COLUMBUS MCKINNON CORPORATION AMENDED AND RESTATED
                         NON-QUALIFIED STOCK OPTION PLAN
                           --------------------------


         WHEREAS,  Columbus  McKinnon  Corporation,  a New York corporation with
offices at 140 John James Audubon Parkway, Amherst, New York (the "Company") has
adopted a  non-qualified  stock  option plan known as the "First  Amendment  and
Restatement  of the Columbus  McKinnon  Corporation  Non-Qualified  Stock Option
Plan") to enable the Company to attract to  membership on the Board of Directors
of the Company,  individuals with substantial consulting experience with respect
to the legal,  financial and operational  concerns of large public and privately
held corporations; and

         WHEREAS, the Company desires to further amend and restate the Plan;

         NOW, THEREFORE, the Company hereby adopts the following as the Columbus
McKinnon  Corporation  Amended  and  Restated  Non-Qualified  Stock  Option Plan
effective as of June 16, 1999:

         1.  PURPOSE OF PLAN.  The  Columbus  McKinnon  Corporation  Amended and
Restated  Non-Qualified  Stock Option Plan (the "Plan") is intended to provide a
tool to the management of the Company for  attracting,  motivating and retaining
highly qualified officers and key employees to employment with the Company,  its
divisions and  subsidiaries  by providing  such officers and other key employees
with an additional incentive to promote the success of the business, to increase
their  proprietary  interest in the success of the Company and to encourage them
to remain in the  employ of the  Company  and its  divisions,  subsidiaries  and
affiliates.

                  A further  purpose  of the Plan is to  provide  the  Company's
management with an additional  equity based program which can be used to attract
individuals  with substantial  consulting  experience with respect to the legal,
financial  and   operational   concerns  of  large  public  and  privately  held
corporations to membership on the Company's Board of Directors.

         2.  ADMINISTRATION.  The Plan shall be administered by a Committee (the
"Committee")  which shall be composed of not less than two (2)  Directors of the
Company  who shall be  appointed  by and serve at the  pleasure  of the Board of
Directors of the  Company.  If the  Committee is composed of two (2)  Directors,

<PAGE>

both members of the Committee must approve,  in writing,  any action to be taken
by the  Committee  in order  for such  action  to be  deemed  an  action  of the
Committee  pursuant to the provisions of this Plan. If the Committee is composed
of more than two (2) Directors,  a majority of the Committee shall  constitute a
quorum for the conduct of its business,  and (a) the action of a majority of the
Committee  members  present at any meeting at which a quorum is present,  or (b)
action taken without a meeting by the approval, in writing, of a majority of the
Committee members, shall be deemed to be action by the Committee pursuant to the
provisions  of the Plan.  The  Committee is  authorized  to adopt such rules and
regulations  for the  administration  of the  Plan as it may deem  necessary  or
proper.

         Any action  taken or  interpretation  made by the  Committee  under any
provision of the Plan shall be final. No member of the Board of Directors or the
Committee shall be liable for any action,  determination or interpretation taken
or made under any provision of the Plan or otherwise if done in good faith.

         3. PARTICIPATION. The Committee shall determine which individuals shall
be granted options under the terms of this Plan, which  individuals may, but are
not  required to,  include  officers  and  employees  of the  Company,  legal or
financial advisors to the Company and non-employee Directors of the Company (all
such individuals being sometimes hereinafter referred to as "Optionees").

         4. OPTION TERMS. The Committee shall establish the terms and conditions
(which need not be identical)  upon which the options  granted  hereunder may be
exercised,  the time or  times  at  which  options  to  purchase  shares  of the
Company's common stock,  $.01 par value per share  (hereinafter  "Common Stock")
shall be  granted  and the number of shares of Common  Stock (or such  number of
shares  of  stock in which  such  Common  Stock  may at any  time  hereafter  be
constituted),   for  which  options  are  granted.   The  terms  and  conditions
established by the Committee with respect to any option granted by the Committee
under  this Plan  shall be  contained  in a  written  statement  which  shall be
delivered by the Committee to the Optionee as soon as practicable  following the
Committee's establishment of the terms and conditions of such Option.

