respect to any  distribution  from a Participant's  WECO Plan
Account if the  Participant's  entire Account  balance  (including his WECO Plan
Account and any other account under the Plan)  exceeds  $5,000.  Notwithstanding
the foregoing,  this Section shall be applicable ONLY IF the Participant  elects
or has previously elected a life annuity form of distribution from his WECO Plan
Account.

         (b)      APPLICATION  OF  JOINT AND  SURVIVOR  ANNUITY  RULES.  If this
Section  S3.6 is  applicable,  any  distribution  of a  Participant's  WECO Plan
Account shall be made in the normal form as provided in Section SB.3 of Schedule
B unless the Participant  waives the normal form of distribution  and elects and
optional form (described in Section  S3.5(c)) and the  Participant's  spouse (if
any) consents to the waiver, as provided in Section SB.3 of Schedule B.

         (c)       APPLICATION OF PRERETIREMENT   SURVIVOR   ANNUITY   RULES.  A
Participant's  WECO Plan Account is not subject to the  Qualified  Preretirement
Survivor  Annuity  rules of  Section  SB.4 of  Schedule B insofar as 100% of the
Participant's  Account  balance  is  payable  to his  spouse  in the  event  the
Participant dies before it is distributed."

9.       New  Schedule 4,  entitled  "Merger  into the  Plan  of  the  Automatic
         Systems, Inc. 401(k) Savings Plan", is added to the Plan effective June
         1, 2000, to read as follows:

                "COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN

                                   SCHEDULE 4

                           MERGER INTO THE PLAN OF THE

                             AUTOMATIC SYSTEMS, INC.
                               401(K) SAVINGS PLAN


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 24 of Amendment No. 2 of 1998 Plan Restatement


S4.1     DEFINITIONS AND REFERENCES. References to Sections that begin with "S4"
are to Sections of this Schedule 4; otherwise references to Sections or Articles
are to the Plan document exclusive of this Schedule 4. Capitalized terms used in
this Schedule 4 shall have the meaning  provided in the Plan  document  unless a
different  meaning is expressly  given in this Schedule 4. The  following  terms
shall have the following meanings in this Schedule 4:

         (a)      "MERGER  DATE" means the date on which the  ASI Plan is merged
into the Plan as determined under this Schedule 4.

         (a)      "ASI PLAN" means the Automatic  Systems,  Inc.  401(k) Savings
Plan.  The ASI Plan was  adopted  effective  January 1, 1980 by  execution  of a
Principal Group  individually  designed plan. The ASI Plan was amended from time
to time thereafter and was most recently amended and restated on April 28, 1995.
Contributions under the ASI Plan were discontinued effective March 31, 1999.

         (b)      "ASI PLAN ACCOUNT" means a participant's account balance under
the ASI Plan which is  transferred  to the Plan as a result of the merger of the
ASI Plan into the Plan and all  income  and loss  attributable  to such  account
balance after the merger.

         (c)      "ASI PLAN  PARTICIPANT"   means a  person who  has a ASI  Plan
Account,  regardless  of whether  such person is  otherwise a  participant  in a
qualified plan maintained by an Employer.

S4.2     PURPOSE AND EFFECT OF THIS SCHEDULE 4.

         (a)      PURPOSE.  The  purpose of this  Schedule  4 is to provide  for
the merger of the ASI Plan into the Plan and to provide  special rules governing
protected   distribution   options  and  other  matters  relating  to  ASI  Plan
Participants.

         (b)      EFFECT.  The  provisions of this  Schedule 4 shall govern over
any  inconsistent  provision of the Plan document  exclusive of this Schedule 4.
Except as specifically  provided in this Schedule 4, ASI Plan Participants shall
be subject to all of the  provisions  of the Plan document with respect to their
ASI Plan Accounts.

S4.4     PARTICIPATION IN PLAN BY ASI PLAN PARTICIPANTS.  A ASI Plan Participant
shall be a  Participant  in the Plan on and after the Merger  Date so long as he
continues to have a ASI Plan Account under the Plan. Active participation in the
Plan (eligibility for additional  contributions) by a ASI Plan Participant shall
be determined under Schedule A and the other provisions of the Plan outside this
Schedule 4.


