PRIVILEGED AND CONFIDENTIAL


                                                                          [Date]




[Executive]
[Position]
Columbus McKinnon Corporation
140 John James Audubon Parkway
Amherst, New York  l4228-1197

Dear [Executive]:

                  Columbus  McKinnon  Corporation  (the "Company")  considers it
essential to the best  interests of its  stockholders  to foster the  continuous
employment  of key  management  personnel.  In this  connection,  the  Board  of
Directors of the Company (the "Board") recognizes that, as is the case with many
publicly  held  corporations,  the  possibility  of a change in  control  of the
Company may exist and that such  possibility,  and the uncertainty and questions
which it may raise among management,  may result in the departure or distraction
of management personnel to the detriment of the Company and its stockholders.

                  The Board has  determined  that  appropriate  steps  should be
taken to reinforce  and encourage  the  continued  attention  and  dedication of
members of the Company's  management,  including you, to their  assigned  duties
without distraction in the face of potentially disturbing  circumstances arising
from the possibility of a change in control of the Company.

                  In order to induce you to remain in the employ of the  Company
in your current  executive  position,  the Company agrees that you shall receive
the severance  benefits set forth in this letter agreement (the  "Agreement") in
the event your employment in your current executive position with the Company is
terminated  under the  circumstances  described below subsequent to a "change in
control of the Company" (as defined in Section 2).




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                  1. TERM OF AGREEMENT. This agreement shall commence on [Date],
and shall continue in effect through [Date]; provided,  however, that commencing
on  [Date],  and  each  [Day]  thereafter,  the  term  of this  Agreement  shall
automatically  be extended for one additional year unless,  not later than [Day]
of such year,  the  Company  shall have  given  notice  that it does not wish to
extend this  Agreement  (provided  that no such  notice may be given  during the
pendency of a potential change in control of the Company,  as defined in Section
2);  and  provided,  further,  that if a change in control  of the  Company,  as
defined in Section 2, shall have  occurred  during the original or extended term
of this  Agreement,  this Agreement shall continue in effect for a period of not
less than  thirty-six  (36)  months  beyond  the month in which  such  change in
control occurred.  Notwithstanding anything provided herein to the contrary, the
term of this Agreement shall not extend beyond the end of the month in which you
attain "normal  retirement  age" under the  provisions of the Columbus  McKinnon
Corporation  Monthly Retirement  Benefit Plan (or any amendment,  restatement or
successor thereto) or any other tax-qualified  retirement plan of the Company or
any of its  subsidiaries  in which you are  participating  (any such plan  being
referred to herein as the "Company Pension Plan").


                  2.       CHANGE IN CONTROL, POTENTIAL CHANGE IN CONTROL.

         (i) No benefits shall be payable hereunder unless there shall have been
a change in control of the  Company,  as set forth  below.  For purposes of this
Agreement, a "change in control of the Company" shall be deemed to have occurred
if

                  (a) any  "Person," as such term is used in Sections  13(d) and
14(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
(other than the Company, any trustee or other fiduciary holding securities under
an employee  benefit  plan of the  Company,  or any Company  owned,  directly or
indirectly,  by the  stockholders  of the  Company  in  substantially  the  same
proportions  as their  ownership  of stock of the  Company),  is or becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly,  of securities of the Company  representing 20% or more of either
(i) the then  outstanding  shares of  common  stock of the  Company  or (ii) the
combined voting power of the Company's then outstanding voting securities;

                  (b) during any period of two consecutive  years (not including
any period prior to the  execution of this  Agreement),  individuals  who at the
beginning of such period  constitute the Board, and any new director (other than
a director  designated  by a person who has entered into an  agreement  with the
Company to effect a transaction described in clause (a), (c), (d) or (e) of this
Section) whose election by the Board or nomination for election by the Company's
stockholders  was  approved  by a  vote  of at  least  two-thirds  (2/3)  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof;