                  Notwithstanding  the foregoing,  unless otherwise  modified by
action of the Company's  Board of Directors,  the following terms and conditions
shall apply with respect to any options granted hereunder:

<PAGE>

                  (a) in the case of an  individual  that is an  employee of the
Company or any of its direct or indirect  subsidiaries or affiliates,  the right
to exercise  options  granted  hereunder  shall be conditioned on the continuous
employment  of such  individual  by the Company or any of its direct or indirect
subsidiaries  or affiliates  between the date of the grant of the option and the
date of exercise of the option;

                  (b) in the case of an individual that is a member of the Board
of  Directors  of the Company or the Board of  Directors  of any  subsidiary  or
affiliate  of the Company but is not an employee of the Company or any direct or
indirect  subsidiary or affiliate of the Company,  the right to exercise options
granted  hereunder  shall be conditioned  on the  continuous  membership by such
individual  on the Board of Directors of the Company or any such  subsidiary  or
affiliate;

                  (c) except as otherwise specified by the Committee at the time
of the grant of any options  under this Plan and except as provided in Section 7
hereof,  the right to exercise such options shall accrue, on a cumulative basis,
as follows:

                           (i) one fourth (1/4) of the total number of shares of
Common Stock which could be purchased  (subject to adjustment as provided for in
Section 6 hereof)  (such number being  hereinafter  referred to as the "Optioned
Shares") shall become  available for purchase  pursuant to the option at the end
of the one (1) year period following the date of the option grant;

                           (ii)  one-fourth  (1/4) of the Optioned  Shares shall
become  available for purchase  pursuant to the option at the end of the two (2)
year period following the date of the option grant;

                           (iii)  one-fourth  (1/4) of the Optioned Shares shall
become available for purchase pursuant to the option at the end of the three (3)
year period following the date of the option grant; and

                           (iv)  one-fourth  (1/4) of the Optioned  Shares shall
become available for purchase  pursuant to the option at the end of the four (4)
year period following the date of the option grant.

<PAGE>

         An  Optionee  who has been  granted  an  option  under  the Plan may be
granted additional options under the Plan if the Committee shall so determine.

         The  purchase  price  payable for Common Stock in  connection  with the
exercise of options  granted  hereunder  shall be determined by the Committee at
the time of the grant of any options hereunder.

         5. SHARES  SUBJECT TO THE PLAN.  The aggregate  number of shares of the
Common  Stock which have been  reserved  for  issuance  pursuant to the terms of
options granted  pursuant to the terms of this Plan and the aggregate  number of
shares of Common  Stock which the  Company is  authorized  to issue  pursuant to
options granted pursuant to the terms of this Plan is two hundred fifty thousand
(250,000) shares, subject to anti-dilutive adjustments, if any, made at any time
after October 27, 1995,  pursuant to the  provisions  of Section 6 hereof.  With
respect to shares  which may be  acquired  pursuant to options  which  expire or
terminate  pursuant to the provisions of this Plan without having been exercised
in full,  such shares shall be  considered  to be available  again for placement
under options granted  thereafter under the Plan.  Shares issued pursuant to the
exercise of incentive  stock options  granted under the Plan shall be fully paid
and non-assessable.

         6. ANTI-DILUTION  PROVISIONS.  The aggregate number of shares of Common
Stock and the class of such shares as to which  options may be granted under the
Plan,  the number and class of such shares subject to each  outstanding  option,
the price per share  thereof (but not the total  price),  and the number of such
shares  as to which an option  may be  exercised  at any one time,  shall all be
adjusted proportionately in the event of any change, increase or decrease in the
outstanding shares of Common Stock or any change in classification of its Common
Stock without receipt of  consideration by the Company which results either from
a  split-up,  reverse  split or  consolidation  of  shares,  payment  of a stock
dividend, recapitalization, reclassification or other like capital adjustment so
that upon  exercise of the option,  the  Optionee  shall  receive the number and
class of shares that he would have received had he been the holder of the number
of shares of Common  Stock for which the option is being  exercised  immediately
preceding such change,  increase or decrease in the outstanding shares of Common
Stock. Any such adjustment made by the Committee shall be final and binding upon
all Optionees,  the Company and all other interested  persons.  Anything in this
Section 6 to the  contrary,  no  fractional  shares or scrip  representative  of


<PAGE>

fractional  shares  shall  be  issued  upon  the  exercise  of any  option.  Any
fractional share interest resulting from any change, increase or decrease in the
outstanding shares of Common Stock or resulting from any reorganization,  merger
or  consolidation  for which  adjustment  is  provided  in this  Section 6 shall
disappear and be absorbed  into the next lowest number of whole shares,  and the
Company shall not be liable for any payment for such  fractional  share interest
to the Optionee upon his exercise of the Option.

