COLUMBUS MCKINNON CORPORATION
                          -----------------------------

                       EVA(R) INCENTIVE COMPENSATION PLAN
                       ----------------------------------


                                    ARTICLE I

                              STATEMENT OF PURPOSE
                              --------------------

1.1      The  purpose  of  the  Plan  is  to  provide  a  system  of   incentive
         compensation,  which  will  promote  the  maximization  of EVA over the
         long-term.  In order to align associate incentives with shareholder and
         lender  interests,  incentive  compensation will reward the creation of
         value.  This Plan will tie  incentive  compensation  to Economic  Value
         Added ("EVA") and, thereby,  reward for creating value and penalize for
         destroying value.

1.2      EVA is the performance  measure of value creation for Columbus McKinnon
         Corporation. EVA reflects the benefits and costs of capital employment.
         Associates  create  value  when they use  capital in an  endeavor  that
         generates  a return  that  exceeds  the cost of the  capital  employed.
         Conversely  value is destroyed when capital is used in an endeavor that
         generates a return that is less than the cost of capital  employed.  By
         imputing the cost of capital upon the operating  profits generated by a
         business  group,  EVA measures the total value created (or  destroyed).
         The Plan will reward increases in EVA and penalize decreases over time.

              EVA = NET OPERATING PROFIT AFTER TAX - CAPITAL CHARGE

1.3      Each   Plan   Participant   is  placed   in  a   classification.   Each
         classification has a prescribed target bonus. The bonus acquired in any
         one year is the result of multiplying the Actual Bonus Percentage times
         the Participant's  total earnings as defined in the Plan and a positive
         balance is distributed each year through the payroll system.


                                   ARTICLE II

                   DEFINITION OF EVA AND THE COMPONENTS OF EVA
                   -------------------------------------------

         Unless the context  provides a different  meaning,  the following terms
         shall have the following meanings:

2.1      OPERATING  GROUP means a group of business  divisions that are uniquely
         identified  for the  purpose  of  calculating  EVA and EVA based  bonus
         awards.

2.2      PARTICIPATING UNIT means a single division that is uniquely  identified
         for the purpose of calculating EVA and EVA based bonus awards.

2.3      CAPITAL  means  the  investments  made  by  shareholders  (measured  by
         Shareholders'  Equity) and lenders (measured by our debt  obligations).
         The total of  invested  Capital  is used to  acquire  all of the assets
         needed  to run our  business  -  Working  Capital  (including  Accounts
         Receivable and Inventory  reduced by Trade Accounts Payable and Accrued
         Liabilities),  Property, Plant, and Equipment, and Goodwill. The amount
         of Capital  used by an  operation  is measured  by the average  monthly
         value of the  specific  assets  acquired by Capital  that are needed to
         support that operation.


                                      - 1 -

<PAGE>


2.4      COST OF CAPITAL or "C" means the  weighted  average of: (i) the cost of
         BORROWED capital,  which is interest, net of tax, and, (ii) the cost of
         EQUITY capital, which is equal to the return that investors expect from
         a similar investment.

         The Cost of Capital is reviewed  annually and revised if it has changed
         significantly. CM's current Cost of Capital is 11%.

2.5      CAPITAL  CHARGE means the Cost of Capital times the value of the assets
         provided  by Capital  actually  employed  by each  Participating  Unit,
         Operating  Group,  or the  Company as a whole.  The  Capital  Charge is
         computed as follows:

                           CAPITAL CHARGE = CAPITAL X COST OF CAPITAL ("C")

2.6      NOPAT  stands for Net  Operating  Profit After Tax and  represents  the
         after-tax  economic   operating  profit  of  the  business.   NOPAT  is
         calculated  by  adjusting  pre-tax  profit  from  an  accounting  to an
         economic basis.

2.7      EVA means  Economic Value  Added as described in Article I,  EVA may be
         positive or negative.


2.8      PARTICIPANT  means an individual that has  been selected to participate
         in the Plan.

2.9      EXCOM means the Executive Committee of Columbus McKinnon Corporation.


                                   ARTICLE III

                DEFINITION AND COMPUTATION OF TARGET BONUS VALUE
                ------------------------------------------------

3.1      ACTUAL  EVA  means  the  EVA  as  calculated  for  the  Company,   each
         Participating Group, and each Participating Unit for the fiscal year.

3.2      TARGET EVA  means the level of  EVA that is  expected in order  for the
         Participating Unit to receive the Target Bonus.

