January 27, 2000

                     CM with price incentive and CIC Offset
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Mr.
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Columbus McKinnon Corporation
140 John James Audubon Parkway
Amherst, New York 14228

Dear                  :
     -----------------

         As you are aware,  Columbus  McKinnon  Corporation  ("CM") is examining
various restructuring alternatives in an effort to enhance shareholder value. In
this regard,  one of the restructuring  alternatives being examined is a sale of
the issued and outstanding stock of CM. You are important to the success of CM's
business  and your  active  involvement  during a sale and a  transition  period
subsequent to such sale is essential.  Accordingly, it is in CM's best interests
to have an understanding with you regarding your continued employment.

         Based on the above,  CM will  provide,  and will require any party that
acquires CM to provide, you with the following rights and benefits:

         1. Your salary and benefits,  both  contributory and  non-contributory,
will be  maintained  at levels  which are not less than the levels  which are in
effect as of December 31,  1999,  for a period of six (6) months  following  the
date on  which a  "Sale"  (as  hereinafter  defined)  occurs  (such  date  being
hereinafter  referred to as the "Closing Date").  For purposes of this letter, a
"Sale"  will be  deemed  to occur  upon:  (a) the  sale  (including  a  transfer
occurring as a result of a tender offer,  an exchange offer or the  consummation
of a plan of merger or  consolidation)  of ninety  percent (90%) or more of CM's
issued and outstanding  stock or (b) the sale of all or substantially all of the
CM's assets with the buyer assuming all or substantially all of its liabilities,
to any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended).

         2. In order to receive any of the  payments  which are  provided for by
this  letter  and are  contingent  upon the  occurrence  of Sale,  the Sale must
either: (a) occur on or before December 31, 2000 or (b) occur on or before March
31, 2001,  provided  that,  as of December 31,  2000,  negotiations  regarding a




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February 4, 2000
Page 2


possible Sale to an identified  prospective  purchaser with sufficient financial
resources are taking place.

         3. If a Sale which satisfies either of the  requirements of paragraph 2
above  occurs,  you  will,  subject  to your  compliance  with the terms of this
letter,  be entitled  to receive an amount  equal to
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(such amount being hereinafter referred to as the "Basic Stay Bonus").

         4. In addition to the  Basic Stay Bonus,  if the  price of  CM's common
stock which is payable in connection  with the Sale  (hereinafter  the "Purchase
Price") is more than $21.00 per share,  an amount  (hereinafter  the "Additional
Stay Bonus") will be paid to you. The amount of the  Additional  Stay Bonus will
be equal to the sum of: (a) Twenty Five Thousand Dollars ($25,000) multiplied by
the number of whole Dollars, up to a maximum of three (3), by which the Purchase
Price  exceeds  $21.00  per share;  plus (b) Fifty  Thousand  Dollars  ($50,000)
multiplied  by the number of whole  Dollars by which the Purchase  Price exceeds
$24.00 per share. If the Purchase Price is less than $21.00 per share,  you will
not be entitled to payment of any Additional Stay Bonus.

         5. Your  active  employment  with CM, or, if  applicable,  your  active
employment with the purchaser or any of its affiliates  ("Purchaser")  is herein
referred to as "Your Active Employment."

            Your right to receive any  payment  described  herein  that  becomes
payable to you on the Closing Date is contingent  upon the  continuation of Your
Active Employment through the Closing Date. Similarly, your right to receive any
payment  described  herein that becomes payable to you at the end of the six (6)
month period following the Closing Date ("Six-Month  Anniversary") is contingent
upon  the  continuation  of  Your  Active   Employment   through  the  Six-Month
Anniversary.

            If, for any reason,  Your Active Employment is terminated before the
Closing  Date,  you will not be  entitled  to  receive  any  payment  that would
otherwise  become  payable to you on the Closing  Date.  Similarly,  if, for any
reason,  Your Active Employment is terminated before the Six-Month  Anniversary,
you will not be entitled to any payment that would  otherwise  become payable to
you on the Six-Month Anniversary.



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February 4, 2000
Page 3


         6. If a Sale which satisfies  either of the requirements of paragraph 2
above occurs,  and you have satisfied the  requirements of paragraph 5, one-half
of the amount of the Basic Stay Bonus will  become  payable  and will be paid to
you in one lump sum on the Closing Date and the remaining  one-half of the Basic
Stay Bonus will  become  payable  and will be paid to you in one lump sum on the
Six-Month Anniversary. In addition, the amount of any Additional Stay Bonus will
become payable and will be paid to you in one lump sum on the Closing Date.

         7. If a Sale does not occur in a manner which  satisfies  either of the
requirements  set  forth in  Paragraph  2 above,  the Basic  Stay  Bonus and the
Additional Stay Bonus described above in this letter will not be payable.

         8. The fact that CM has agreed,  by the terms of this  letter,  to make
payments to you as provided for in this letter, is strictly  confidential.  As a
result, you are expressly  prohibited from disclosing or revealing to any person
or entity,  any  information  regarding the specific terms of this letter or the
existence of CM's  agreement,  as contained in this letter,  to make payments to
you  which  are  conditioned,  in  part,  on the  occurrence  of a Sale and your
continued active employment with CM or a Purchaser. If it is determined that you
have violated the  provisions  of this  paragraph 8, you will not be entitled to
receive any payment of the amounts described above in this letter.

         9. As you know,  on                    ,  CM entered  into an agreement
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(hereinafter the "Change in Control Agreement") providing for the payment to you
of certain amounts in the event that your employment with CM is terminated under
certain specified  conditions following a change in control of CM (as defined in
such  Change  in  Control  Agreement).  It is CM's  intent  that you will not be
entitled to receive both the second half of the Basic Stay Bonus as provided for
by this letter and the full amount of the payments provided for by the Change in
Control Agreement. Accordingly, by your execution of this letter as provided for
at the end  hereof,  you will be deemed to  expressly  agree  that the Change in
Control  Agreement  will be deemed and  construed to be amended,  by this letter
(and this  letter will be deemed to  constitute  an  amendment  to the Change in
Control Agreement),  to provide that, if and to the extent that you are paid the
second half of the Basic Stay Bonus  provided for by this letter,  the amount of


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February 4, 2000
Page 4


any payments you may  thereafter  become  entitled to receive under the terms of
the Change in Control Agreement will be reduced by an amount equal to the second
half of the Basic Stay Bonus provided for by this letter.

         10. Your right to receive the Basic Stay Bonus and, if applicable,  the
Additional Stay Bonus will only apply to one Sale. Therefore,  you will not have
any right to receive payment of a second Basic Stay Bonus or a second Additional
Stay Bonus if, after the closing of the Sale, a sale of all or substantially all
the assets of CM or a sale of any portion of the issued and outstanding stock of
CM occurs.

         Thank you for your  cooperation and support in completing a sale of CM.
We will do all that is possible to enable a smooth and responsible transition.


                                           Yours truly,




                                           By:
                                               ----------------------



Agreed to and Acknowledged this     day of            , 2000.
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