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 25 of Amendment No. 2 of 1998 Plan Restatement



S4.4     MERGER OF THE ASI PLAN INTO THE PLAN.  Effective on the date determined
in writing by the Thrift Plan Committee  which shall be on or after June 1, 2000
(the  "Merger  Date"),  the ASI Plan shall be merged into and become part of the
Plan. As of the Merger Date:

         (a)      the assets of the ASI Plan shall be transferred to and held by
the Trustee as assets of the Plan; and

         (b)      the account balances of participants  under the ASI Plan shall
be converted to Account  balances under the Plan subject to the special rules of
this Schedule 4.

S4.5     SPECIAL RULES APPLICABLE TO ASI PLAN PARTICIPANTS.

         (a)      ESTABLISHMENT OF ASI PLAN ACCOUNTS.

                  (1)      ESTABLISHMENT  OF  ACCOUNTS.   Effective  as  of  the
         Merger Date, the Thrift Plan Committee shall establish and maintain for
         each ASI Plan Participant a separate Account under the Plan, designated
         his "ASI Plan Account",  to which shall be credited his account balance
         transferred from the ASI Plan and all future the earnings thereon.

                  (2)      SUBACCOUNTS.  Each ASI  Plan  Participant's  ASI Plan
         Account  shall be further  divided into the following  subaccounts  (as
         applicable):

                           (A)  The  portion  of  the  Account  attributable  to
                  salary  reduction  contributions  and earnings  thereon  shall
                  constitute  his "ASI  Plan  Salary  Reduction  Subaccount."  A
                  Participant's  ASI Plan Salary  Reduction  Subaccount shall be
                  fully  vested  and  shall   available  for  borrowing  by  the
                  Participant  in  the  same  manner  as  his  Salary  Reduction
                  Contribution  Account,  as provided  under Section 10.4 of the
                  Plan.

                           (B)  The  portion  of  the  Account  attributable  to
                  matching contributions shall constitute his "ASI Plan Matching
                  Contribution Subaccount" and shall vest in accordance with the
                  terms of the Plan  outside  this  Schedule 4 but in all events
                  shall  vest as  rapidly  as under the terms of the ASI Plan on
                  the Merger Date.

                           (C)  The  portion  of  the  Account  attributable  to
                  rollover contributions shall constitute his "ASI Plan Rollover
                  Subaccount" and shall be fully vested.

<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 26 of Amendment No. 2 of 1998 Plan Restatement


         (b)      REINVESTMENT OF EXISTING INVESTMENTS.

                  (1)      IN GENERAL. A Participant's investments under the ASI
         Plan as of the  Merger  Date  shall  be  liquidated  and  the  proceeds
         therefrom  reinvested in Investment  Funds  available under the Plan as
         the Participant shall elect in accordance with the election  procedures
         under the Plan.  Each  subaccount of a  Participant's  ASI Plan Account
         shall be invested in the same  portions in the same  Investment  Funds.
         The liquidation and  reinvestment  shall be done as soon as practicable
         as  determined  the  Thrift  Plan  Committee  giving  due regard to the
         avoidance of unnecessary fees and expenses.


                  (2)      DEFAULT ELECTION.  If  a  Participant  fails  to make
         a timely  investment  election under Section  S4.5(b)(1),  his ASI Plan
         Account shall be invested as provided under Section 7.4 of the Plan.

         (c)      PROTECTED DISTRIBUTION OPTIONS

                  (1)      ASI PLAN OPTIONS.  A Participant who is eligible  for
         distribution  of his Accounts  pursuant to Article VIII, may elect,  in
         addition to any  distribution  option available under Article XI of the
         Plan, the following ASI Plan distribution options:

                           (A)  Option 1 -- A LIFE ANNUITY.    A  Straight  Life
                  Annuity

                           (B)  Option 2 --  A  LIFE  ANNUITY  WITH  5, 10 OR 15
                  YEARS  GUARANTEED.  A modified  single life annuity payable in
                  equal monthly payments during the Participant's  life with the
                  provision  that, if the  Participant  does not live to receive
                  the guaranteed  number of monthly payments (60, 120 or 180, as
                  elected by the  Participant),  the  balance  of such  payments
                  shall be made to the Beneficiary  designated by him or, if the
                  Beneficiary predeceases him, to his estate.