         The Target  EVA for the first  year is set at the  average of the prior
         year actual EVA and Budget EVA + Expected Improvement in EVA. After the
         first  year,  the  Target  EVA is revised  according  to the  following
         formula:

             TARGET EVA = (LAST YEAR ACTUAL EVA + LAST YEAR TARGET EVA) /2 +
                           EXPECTED IMPROVEMENT IN EVA

3.3      EXPECTED  IMPROVEMENT IN EVA means the constant EVA improvement that is
         added  to move the  target  up each  year.  It is  based  upon  overall
         long-term  shareholder  expectation for the total Company growth in EVA
         per year.  The total  Company  expected  improvement  is  allocated  to
         operative groups and units. The amount will be reviewed periodically by
         EXCOM.

3.4      TARGET BONUS means the "Target Bonus Percentage"  times a Participant's
         Total Earnings as defined in Section 3.5

3.5      PARTICIPANT'S TOTAL EARNINGS means the total calendar year earnings for
         a  Participant,  including  40l(k) (or  equivalent)  deferred wages and
         excluding  Company  contributions  to 401(k),  certain non-cash amounts
         included in payroll taxable earnings, EVA and other bonuses, adjustment
         for  the  release  of  restrictions  on  CM  Stock,  reimbursement  for
         relocation  expenses,  Worker's  Compensation  or long-term  disability
         payments and any other exclusion as deemed appropriate by EXCOM.


                                     - 2 -

<PAGE>


3.6      TARGET BONUS PERCENTAGE is determined by a Participant's Classification
         as assigned.

3.7      DECLARED BONUS means the bonus earned by a Participant  and is computed
         as the Actual Bonus Multiple times a Participant's Target Bonus.

3.8      ACTUAL BONUS  MULTIPLE is calculated by taking the  difference  between
         the Actual EVA and the Target EVA divided by the  Leverage  Factor plus
         1.0.

                  Actual Bonus Multiple  =  (ACTUAL EVA - TARGET EVA) + 1
                                            -------------------------
                                                 Leverage Factor

3.9      LEVERAGE  FACTOR is the negative  (positive)  deviation from Target EVA
         necessary before a zero (two times Target) bonus is earned. This factor
         will be reviewed periodically by EXCOM.

3.10     RETIREMENT  is  defined  in  the  terms  of the  Participant's  Monthly
         Retirement Benefit Pension Plan or any succeeding Plan.


3.11     PARTICIPANT'S  CLASSIFICATION  each  Participating  Unit  manager  will
         establish  a  Participant's  classification.  All  classifications  are
         subject to approval by EXCOM.


                                   ARTICLE IV

                             BONUS DISTRIBUTION DATE
                             -----------------------

4.1      Bonus  distributions  for the preceding  fiscal year will be paid on or
         before two and one half months following the close of the fiscal year.


                                    ARTICLE V

                 PLAN PARTICIPATION, TRANSFERS AND TERMINATIONS
                 ----------------------------------------------

5.1      PARTICIPANT:   The EXCOM will have sole  discretion in  determining who
         shall participate in the EVA Incentive Plan.

5.2      VESTING:  A  Participant  who has  earnings  from  working in the prior
         calendar  year and is in the  employ of CM on May 1st of the  following
         year will be eligible for a bonus distribution.  Those Participants who
         have terminated prior to May 1st, either voluntarily or with or without
         cause will NOT be eligible for a bonus distribution. Those Participants
         who have died, retired or are receiving short-term  disability benefits
         as of  May  1st  will  be  eligible  for a  bonus  distribution.  Those
         Participants  who  are  earning  Workers'   Compensation   benefits  or
         long-term disability benefits or are on an approved leave of absence or
         laid-off  and subject to recall as of May 1st,  will be eligible  for a
         bonus  distribution  IF,  they  return to work  within two years of the
         commencement  of  their  Workers'  Compensation   benefits,   long-term
         disability  benefits or their approved leave or layoff, as the case may
         be. Such bonus would be payable upon their return to work.

5.3      TRANSFERS:   A  Participant  who  transfers  his  employment  from  one
         Participating  Unit to  another  or  transfers  from  one job  title to
         another  with a  different  classification  will be eligible to receive
         future EVA Plan awards in  accordance  with the  provisions  of the EVA
         Incentive  Plan.  The  effective  date of the transfer for EVA purposes
         will be the first day of the following calendar year.