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                  (c)  the   consummation   of  a   reorganization,   merger  or
consolidation  of  the  Company  with  any  other  company,  other  than  (1)  a
reorganization,  merger  or  consolidation  which  would  result  in the  voting
securities of the Company  outstanding  immediately prior thereto  continuing to
represent  (either by remaining  outstanding  or by being  converted into voting
securities of the surviving  entity) more than 50% of the combined  voting power
of the voting  securities of the Company or such  surviving  entity  outstanding
immediately  after  such  reorganization,  merger  or  consolidation  or  (2)  a
reorganization, merger or consolidation effected to implement a recapitalization
of the Company (or similar  transaction)  in which no "person"  (as herein above
defined) beneficially owns, directly or indirectly,  20% or more of the combined
voting power of the Company's then outstanding voting securities;

                  (d) any Person or Persons acquire all or substantially  all of
the  assets  of the  Company,  whether  in a single  transaction  or  series  of
transactions; or

                  (e)  the  stockholders  of  the  Company  approve  a  plan  of
dissolution or complete  liquidation of the Company or an agreement for the sale
or  disposition  by the  Company of all or  substantially  all of the  Company's
assets.

         (ii) For purposes of this Agreement,  a "potential change in control of
the Company" shall be deemed to have occurred if:

                  (a) the Company enters in an agreement,  the  consummation  of
which would result in the occurrence of a change in control of the Company;

                  (b) any person (including the Company)  publicly  announces an
intention  to take or to consider  taking  actions  which if  consummated  would
constitute a change in control of the Company;

                  (c) any  person  (other  than a  trustee  or  other  fiduciary
holding  securities  under an employee  benefit plan of the Company or a company
owned,   directly  or  indirectly,   by  the  stockholders  of  the  Company  in
substantially  the same  proportions as their ownership of stock of the Company,
or a person who is then  currently  properly  eligible to file and has  properly
filed a Schedule 13G (or any successor  filing) pursuant to the Exchange Act and
the  rules  and  regulations  thereunder,  indicating  beneficial  ownership  of
securities of the Company and stating that the  securities  were acquired in the
ordinary  course of business and were not acquired with the purpose nor with the
effect of changing or  influencing  the control of the  Company,  for so long as
such  statement  is true and correct)  who is or becomes the  beneficial  owner,
directly or indirectly,  of securities of the Company  representing 9.5% or more
of the combined voting power of the Company's then  outstanding  securities and,
without the written consent of the Company,  increases  within a one-year period
his beneficial ownership of such securities by 3 percentage points or more; or



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                  (d) the Board  adopts a  resolution  to the effect  that,  for
purposes of this  Agreement,  a  potential  change in control of the Company has
occurred.


                  3.       TERMINATION FOLLOWING CHANGE IN CONTROL.

         (i) GENERAL. If any of the events described in Section 2 constituting a
change in control of the Company shall have  occurred,  you shall be entitled to
the benefits  provided in Section  4(iii) upon  termination  of your  employment
within  thirty-six (36) months following such a change in control of the Company
unless such  termination is (a) because of your death or Disability,  (b) by the
Company for Cause,  or (c) by you other than for Good Reason.  In the event your
employment  with the Company is  terminated  for any reason and  subsequently  a
change in control of the Company should have occurred, you shall not be entitled
to any benefits hereunder.

         (ii) DISABILITY.  If, as a result of your incapacity due to physical or
mental  illness,  you shall have been absent from the full-time  performance  of
your duties with the Company for six (6) consecutive  months,  and within thirty
(30)  days  after  written  notice  of  termination  is given you shall not have
returned to the full-time  performance  of your duties,  your  employment may be
terminated for "Disability."

         (iii) CAUSE.  Termination by the Company of your employment for "Cause"
shall mean  termination (a) upon the commission by you of a willful serious act,
such as embezzlement, against the Company which is intended to enrich you at the
expense  of the  Company or upon your  conviction  of a felony  involving  moral
turpitude  or (b) in the event of  willful,  gross  neglect  or  willful,  gross
misconduct  resulting  in  either  case in  material  harm to the  Company.  For
purposes  of this  Subsection,  no act, or failure to act, on your part shall be
deemed  "willful"  unless done,  or omitted to be done, by you not in good faith
and without  reasonable  belief  that your  action or  omission  was in the best
interest of the Company.