                           (C)  Option 3 -- SINGLE LIFE ANNUITY WITH INSTALLMENT
                  REFUND.  A  modified  single  life  annuity  payable  in equal
                  monthly  payments  during  the  Participant's  life  with  the
                  provision  that,  if the  Participant  dies after the  Annuity
                  Starting  Date and before  monthly  payments  to him total the
                  annuity  premium,  then monthly  payments will continue to the
                  Beneficiary  designated by the Participant  until the total of
                  monthly payments made equal the annuity premium.


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 27 of Amendment No. 2 of 1998 Plan Restatement


                           (D)  Option  4 --  JOINT  AND  50%,  66-2/3%  OR 100%
                  SURVIVOR  ANNUITY.  A joint and  survivor  annuity  payable in
                  equal monthly payments during the  Participant's  life, with a
                  survivor  annuity payable in equal monthly  payments after the
                  Participant's death to the contingent  annuitant designated by
                  the Participant  during the contingent  annuitant's  lifetime.
                  The monthly  payments to the contingent  annuitant shall equal
                  50%,  66-2/3% or 100% (as elected by the  Participant)  of the
                  monthly payments made to the Participant.

                           (E)  Option 5 --  INSTALLMENTS.  Distribution  of the
                  Participant's  Accounts  will be made in  approximately  equal
                  monthly  installments  over a period  certain that is not less
                  than 60  months  nor  more  than the  life  expectancy  of the
                  Participant,   or  the  combined   life   expectancy   of  the
                  Participant  and his  designated  Beneficiary  (where the life
                  expectancy is determined at the  commencement of distributions
                  and is not  redetermined  thereafter).  The  Participant  must
                  elect the period certain over which installments are paid.

                  (2)      RULES APPLICABLE TO ASI PLAN OPTIONS.   The following
                  rules apply with respect to ASI Plan  Options,  in addition to
                  all other rules under the Plan that are not inconsistent  with
                  this Section S4.5(c)(2):

                           (A)  Any  ASI  Plan  Option   elected  under  Section
                  S4.5(c)(1)  shall  apply  with  respect  to the  Participant's
                  entire ASI Plan Account.

                           (B)  If the Participant elects a life annuity form of
                  ASI Plan Option (Options 1, 2, 3 or 4), the  Participant's ASI
                  Plan Account shall  thereafter be subject to the annuity rules
                  of Section S4.6.

                           (C)  Any  ASI  Plan  life  annuity  option  shall  be
                  provided in the form of a  non-transferable  annuity purchased
                  by the Plan from an  insurance  company  licensed  to  conduct
                  business in New York, selected by the Benefits  Administrative
                  Board, with the balance of the Participant's ASI Plan Account.

         (d)      BENEFICIARY DESIGNATIONS. Death beneficiary designations filed
with  respect  to the  Plan  shall  apply to all of the  Participant's  Accounts
(including  his ASI Plan  Account)  until a new  designation  is filed  with the
Thrift  Plan  Committee  pursuant  to Section  8.4,  but shall be subject to the
spousal consent requirements of Section 8.4(b).


<PAGE>


                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 28 of Amendment No. 2 of 1998 Plan Restatement


S4.6     ANNUITY RULES.

         (a)      PARTICIPANTS SUBJECT TO THE RULES.  This Section S4.6 shall be
applicable  with  respect  to any  distribution  from a  Participant's  ASI Plan
Account if the  Participant's  entire  Account  balance  (including his ASI Plan
Account and any other account under the Plan)  exceeds  $5,000.  Notwithstanding
the foregoing,  this Section shall be applicable ONLY IF the Participant  elects
or has previously  elected a life annuity form of distribution from his ASI Plan
Account.