         7.  OPTION  EXERCISES  UPON A CHANGE IN  CONTROL.  Notwithstanding  the
provisions  of  Section  4  hereof,  in  the  event  that  the  Company  or  the
stockholders  of the  Company  enter  into an  agreement  to  dispose  of all or
substantially  all of the  assets  or stock of the  Company  by means of a sale,
merger,  consolidation,  reorganization,  liquidation,  or otherwise,  or in the
event a Change of Control (as hereinafter defined) shall occur, each outstanding
option shall become  immediately  exercisable with respect to the full number of
shares subject to such option and shall remain  exercisable until the expiration
of the original term of the option. The Committee may provide in connection with
such   transaction  for  assumption  of  options   previously   granted  or  the
substitution  for such  options of new  options  covering  the  securities  of a
successor corporation or an affiliate thereof,  with appropriate  adjustments as
to the number and kind of securities and prices.

         For  purposes of this Plan,  a "Change in  Control"  shall be deemed to
have occurred if:

                  (a)  there  shall be  consummated:  (i) any  consolidation  or
merger of the Company in which the Company is not the  continuing  or  surviving
corporation  or pursuant to which shares of the Company's  common stock would be
converted into cash,  securities or other  property,  other than a merger of the
Company in which the holders of the Company's common stock  immediately prior to
the  merger  have  the  same  proportionate  ownership  of  common  stock of the
surviving  corporation  immediately  after the merger;  or (ii) any sale, lease,
exchange  or  other  transfer  (in  one  transaction  or  a  series  of  related
transactions) of all, or substantially all, of the assets of the Company; or

                  (b)  the  stockholders  of the  Company  approve  any  plan or
proposal for the liquidation or dissolution of the Company; or

                  (c) any  person  (as such term is used in  Sections  13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")


<PAGE>

but  excluding  the Company and each of the  Company's  officers and  directors,
whether individually or collectively), shall become the beneficial owner (within
the meaning of 13d-3  under the  Exchange  Act) of 20% or more of the  Company's
outstanding common stock; or

                  (d)  during  any   period  of  two  (2)   consecutive   years,
individuals  who at the beginning of such period  constitute the entire Board of
Directors  of the Company  shall cease for any reason to  constitute  a majority
thereof  unless the election,  or the  nomination  for election by the Company's
shareholders,  of each new director was approved by a vote of a least two-thirds
of the directors then still in office who were directors at the beginning of the
period.

                           Notwithstanding the foregoing, in the event that any
agreement  providing for the sale or other  disposition of all or  substantially
all the stock or assets of the Company shall be terminated without  consummating
the disposition of said stock or assets, any unexercised unaccrued  installments
that had become exercisable solely by reason of the provisions of this paragraph
shall again become  unaccrued and  unexercisable  as of said termination of such
agreement;  subject,  however,  to such  installments  accruing  pursuant to the
normal  accrual  schedule  provided  in the terms  under  which such  option was
granted.  Any  exercise  of an  installment  prior to said  termination  of said
agreement shall remain effective  despite the fact that such installment  became
exercisable  solely by reason of the Company or its  stockholders  entering into
said agreement to dispose of the stock or assets of the Company.