                                     - 3 -

<PAGE>

5.4      NO   GUARANTEE:   Selection  as  a  Participant   or  a   Participant's
         classification  is no guarantee  that  payments  under the Plan will be
         paid  or  that   selection  as  a   Participant   or  a   Participant's
         classification will be made in any subsequent fiscal year.


                                   ARTICLE VI

                               GENERAL PROVISIONS
                               ------------------

6.1      WITHHOLDING   OF  TAXES:   The   Company   shall  have  the  right  and
         responsibility   to  withhold  the  amount  of  taxes  which,   in  the
         determination  of the Company,  are required  under law with respect to
         any amount due or paid under the Plan.

6.2      EXPENSES:  All expenses and costs in connection  with the  adoption and
         administration of the Plan shall be borne by the Company.

6.3      NO PRIOR RIGHT OR OFFER:  Except and until expressly  granted  pursuant
         to the Plan,  nothing in the Plan shall be deemed to give any associate
         any  contractual  or other right to  participate in the benefits of the
         Plan.

6.4      CLAIMS FOR BENEFITS:  In the event a Participant (a "Claimant") desires
         to make a claim with respect to this EVA Plan provided  hereunder,  the
         Claimant  shall  submit  evidence  satisfactory  to the  EXCOM of facts
         establishing  his  entitlement  to a payment under the Plan.  Any claim
         with  respect to any of the benefits  provided  under the Plan shall be
         made in writing within ninety (90) days of the event which the Claimant
         asserts entitles him to benefits. Failure by the Claimant to submit his
         claim within such ninety (90) day period  shall bar the  Claimant  from
         any claim for benefits under the Plan.

         In the event that a claim,  which is made by a  Claimant,  is wholly or
         partially  denied,  the  Claimant  will  receive  from  EXCOM a written
         explanation  of the reason for denial.  The  Claimant  or his/her  duly
         authorized  representative  may appeal the denial of the claim to EXCOM
         at any time within  ninety (90) days after the receipt by the  Claimant
         of written notice from EXCOM of the denial of the claim.  In connection
         therewith,  the Claimant or his/her duly authorized  representative may
         request a review of the denied claim; may review  pertinent  documents;
         and may submit  issues and  comments  in  writing.  EXCOM  shall make a
         decision  with respect to an appeal no later than sixty (60) days after
         receipt of a request for review.  EXCOM shall furnish the Claimant with
         a decision on review in writing, including the specific reasons for the
         decision.  The  decision  shall be written in a manner  designed  to be
         understood  by the  Claimant,  as well  as  specific  reference  to the
         pertinent  provisions of the Plan upon which the decision is based.  In
         reaching  its  decision,   EXCOM  shall  have  complete   discretionary
         authority to determine all questions arising in the  interpretation and
         administration  of the  Plan and to  construe  the  terms of the  Plan,
         including  any  doubtful or  disputed  terms and the  eligibility  of a
         Participant for benefits.

6.5      ACTION TAKEN IN GOOD FAITH: INDEMNIFICATION EXCOM may employ attorneys,
         consultants,  accountants or other persons and the Company's  directors
         and  officers  shall be entitled  to rely upon the advice,  opinions or
         valuations   of  any  such   persons.   All   actions   taken  and  all
         interpretations and determinations made by EXCOM in good faith shall be
         final  and  binding  upon  all  associates  who have  received  awards,
         Claimants,  the Company and all other interested  parties. No member of
         EXCOM, nor any officer,  director,  associate or  representative of the
         Company, or any of its affiliates acting on behalf of or in conjunction
         with EXCOM,  shall be personally liable for any action,  determination,
         or  interpretation,  whether of commission  or omission,  taken or made
         with respect to the Plan, except in indemnification as they may have as
         members of the Company's Board of Directors,  as members of EXCOM or as
         officers or  associates  of the  Company.  All members of EXCOM and any
         officer,  associate  or  representative  of the  Company  or any of its