         (b)      APPLICATION OF  JOINT  AND  SURVIVOR  ANNUITY  RULES.  If this
Section S4.6 is applicable, any distribution of a Participant's ASI Plan Account
shall be made in the  normal  form as  provided  in Section  SB.3 of  Schedule B
unless the  Participant  waives the normal form of  distribution  and elects and
optional form (described in Section  S4.5(c)) and the  Participant's  spouse (if
any) consents to the waiver, as provided in Section SB.3 of Schedule B.

         (c)      APPLICATION   OF   PRERETIREMENT   SURVIVOR   ANNUITY   RULES.
A Participant's  ASI Plan Account is not subject to the Qualified  Preretirement
Survivor  Annuity  rules of  Section  SB.4 of  Schedule B insofar as 100% of the
Participant's  Account  balance  is  payable  to his  spouse  in the  event  the
Participant dies before it is distributed."

10.      New  Schedule 5,  entitled  "Merger into the  Plan of the  Gaffey, Inc.
         401(k) Profit  Sharing  Plan",  is added to the Plan  effective June 1,
         2000, to read as follows:

                "COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN

                                   SCHEDULE 5

                           MERGER INTO THE PLAN OF THE

                     GAFFEY, INC. 401(K) PROFIT SHARING PLAN

S5.1     DEFINITIONS AND REFERENCES. References to Sections that begin with "S5"
are to Sections of this Schedule 5; otherwise references to Sections or Articles
are to the Plan document exclusive of this Schedule 5. Capitalized terms used in
this Schedule 5 shall have the meaning  provided in the Plan  document  unless a
different  meaning is expressly  given in this Schedule 5. The  following  terms
shall have the following meanings in this Schedule 5:


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 29 of Amendment No. 2 of 1998 Plan Restatement


         (a)      "MERGER  DATE"  means  the  date  on which the  Gaffey Plan is
merged into the Plan as determined under this Schedule 5.

         (b)      "GAFFEY PLAN"  means the  Gaffey, Inc.  401(k)  Profit Sharing
Plan.  The Gaffey Plan was adopted  effective  October 1, 1990 by execution of a
Merrill  Lynch  prototype  plan.  The Gaffey Plan was amended  from time to time
thereafter  and was most  recently  amended and restated on September  29, 1994.
Contributions under the Gaffey Plan were discontinued effective January 1, 2000.

         (c)      "GAFFEY PLAN ACCOUNT" means a  participant's  account  balance
under the Gaffey Plan which is transferred to the Plan as a result of the merger
of the Gaffey  Plan into the Plan and all income and loss  attributable  to such
account balance after the merger.

         (d)      "GAFFEY  PLAN  PARTICIPANT"  means a  person who has a  Gaffey
Plan Account,  regardless of whether such person is otherwise a participant in a
qualified plan maintained by an Employer.

S5.2     PURPOSE AND EFFECT OF THIS SCHEDULE 5.

         (a)      PURPOSE.  The purpose of this Schedule 5 is to provide for the
merger of the Gaffey Plan into the Plan and to provide  special rules  governing
protected  distribution  options  and other  matters  relating  to  Gaffey  Plan
Participants.

         (b)      EFFECT.  The provisions  of this  Schedule 5 shall govern over
any  inconsistent  provision of the Plan document  exclusive of this Schedule 5.
Except as  specifically  provided in this  Schedule 5, Gaffey Plan  Participants
shall be subject to all of the  provisions  of the Plan document with respect to
their Gaffey Plan Accounts.

S5.5     PARTICIPATION IN PLAN BY  GAFFEY  PLAN  PARTICIPANTS.   A  Gaffey  Plan
Participant  shall be a Participant  in the Plan on and after the Merger Date so
long as he  continues  to have a Gaffey  Plan  Account  under the  Plan.  Active
participation in the Plan (eligibility for additional contributions) by a Gaffey
Plan  Participant  shall be determined under Schedule A and the other provisions
of the Plan outside this Schedule 5.