         8. EXERCISE OF OPTION. Options shall be exercised as follows:

                  (a)  Notice  and  Payment.  Each  option,  or any  installment
thereof,  shall be  exercised,  whether in whole or in part,  by giving  written
notice to the Company at its  principal  office,  specifying  the options  being
exercised (by  reference to the date of the grant of the option),  the number of
shares  to be  purchased  and the  purchase  price  being  paid,  and  shall  be
accompanied by the payment of all or such part of the purchase price as shall be
required to be paid in connection with the exercise of such option (as specified
in the written notice of exercise of such option) (i) in cash, certified or bank
check payable to the order of the Company, (ii) by tendering (either actually or
by attestation) shares (or a sufficient portion thereof) valued as determined by

<PAGE>

the  Committee at the time of exercise,  (iii) by  authorizing  a third party to
sell shares (or a  sufficient  portion  thereof)  acquired  upon  exercise of an
option and to remit to the Company a sufficient  portion of the sale proceeds to
pay for all the shares  acquired  through such  exercise and any  resulting  tax
withholding obligations or (iv) by any other method prescribed by the Committee.
Each such notice shall contain representations on behalf of the Optionee that he
acknowledges  that the Company is selling the shares being acquired by him under
a claim of  exemption  from  registration  under the  Securities  Act of 1933 as
amended (the "Act"), as a transaction not involving any public offering; that he
represents  and  warrants  that  he is  acquiring  such  shares  with a view  to
"investment"  and not with a view to distribution or resale;  and that he agrees
not to transfer,  encumber or dispose of the shares  unless:  (i) a registration
statement with respect to the shares shall be effective under the Act,  together
with proof  satisfactory  to the  Company  that there has been  compliance  with
applicable  state law;  or (ii) the  Company  shall have  received an opinion of
counsel in form and content  satisfactory  to the Company to the effect that the
transfer  qualifies  under  Rule 144 or some  other  disclosure  exemption  from
registration  and that no violation of the Act or applicable  state laws will be
involved  in such  transfer,  and/or  such  other  documentation  in  connection
therewith as the Company's counsel may in its sole discretion require.

                  (b) Issuance of  Certificates.  Certificates  representing the
shares  purchased by the Optionee shall be issued as soon as  practicable  after
the Optionee has complied with the provisions of Section 8(a) hereof.

                  (c) Rights as a Stockholder. The Optionee shall have no rights
as a  stockholder  with  respect to the shares  purchased  until the date of the
issuance to him of a certificate representing such shares.

         9. ASSIGNMENT OF OPTION. (a) Subject to the provisions of Sections 9(b)
and  10(e)  hereof,  options  granted  under  this  Plan  may  not  be  assigned
voluntarily or involuntarily or by operation of law and any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of, or to subject to execution,
attachment  or  similar  process,  any stock  option,  or any right  thereunder,
contrary to the provisions  hereof shall be void and ineffective,  shall give no
right to the  purported  transferee,  and shall,  at the sole  discretion of the
Committee,  result in  forfeiture  of the  option  with  respect  to the  shares
involved in such attempt.

<PAGE>

                  (b) Notwithstanding  anything to the contrary contained in the
terms  of the  Plan as in  effect  at any time  prior  to the  date  hereof  and
notwithstanding  anything  to  the  contrary  contained  in  the  terms  of  any
statement,  letter or other  document or agreement  setting  forth the terms and
conditions of any options  previously issued pursuant to the terms of this Plan,
any and all  options  previously  issued  pursuant to the terms of the Plan and,
subject to the approval of the  Committee,  any options  which may be granted or
issued at any time in the  future  pursuant  to the  terms of the Plan  shall be
transferable  by the  Optionee to whom such options have been or are granted to:
(i)  the  spouse,   children  or  grandchildren  of  the  Optionee  (hereinafter
"Immediate Family Members"); (ii) a trust or trusts for the exclusive benefit of
such Immediate Family Members;  (iii) a partnership or limited liability company
in which such Immediate Family Members are the only partners or members; or (iv)
a private foundation established by the Optionee; provided that (x) there may be
no consideration for any such transfer;  (y) in the case of options which may be
granted in the future,  the  statement,  letter or other  document or  agreement
setting  forth the terms and  conditions of any such options must be approved by
the Committee and must expressly  provide for and limit the  transferability  of
such options to transfers  which are  permitted by the  foregoing  provisions of
this Section 9(b); and (z) any subsequent transfer of transferred options shall,
except for  transfers  occurring as a result of the death of the  transferee  as
contemplated  by Section  10(e),  be  prohibited.  Following the transfer of any
options as permitted by the foregoing  provisions of this Section 9(b), any such
transferred  options  shall  continue  to be  subject  to  the  same  terms  and
conditions  applicable  to  such  options  immediately  prior  to the  transfer;
provided that, for purposes of this Plan, the term "Optionee" shall be deemed to
refer  to  the  transferee.   Notwithstanding  the  foregoing,   the  events  of
termination of employment of Section 10 hereof shall continue to be applied with
respect to the original  Optionee for the purpose of determining  whether or not
the options shall be exercisable by the transferee and, upon  termination of the
original  Optionee's  employment,  the  options  shall  be  exercisable  by  the
transferee only to the extent and for the periods that the original Optionee (or
his estate)  would have been  entitled to exercise  such Options as specified in
Section 10 below.