         (iv) GOOD REASON.  You shall be entitled to terminate  your  employment
for Good  Reason.  For purposes of this  Agreement,  "Good  Reason"  shall mean,
without your express written  consent,  the occurrence after a change in control
of the Company of any of the following  circumstances  unless such circumstances
are fully  corrected  prior to the Date of  Termination  (as  defined in Section
3(vi)) specified in the Notice of Termination (as defined in Section 3(v)) given
in respect thereof:

                  (a) a  reduction  by the Company in your annual base salary as
in effect on the date hereof or as the same may be increased from time to time;



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                  (b) the  Company's  requiring  you to be  based  at a  Company
office  more  than  50  miles  from  the  Company's  offices  at  which  you are
principally  employed  immediately  prior to the date of the  change in  control
except for required travel on the Company's business to an extent  substantially
consistent with your present business travel obligations;

                  (c) the  failure by the  Company to pay to you any  portion of
your current compensation within seven (7) days of the date such compensation is
due or any portion of your compensation under any deferred  compensation program
of the Company within thirty (30) days of the date such compensation is due;

                  (d) any purported  termination of your  employment that is not
effected  pursuant to a Notice of  Termination  satisfying the  requirements  of
Subsection (v) hereof (and, if applicable,  the requirements of Subsection (iii)
hereof), which purported termination shall not be effective for purposes of this
Agreement; or

                  (e) the  assignment  to you of any duties or  responsibilities
that are inconsistent  with your position,  duties,  responsibilities  or status
immediately preceding such change in control, or any other action by the Company
which  results in a diminution in such  position,  duties,  responsibilities  or
status.

                  Your  right to  terminate  your  employment  pursuant  to this
Subsection  shall not be affected by your  incapacity  due to physical or mental
illness.  Your continued employment shall not constitute consent to, or a waiver
of rights with respect to, any circumstance constituting Good Reason hereunder.

         (v) NOTICE OF TERMINATION. Any purported termination of your employment
by the Company or by you shall be  communicated by written Notice of Termination
to the other party hereto in accordance  with Section 6. "Notice of Termination"
shall mean a notice that shall  indicate the specific  termination  provision in
this  Agreement  relied upon and shall set forth in reasonable  detail the facts
and circumstances  claimed to provide a basis for termination of your employment
under the provision so indicated.



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         (vi) DATE OF TERMINATION,  ETC. "Date of Termination" shall mean (a) if
your employment is terminated for  Disability,  thirty (30) days after Notice of
Termination is given (provided that you shall not have returned to the full-time
performance  of  your  duties  during  such  30-day  period),  and  (b) if  your
employment is terminated  pursuant to Subsection (iii) or (iv) hereof or for any
other  reason  (other  than  Disability),  the date  specified  in the Notice of
Termination  (which,  in the case of a  termination  for Cause shall not be less
than thirty (30) days from the date such Notice of Termination is given,  and in
the case of a termination for Good Reason shall not be less than thirty (30) nor
more than sixty (60) days from the date such  Notice of  Termination  is given);
provided,  however,  that if  within  fifteen  (15)  days  after  any  Notice of
Termination is given,  or, if the Notice of  Termination is not properly  given,
prior to the Date of Termination  (as determined  without regard to an extension
of such Date of Termination as described in this proviso),  the party  receiving
such  Notice of  Termination  notifies  the other  party  that a dispute  exists
concerning the  termination,  then the Date of Termination  shall be the date on
which the dispute is finally  determined,  either by mutual written agreement of
the parties or by a binding arbitration award; and provided,  further,  that the
Date of Termination shall be extended by a notice of dispute only if such notice
is given in good faith and the party giving such notice  pursues the  resolution
of such dispute with reasonable  diligence.  During the pendency of any dispute,
(i) the Company will continue to pay you your full  compensation  in effect when
the notice giving rise to the dispute was given (including,  but not limited to,
base salary) and continue you as a participant in all compensation,  benefit and
insurance plans in which you were  participating  when the notice giving rise to
the dispute was given,  until the dispute is finally resolved in accordance with
this Subsection and (ii) you will have no obligation to perform any duties as an
employee  of the  Company  on or after the Date of  Termination  (as  determined
without  regard to an extension of such Date of  Termination as described in the
preceding  sentence).  Amounts paid under this Subsection are in addition to all
other  amounts  due under  this  Agreement,  and shall not be offset  against or
reduce any other  amounts due under this  Agreement  and shall not be reduced by
any compensation earned by you as the result of employment by another employer.