                                     - 4 -

<PAGE>

         subsidiaries  acting on their  behalf  shall be fully  indemnified  and
         protected by the Company with respect to any such action, determination
         or interpretation against the reasonable expenses,  including attorneys
         fees  actually  and  necessarily  incurred in the  connection  with the
         defense of any civil or  criminal  action,  suit or  proceeding,  or in
         connection with any appeal therein, to which they or any of them may be
         a party by reason of any  action  taken or  failure  to act under or in
         connection  with the Plan or an award granted  thereunder,  and against
         all  amounts  paid  by  them  in  settlement   thereof  (provided  such
         settlement is approved by  independent  legal  counsel  selected by the
         Company) or paid by them in  satisfaction  of a judgment in any action,
         suit or proceeding,  except in relation to matters as to which it shall
         be  adjudged  in such  action,  suit or  proceeding,  that such  person
         claiming  indemnification  shall  in  writing  offer  the  Company  the
         opportunity,  at its own  expense,  to  handle  and  defend  the  same.
         Expenses  (including  attorneys  fees) incurred in defending a civil or
         criminal  action,  suit or  proceeding  shall by paid by the Company in
         advance of the final disposition of such action,  suit or proceeding if
         such person claiming  indemnification  is entitled to be indemnified as
         provided in this Section.

6.6      RIGHTS PERSONAL TO ASSOCIATE: Any rights provided to an associate under
         the Plan shall be personal to such associate, shall not be transferable
         (except by will or  pursuant  to the laws of descent or  distribution),
         and  shall  be  exercisable,  during  his/her  lifetime,  only  by such
         associate.

6.7      NON-ALLOCATION  OF AWARD:  In the event of a suspension  of the Plan in
         any Plan Year,  the current  bonus for the  subject  Plan year shall be
         deemed   forfeited  and  no  portion  thereof  shall  be  allocated  to
         Participants.  Any such forfeiture  shall not affect the calculation of
         EVA or bonus award allocation in any subsequent year.


                                   ARTICLE VII

                                   LIMITATIONS
                                   -----------

7.1      NO CONTINUED EMPLOYMENT: Neither the establishment of the Plan, nor the
         grant of an award  hereunder,  nor  anything  contained  herein,  shall
         provide any associate  with any right to continued  employment or shall
         be deemed to  constitute  an express or implied  contract of employment
         for any period of time or in any way  abridge the rights of the Company
         and its  Participating  Units to determine the terms and  conditions of
         employment or whether to terminate the employment of any associate with
         or without cause at any time.

7.2      NO PART OF OTHER BENEFITS: The benefits provided in this Plan shall not
         be deemed a part of any other  benefit  provided  by the Company to its
         associates.  The Company  assumes no  obligation  to Plan  Participants
         except as specified herein.  This is a complete  statement,  along with
         the exhibits attached hereto, of the terms and conditions of the Plan.

7.3      OTHER  PLANS: Nothing contained herein shall limit the Company's or the
         Board of  Directors'  power  to  grant  bonuses  to  associates  of the
         Company, whether or not Participants in this Plan.

7.4      UNFUNDED PLAN:  This Plan is unfunded and is  maintained by the Company
         in part to provide an incentive for  associates.  Nothing  herein shall
         create or be  construed  to create a trust of any kind,  or a fiduciary
         relationship between the Company and any Participant.


                                     - 5 -

<PAGE>


                                  ARTICLE VIII

                                    AUTHORITY
                                    ---------

8.1      EXCOM AUTHORITY:  Except as otherwise  expressly provided herein,  full
         power and  authority to  interpret  and  administer  this Plan shall be
         vested in EXCOM.  EXCOM may, from time to time, make such decisions and
         adopt such rules and regulations for implementing the Plan, as it deems
         appropriate for any  Participant  under the Plan. Any decision taken by
         EXCOM  arising  out  of  or  in  connection   with  the   construction,
         administration,  interpretation  and effect of the Plan shall be final,
         conclusive and binding upon all  Participants  and any person  claiming
         under or through them.

8.2      BOARD OF DIRECTORS AUTHORITY: The Board has the ultimate responsibility
         for  administration  of the Plan.  References  made  herein to  "EXCOM"
         indicate that the Board of Directors  approved  EXCOM to administer the
         Plan.  In the  event  EXCOM  is  not so  designated,  the  Board  shall
         administer the Plan directly. The Board or EXCOM, as appropriate, shall
         work with the CEO of the Company in all  aspects of the  administration
         of the Plan.


                                   ARTICLE IX

                                     NOTICE
                                     ------

9.1      Any notice to be given  pursuant to the provisions of the Plan shall be
         in writing and directed to the appropriate recipient thereof at his/her
         business address or office location.


                                    ARTICLE X

                                 EFFECTIVE DATE
                                 --------------

10.1     This Plan shall be effective July 1, 1998, and will be administered  on
         a fiscal year basis, consistent with the Company's March 31st year end.