         10. EFFECT OF TERMINATION OF EMPLOYMENT,  REMOVAL, DEATH OR DISABILITY.
(a) If an  Optionee  is  employed  by the  Company  or any  direct  or  indirect
subsidiary  or  affiliate  of the  Company on the date he receives a grant of an


<PAGE>

option and if such  Optionee's  employment  with the  Company,  or any direct or
indirect subsidiary or affiliate of the Company, is terminated by reason of: (i)
a discharge  for cause;  (ii)  voluntary  separation on the part of the Optionee
(other than any  termination of employment by the Optionee which  qualifies as a
termination  for  "Good  Reason"  pursuant  to the  terms of a letter  agreement
between the Optionee and the Company (a "Good Reason  Termination")) and without
consent of the Company or such direct or indirect subsidiary or affiliate of the
Company that the Optionee is employed by, any rights of the Optionee to purchase
shares of Common Stock pursuant to the terms of any option or options granted to
him under  this Plan  shall  terminate  immediately  upon  such  termination  of
employment  to the extent such options have not  theretofore  been  exercised by
him.

                  (b) If an  Optionee is a  non-employee  member of the Board of
Directors of the Company or a  non-employee  member of the Board of Directors of
any direct or indirect  subsidiary  or  affiliate  of the Company on the date he
receives the grant of an option and if such  Optionee's  membership on the Board
of Directors of the Company and on the Board of Directors of all other direct or
indirect  subsidiaries and affiliates of the Company is terminated by reason of:
(i) removal for cause; or (ii) voluntary resignation on the part of the Optionee
without  the  consent  of the other  members  of the Board of  Directors  of the
Company or the other members of each direct or indirect  subsidiary or affiliate
of the Company  whose Board of Directors the Optionee is a member of, any rights
of the Optionee to purchase  shares of Common Stock pursuant to the terms of any
option or options  granted to him under this Plan during the two (2) year period
ending  on the  date  of the  termination  of his  membership  on the  Board  of
Directors  of the Company and any direct or indirect  subsidiary  and  affiliate
whose  Board of  Directors  the  Optionee  is a member of,  shall be  terminated
immediately  upon  termination  of such  Optionee's  membership  on the Board of
Directors  of the Company and on the Board of  Directors  of all other direct or
indirect  subsidiaries  and  affiliates  to the  extent  such  options  have not
theretofore been exercised by him.

                  (c) If an Optionee is employed by the Company or any direct or
indirect  subsidiary or affiliate of the Company at the time he receives a grant
of an option hereunder and if such Optionee's employment with the Company or any
such direct or indirect subsidiary or affiliate of the Company is terminated (i)
by reason of the Optionee's  retirement at or after his attainment of his normal


<PAGE>

retirement  date as defined under the terms of the defined  benefit pension plan
which the  Optionee is a  participant  in (and which plan is  maintained  by the
Company or the direct or indirect subsidiary or affiliate of the Company that is
the  employer  of  such  Optionee),  the  Optionee  shall,  notwithstanding  the
provisions  of Section  4(c) hereof,  have the right to exercise  such option or
options held by him, in full,  to the extent that such options have not expired,
at any time within three (3) months after such retirement; or (ii) pursuant to a
Good Reason Termination or by the Company or such direct or indirect  subsidiary
or  affiliate  that the  Optionee is employed  by  (otherwise  than by reason of
death)  any  option or  options  granted to him under the Plan to the extent not
theretofore  exercised shall be deemed cancelled and terminated forthwith except
that,  subject to the  provisions  of  subparagraph  (a) of this  Section,  such
Optionee  may exercise any options  theretofore  granted to him,  which have not
then expired and which, as of the date the Optionee's  employment is terminated,
were otherwise  exercisable  within the  provisions of Section 4 hereof,  within
three (3) months after such termination.