                  4.  COMPENSATION   UPON  TERMINATION  OR  DURING   DISABILITY.
Following  a change in  control of the  Company,  you shall be  entitled  to the
following  benefits during a period of disability,  or upon  termination of your
employment  as the case may be,  provided  that  such  period of  disability  or
termination occurs during the term of this Agreement:

         (i) During any period that you fail to perform  your  full-time  duties
with the Company as a result of  incapacity  due to physical or mental  illness,
you shall  continue  to  receive  your base  salary at the rate in effect at the
commencement of any such period,  together with all compensation  payable to you
under the Company's disability plan or program or other similar plan during such
period,  until this  Agreement is  terminated  pursuant to Section 3(ii) hereof.
Thereafter,  or in the event your  employment  shall be  terminated by reason of
your death,  your benefits shall be determined  under the Company's  retirement,
insurance and other compensation  programs then in effect in accordance with the
terms of such programs.



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         (ii) If your employment shall be terminated by the Company for Cause or
by you other  than for Good  Reason,  the  Company  shall pay you your full base
salary  through the Date of Termination at the rate in effect at the time Notice
of Termination is given,  plus all other amounts to which you are entitled under
any compensation  plan of the Company at the time such payments are due, and the
Company shall have no further obligations to you under this Agreement.

         (iii) If your  employment  by the Company  should be  terminated by the
Company  other  than for Cause or  Disability  or if you should  terminate  your
employment  for Good  Reason,  you shall be  entitled to the  benefits  provided
below:

                  (a) the Company shall pay to you your full base salary through
the Date of  Termination at the rate in effect at the time Notice of Termination
is  given,  plus  all  other  amounts  to  which  you  are  entitled  under  any
compensation plan of the Company, at the time such payments are due;

                  (b) in lieu of any further salary  payments to you for periods
subsequent to the Date of Termination, the Company shall pay as severance pay to
you, at the time  specified in  Subsection  (iv), a lump sum  severance  payment
(together with the payments  provided in paragraphs (c), (d), (e) and (f) below,
the  "Severance  Payments")  equal to THREE (3) TIMES  the sum  (such  sum,  the
"Compensation  Level") of (x) the  greater of your annual rate of base salary in
effect on the Date of Termination  and your annual rate of base salary in effect
immediately prior to such change in control of the Company, plus (y) the greater
of (a) the annual  target bonus  (annualized  in the case of any bonus paid with
respect to a partial year) under the Company's  then current  Management  EVA(R)
Incentive  Compensation  Plan or any then current similar plan (the  "Management
Incentive  Plan") in effect on the Date of  Termination or (b) the annual target
bonus  (annualized in the case of any bonus paid with respect to a partial year)
under the Management  Incentive Plan in effect  immediately prior to such change
in control;

                  (c) the Company shall pay to you all reasonable legal fees and
expenses  incurred by you as a result of such  termination,  including  all such
fees and  expenses,  if any, as incurred in  contesting  or  disputing  any such
termination or in seeking to obtain or enforce any right or benefit  provided by
this Agreement;  provided that you shall repay such amounts to the Company if it
is finally determined by a court of competent  jurisdiction that such contest or
dispute was brought by you frivolously and in bad faith;

                  (d)  for  a  period  of  thirty-six  (36)  months  after  such
termination,  the Company  shall (i)  arrange to provide  you with all  benefits
under the Company's medical, prescription,  dental, employee life and group life
plans and  programs,  which are  substantially  similar to those  which you were
receiving  immediately  prior to the change in control or (ii) reimburse you for
your out-of-pocket costs for providing yourself with any medical,  prescription,
dental,  employee life and group life plans and programs which are substantially
similar to those  which you were  receiving  immediately  prior to the change in
control;