                                   ARTICLE XI

                                   AMENDMENTS
                                   ----------

11.1     This Plan may be amended,  suspended or  terminated  at any time at the
         sole discretion of the Board of Directors.  Provided,  however, that no
         such change in the Plan shall be effective to eliminate or diminish any
         award that has been allocated to the Bank of a Participant prior to the
         date of such amendment,  suspension or termination.  Notice of any such
         amendment,  suspension or  termination  shall be given promptly to each
         Participant.


                                      - 6-

<PAGE>

                                   ARTICLE XII

                                 APPLICABLE LAW
                                 --------------

12.1     This Plan shall be construed in  accordance  with the State of New York
         law and any dispute will be adjudicated in the State of New York.


















         PLAN REVISED AS OF JANUARY 2000 WITH  REVISIONS TO BE EFFECTIVE FOR THE
         PLAN YEAR BEGINNING APRIL 1, 2000.

































                                     - 7 -

<PAGE>

                              EVA(R) INCENTIVE PLAN

                      ADDENDUM FOR MANAGEMENT PARTICIPANTS


                           DESCRIPTION OF BONUS BANKS
                           --------------------------

1.1      ESTABLISHMENT  OF A BONUS BANK: To encourage a long-term  commitment by
         Participants to the Company, a portion of the declared bonuses shall be
         credited to "at risk" deferred  accounts ("Bonus Banks") with the level
         of   distribution   contingent  on  sustained  high   performance   and
         improvements and continued employment as provided herein.

1.2      NEGATIVE BONUS BANK: Although a Bonus Bank may, as a result of negative
         EVA,  have a deficit,  no Plan  Participant  shall be required,  at any
         time, to reimburse his/her Bonus Bank.

1.3      BONUS BANK  means,  with  respect to each  Participant,  a  bookkeeping
         record of an account to which amounts are  credited,  or debited as the
         case may be,  from  time to time  under the Plan and from  which  bonus
         payments to such Participant are debited.

1.4      BANK BALANCE  means with  respect to each  Participant,  a  bookkeeping
         record  of the net  balance  of the  amounts  credited  to and  debited
         against such  Participant's  Bonus Bank. A  Participant's  Bank Balance
         shall initially be equal to zero.

1.5      DISTRIBUTION  RULE: The Plan  Administrator will add the Declared Bonus
         (including  negative  bonuses) to the Bonus Bank, pay out the lesser of
         Target  Bonus or Bank  Balance + 1/3 of the  remaining  Bonus  Bank and
         carry the remaining Bank Balance  (positive or negative) forward to the
         next year.

1.6      PARTICIPANT:  A  Bonus  Bank  Participant  is  defined  as a management
         associate at a classification level established by EXCOM.


                 PLAN PARTICIPATION, TRANSFERS AND TERMINATIONS
                 ----------------------------------------------

2.1      TRANSFERS:  A Participant  who transfers  his/her  employment  from one
         Participating  Unit of the  Company to another  shall  retain his Bonus
         Bank and  will be  eligible  to  receive  future  EVA  Plan  awards  in
         accordance with the provisions of the EVA Incentive Plan.

2.2      RETIREMENT OR DISABILITY:  A Participant who terminates employment with
         the Company by virtue of retirement or suffers a  "disability"  as such
         term is defined in the Company's long-term disability benefits program,
         while in the Company's  employ shall be eligible to receive the balance
         of his/her Bonus Bank. The Participant  will receive his/her balance as
         soon as practical after  retirement or qualifying for benefit  payments
         under the Company's long-term disability benefits program.

2.3      INVOLUNTARY  TERMINATION  WITHOUT CAUSE OR DEATH:  A participant who is
         terminated  without cause or who dies shall receive any positive  Bonus
         Bank balance. Such payments will be made as soon as is practical.

2.4      VOLUNTARY  TERMINATION:  In the event  that a  Participant  voluntarily
         terminates  employment  with the  Company,  he/she shall be eligible to
         receive  the balance of his/her  Bonus Bank  subject to a five (5) year
         vesting period in the EVA Incentive Plan.


                                     - 8 -


<PAGE>

2.5      INVOLUNTARY  TERMINATION FOR CAUSE:   In  the  event of  termination of
         employment  for cause,  the right of the  Participant to the Bonus Bank
         shall be forfeited.