S5.5     MERGER OF  THE  GAFFEY  PLAN  INTO  THE  PLAN.   Effective  on the date
determined  in writing by the Thrift Plan  Committee  which shall be on or after
June 1, 2000 (the  "Merger  Date"),  the Gaffey  Plan  shall be merged  into and
become part of the Plan. As of the Merger Date:


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 30 of Amendment No. 2 of 1998 Plan Restatement


         (a)      the assets of the Gaffey Plan shall be transferred to and held
by the Trustee as assets of the Plan; and

         (b)      the  account balances of  participants  under the  Gaffey Plan
shall be  converted  to Account  balances  under the Plan subject to the special
rules of this Schedule 5.

S5.5     SPECIAL RULES APPLICABLE TO GAFFEY PLAN PARTICIPANTS.

         (a)      ESTABLISHMENT OF GAFFEY PLAN ACCOUNTS.

                  (1)      ESTABLISHMENT OF ACCOUNTS. Effective as of the Merger
         Date, the Thrift Plan Committee  shall  establish and maintain for each
         Gaffey Plan Participant a separate  Account under the Plan,  designated
         his "Gaffey  Plan  Account",  to which  shall be  credited  his account
         balance  transferred  from the Gaffey Plan and all future the  earnings
         thereon.

                  (2)      SUBACCOUNTS.  Each Gaffey Plan  Participant's  Gaffey
         Plan Account shall be further  divided into the  following  subaccounts
         (as applicable):

                           (A)  The  portion  of  the  Account  attributable  to
                  salary  reduction  contributions  and earnings  thereon  shall
                  constitute  his "Gaffey Plan Salary  Reduction  Subaccount." A
                  Participant's Gaffey Plan Salary Reduction Subaccount shall be
                  fully  vested  and  shall   available  for  borrowing  by  the
                  Participant  in  the  same  manner  as  his  Salary  Reduction
                  Contribution  Account,  as provided  under Section 10.5 of the
                  Plan.

                           (B)  The  portion  of  the  Account  attributable  to
                  profit sharing contributions shall constitute his "Gaffey Plan
                  Matching Contribution Subaccount" and shall vest in accordance
                  with the terms of the Plan outside this  Schedule 5 but in all
                  events  shall vest as rapidly as under the terms of the Gaffey
                  Plan on the Merger Date.

                           (C)  The  portion  of  the  Account  attributable  to
                  rollover  contributions  shall  constitute  his  "Gaffey  Plan
                  Rollover Subaccount" and shall be fully vested.

         (b)      REINVESTMENT OF EXISTING INVESTMENTS.

                  (1)      IN GENERAL.  A  Participant's  investments  under the
         Gaffey Plan as of the Merger Date shall be liquidated  and the proceeds
         there from  reinvested in Investment  Funds available under the Plan as


<PAGE>

                                Columbus McKinnon Corporation Thrift 401(k) Plan
                             Page 31 of Amendment No. 2 of 1998 Plan Restatement


         the Participant shall elect in accordance with the election  procedures
         under the Plan. Each subaccount of a Participant's  Gaffey Plan Account
         shall be invested in the same  portions in the same  Investment  Funds.
         The liquidation and  reinvestment  shall be done as soon as practicable
         as  determined  the  Thrift  Plan  Committee  giving  due regard to the
         avoidance of unnecessary fees and expenses.

                  (2)      DEFAULT ELECTION.   If a  Participant fails to make a
         timely investment  election under Section  S5.5(b)(1),  his Gaffey Plan
         Account shall be invested as provided under Section 7.5 of the Plan.

         (c)      BENEFICIARY DESIGNATIONS. Death beneficiary designations filed
with  respect  to the  Plan  shall  apply to all of the  Participant's  Accounts
(including  his Gaffey Plan Account)  until a new  designation is filed with the
Thrift  Plan  Committee  pursuant  to Section  8.5,  but shall be subject to the
spousal consent requirements of Section 8.5(b)."

         IN WITNESS WHEREOF, this instrument of amendment has been executed by a
duly authorized officer of the Corporation this 1st day of June, 2000.


                                         COLUMBUS McKINNON CORPORATION

                                         By    /s/ R. L. Montgomery
                                               ------------------------

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