<PAGE>


                  (e) at your  option,  you may either  elect in writing  (i) to
continue  to  participate  in the  Company  Pension  Plan (and be deemed to have
continued  to be employed  by the  Company for a period of three (3)  additional
years and deemed to have  accumulated  three (3)  additional  calendar  years of
compensation  (for  purposes of  determining  your  pension  benefits  under the
Company Pension Plan), in an amount equal to the  Compensation  Level determined
under Section 4(iii)(b)  hereof),  in which case you would be fully vested under
the Company  Pension Plan as of the Date of  Termination,  but in no event shall
you be deemed to have  continued to be employed by the Company after your normal
retirement age, or (ii) to receive from the Company a lump sum payment, in cash,
equal to the actuarial  equivalent of the  retirement  pension  (determined as a
straight  life annuity  commencing at age 65) which you would have accrued under
the terms of the Company Pension Plan (without regard to the limitations imposed
by section  401(a)(17)  of the Internal  Revenue  Code of 1986,  as amended (the
"Code"),  or any amendment to the Plan made subsequent to a change in control of
the  Company  and on or  prior  to the  Date  of  Termination,  which  amendment
adversely  affects  in  any  manner  the  computation  of  retirement   benefits
thereunder), determined as if you were fully vested thereunder and had continued
to be  employed  by the Company  (after the Date of  Termination)  for three (3)
additional  years and as if you had  accumulated  three (3) additional  calendar
years of  compensation  (for  purposes  of  determining  your  pension  benefits
thereunder),  each in an amount equal to the Compensation Level determined under
Section 4(iii)(b) hereof,  but in no event shall you be deemed to have continued
to be employed by the Company after your normal  retirement age. For purposes of
this  Subsection,  "actuarial  equivalent"  shall be  determined  using the same
methods and  assumptions  utilized  under the Company  Pension Plan  immediately
prior to the change in control of the Company;

                  (f) the Company  shall  provide to you  outplacement  services
with an  outplacement  firm selected by you for a period of up to six months and
for an amount not to exceed $25,000; and

                  (g) notwithstanding  anything to the contrary contained in any
stock option  agreement,  you shall be fully vested as of the date of the change
in control in any and all stock  options held by you  immediately  prior to such
change in control; and



<PAGE>


         (iv) The payments  provided for in  Subsection  (iii) shall be made not
later than the fifth day following the Date of Termination;  provided,  however,
that if the amounts of such payments  cannot be finally  determined on or before
such day, the Company shall pay to you on such day an estimate, as determined in
good faith by the Company,  of the minimum amount of such payments and shall pay
the remainder of such payments  (together  with interest at the rate provided in
section  1274(b)(2)(B)  of the  Code)  as  soon  as the  amount  thereof  can be
determined  but in no event  later  than the  thirtieth  day  after  the Date of
Termination.  In the event that the amount of the estimated payments exceeds the
amount subsequently  determined to have been due, such excess shall constitute a
loan by the Company to you payable on the fifth day after demand therefor by the
Company (together with interest at the rate provided in section 1274(b)(2)(B) of
the Code).

         (v) You shall not be  required  to  mitigate  the amount of any payment
provided for in this Section 4 by seeking other  employment  or  otherwise,  nor
shall the amount of any  payment or benefit  provided  for in this  Section 4 be
reduced by any compensation earned by you as the result of employment by another
employer,  by retirement  benefits,  by offset  against any amount claimed to be
owed by you to the Company, or otherwise.

         (vi)  Notwithstanding  any provision of this Agreement to the contrary,
the  aggregate  present  value of all  "payments in the nature of  compensation"
(within the meaning of Section 28OG of the Code)  provided to you in  connection
with a change in control of the Company or the  termination  of your  employment
shall be one dollar less than the amount that is fully deductible by the Company
under  Section  28OG of the Code and,  to the  extent  necessary,  payments  and
benefits under this Agreement shall be reduced in order that this limitation not
be exceeded.  It is the intention of this  Subsection (vi) to avoid excise taxes
on you under Section 4999 of the Code or the  disallowance of a deduction to the
Company pursuant to Section 28OG of the Code.


                  5.       SUCCESSORS, BINDING AGREEMENT.

         (i) The Company will require any successor (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
the  business  and/or  assets of the  Company to  expressly  assume and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company would be required to perform it if no such  succession  had taken place.
Failure of the  Company to obtain such  assumption  and  agreement  prior to the
effectiveness  of any such  succession  shall be a breach of this  Agreement and
shall entitle you to compensation from the Company in the same amount and on the
same  terms to which you  would be  entitled  hereunder  if you  terminate  your
employment for Good Reason following a change in control of the Company,  except
that for  purposes of  implementing  the  foregoing,  the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.