         "CAUSE" Shall Mean:

         (i)      any act or acts of the Participant constituting a felony under
                  the laws of the United States of America, or any state thereof
                  or any jurisdiction;
         (ii)     any  material  breach  by the  Participant  of any  employment
                  agreement  with the Company or the  policies of the Company or
                  the  willful  and  persistent  (after  written  notice  to the
                  Participant)  failure or refusal of the  Participant to comply
                  with any lawful directives of the Board;
         (iii)    a  course  of  conduct  amounting  to gross  neglect,  willful
                  misconduct or dishonesty; or
         (iv)     any  misappropriation  of material  property of the Company by
                  the  Participant  or any  misappropriation  of a corporate  or
                  business opportunity of the Company by the Participant.

2.6      BREACH OF AGREEMENT: Notwithstanding any other provision of the Plan or
         any other agreement,  in the event that a Participant  shall breach any
         non-competition  agreement  with the  Company or breach any  agreement,
         with respect to the  post-employment  conduct of such Participant,  the
         Bonus Bank held for such Participant shall be forfeited.


                               GENERAL PROVISIONS
                               ------------------

3.1      TERMINATION OF THE PLAN: Upon termination of the Plan or suspension for
         a period  of more than  ninety  (90)  days,  the Bank  Balance  of each
         Participant shall be distributed as soon as practicable but in no event
         later  than  ninety  (90)  days  from  such  event.  EXCOM,  in it sole
         discretion,  may accelerate  distribution of the Bank Balance, in whole
         or in part, at any time without penalty.

3.2      NO VESTED RIGHTS:  Except as otherwise provided herein, no associate or
         other  person  shall  have any  claim of right  (legal,  equitable,  or
         otherwise)  to any award,  allocation,  or  distribution  or any right,
         title,  or vested  interest in any amounts in his/her Bonus Bank and no
         officer or associate of the Company or any Participating  Unit or Group
         or any other person shall have any authority to make representations or
         agreements  to  the  contrary.   No  interest  conferred  herein  to  a
         Participant  shall be  assigned  or subject  to claim by  Participant's
         creditors.  The right of the  Participant  to  receive  a  distribution
         thereunder  shall be an unsecured  claim against the general  assets of
         the Company and the Participant  shall have no rights in or against any
         specific  assets  of  the  Company  as  the  result  of   Participation
         hereunder.




         ADDENDUM  REVISED AS OF JANUARY 2000 WITH REVISIONS TO BE EFFECTIVE FOR
         THE PLAN YEAR BEGINNING APRIL 1, 2000.




                                                                (TOTAL 10 PAGES)



                                     - 9 -

<PAGE>
<TABLE>
<CAPTION>

                                COLUMBUS McKINNON
                            EVA(R) BONUS ELIGIBILITY
                             Effective April 1, 2000



     Associates'
      Plan Year
Work Requirements in                   Associates'
        Bonus                      Status on May 1st. of                Eligibility             Date
    Calendar Year                 Following Calendar Year                for Bonus             Payable                   Calculation
---------------------------       -----------------------               -----------            -------                   -----------
<S>                               <C>                                   <C>                    <C>                       <C>

Worked Full or Partial Year        Died                                  YES                   6/16 of Plan Year          Pro Rata



Worked Full or Partial Year        Long Term Disability                  YES, if return        Earlier of 6/16 or
                                                                         to work within        return to work date
                                                                         two years.            if after June 16th.        Pro Rata


Worked Full or Partial Year        Earning Short Term                                          6/16 of
                                   Disability Benefits                   YES                   Plan Year                  Pro Rata



Worked Full or Partial Year        Earning Worker's                      YES, if return        Earlier of 6/16 or
                                   Compensation Benefits                 to work within        return to work date
                                                                         two years.            if after June 16th.        Pro Rata


Worked Full or Partial Year        On FMLA or Other Approved             YES, if return        Earlier of 6/16 or
                                   Leave of Absence                      to work within        return to work date
                                                                         two years.            if after June 16th.        Pro Rata


Worked Full or Partial Year        Laid off and Subject to Recall        YES, if return        Earlier of 6/16 or
                                                                         to work within        return to work date
                                                                         two years.            if after June 16th.        Pro Rata


Worked Full or Partial Year        Terminated prior to May 1st           NO
                                   either voluntarily or with or                               ----------
                                   without cause.

Worked Full or Partial Year        Retired                               YES                   6/16 of Plan Year          Pro Rata


</TABLE>