<PAGE>


         (ii) This Agreement shall inure to the benefit of and be enforceable by
you and your  personal  or  legal  representatives,  executors,  administrators,
successors, heirs, distributees,  devisees and legatees. If you should die while
any amount would still be payable to you  hereunder  had you  continued to live,
all such amounts,  unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee,  legatee or other designee or,
if there is no such designee, to your estate.

         (iii) The Company expressly acknowledges and agrees that you shall have
a  contractual  right  to the  benefits  provided  hereunder,  and  the  Company
expressly waives any ability,  if possible,  to deny liability for any breach of
its contractual  commitment hereunder upon the grounds of lack of consideration,
accord and  satisfaction  or any other defense.  In any dispute  arising after a
change in control of the  Company as to whether  you are  entitled  to  benefits
under this Agreement, there shall be a presumption that you are entitled to such
benefits and the burden of proving otherwise shall be on the Company.

         (iv) All  benefits  to be paid  hereunder  shall be in  addition to any
disability,  workers' compensation,  or other Company benefit plan distribution,
unpaid  vacation  or  other  unpaid  benefits  that  you  have  at the  Date  of
Termination.


                  6. NOTICE. For the purpose of this Agreement,  notices and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be  deemed  to have been duly  given  when  delivered  or mailed by United
States certified or registered mail, return receipt requested,  postage prepaid,
addressed  to the  respective  addresses  set  forth on the  first  page of this
Agreement,  provided  that all notice to the  Company  shall be  directed to the
attention of the Board with a copy to the  Secretary of the Company,  or to such
other  address  as either  party may have  furnished  to the other in writing in
accordance herewith,  except that notice of change of address shall be effective
only upon receipt.




<PAGE>


                  7.  MISCELLANEOUS.  No  provision  of  this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing and signed by you and such  officer as may be  specifically
designated  by the Board.  No waiver by either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the  State of New York  without  regard to its  conflicts  of law
principles.  All references to sections of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sections.  Any payments
provided for hereunder shall be paid net of any applicable  withholding required
under  federal,  state or local law.  In the event of a change in control of the
Company during the term of this Agreement,  the obligations of the Company under
Section 4 shall survive the expiration of the term of this Agreement  consistent
with the periods referenced in Section 4.


                  8.  VALIDITY.   The  invalidity  or  unenforceability  of  any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.


                  9.  COUNTERPARTS.  This  Agreement  may be executed in several
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.


                  10.  ARBITRATION.  Any dispute or controversy arising under or
in connection with this Agreement  shall be settled  exclusively by arbitration,
conducted  before a panel of three  arbitrators  in the  State of New  York,  in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment may be entered on the  arbitrator's  award in any court having
jurisdiction;  provided,  however,  that you shall be entitled to seek  specific
performance  of your right to be paid until the Date of  Termination  during the
pendency of any dispute or controversy  arising under or in connection with this
Agreement.




<PAGE>


                  11. ENTIRE  AGREEMENT.  This  Agreement  sets forth the entire
agreement  of the  parties  hereto in respect of the  subject  matter  contained
herein and during the term of the  Agreement  supersedes  the  provisions of all
prior change in control  agreements entered into between you and the Company and
all other prior agreements, promises, covenants,  arrangements,  communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto with respect to the subject matter hereof.


                  12.  APPLICABLE  LAW.  This  Agreement  shall be governed  and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts made and to be performed wholly within such State.

                  If this letter sets forth our agreement on the subject  matter
thereof, kindly sign and return to the Company the enclosed copy of this letter,
which will then constitute our agreement on this subject.

                                                Sincerely,

                                                COLUMBUS McKINNON CORPORATION




                                                By:
                                                Name:    Timothy T. Tevens
                                                Title:   President and Chief
                                                         Executive Officer




Agreed as of the
                 ------------

day of               ,
       -------------   -------




------------------------------
       Executive