                  (d) If an  Optionee is a  non-employee  member of the Board of
Directors  of the Company or any direct or indirect  subsidiary  or affiliate of
the Company at the time he receives a grant of an option  hereunder  and if such
Optionee's  membership  on the Board of  Directors  of the Company and all other
direct or indirect  subsidiaries  and affiliates of the Company is terminated by
reason of the  Optionee's  resignation at or after his attainment of age 65, the
Optionee shall,  notwithstanding the provisions of Section 4(c) hereof, have the
right to  exercise  such option or options  held by him, in full,  to the extent
that such options  have not  expired,  at any time within three (3) months after
such retirement.

                  (e) In the event that an  Optionee  shall die at any time that
options granted hereunder are outstanding,  any option or options granted to him
under  this  Plan  and  not  theretofore  exercised  by  him or  expired  shall,
notwithstanding  the  provisions of Section 4(c) hereof,  be  exercisable by the
estate of the Optionee or by any person who  acquired  such option by bequest or
inheritance  from the  Optionee,  in full, at any time within one (1) year after
the death of the  Optionee.  References  hereinabove  to the  Optionee  shall be
deemed to include any person  entitled to exercise the option after the death of
the Optionee under the terms of this Section.

                  (f) If an Optionee is employed by the Company or any direct or
indirect  subsidiary or affiliate of the Company at the time he receives a grant


<PAGE>

of an option  hereunder and if his employment  with the Company or any direct or
indirect  subsidiary  or affiliate of the Company is terminated by reason of his
disability,  the Optionee shall,  notwithstanding the provisions of Section 4(c)
hereof,  have the right to  exercise  all options  held by him, in full,  to the
extent that such options have not previously  expired or been exercised,  at any
time  within  one  (1)  year  after  such  termination.  If  an  Optionee  is  a
non-employee  member of the Board of  Directors  of the Company or any direct or
indirect  subsidiary or affiliate of the Company at the time he receives a grant
of an option  hereunder  and if his  membership on the Board of Directors of the
Company and all other  direct or indirect  subsidiaries  and  affiliates  of the
Company  is  terminated  by  reason  of  his  disability,  the  Optionee  shall,
notwithstanding  the  provisions  of  Section  4(c)  hereof,  have the  right to
exercise all options held by him, in full,  to the extent that such options have
not previously expired or been exercised,  at any time within one (1) year after
such termination. The term "disability" shall, for the purposes of this Plan, be
defined in the same  manner as such term is defined in Section  22(e)(3)  of the
Internal Revenue Code of 1986.

         11. INDEMNITY. The Company shall indemnify and hold harmless any person
who is or has been a member of the Committee appointed under Section 2 hereof or
the  Board of  Directors  of the  Company,  from and  against  any and all loss,
expense,   liability  or  costs,  including,   without  limitation,   reasonable
attorney's  fees  that may be  imposed  upon or  reasonably  incurred  by him in
connection with or resulting from any claim, action, suit or proceeding to which
he may be a party or in which he may be involved  by reason of any action  taken
or failure to act under the Plan provided that such person  provides the Company
prompt written notice of any such claim together with the  opportunity to defend
against claim or action at the Company's expense.

         12.  AMENDMENT AND  TERMINATION  OF THE PLAN. The Board of Directors of
the Company may at any time suspend, amend or terminate the Plan; provided, that
no suspension,  amendment or termination of the Plan may, without the consent of
the holder of the option, terminate his option or adversely affect his rights in
any material respect.

         13. GENERAL PROVISIONS.  (a) No stock option granted hereunder shall be
construed as limiting any right which the Company or any parent or subsidiary of
the  Company  may have to  terminate  at any time,  with or without  cause,  the


<PAGE>

employment of an Optionee or an Optionee's  membership on the Board of Directors
of the Company or the Board of Directors of any direct or indirect subsidiary or
affiliate of the Company.

                  (b) The Section headings used in this Plan are intended solely
for convenience of reference and shall not in any manner amplify,  limit, modify
or  otherwise  be  used  in the  construction  or  interpretation  of any of the
provisions hereof.

                  (c) The masculine, feminine or neuter gender and the
singular  or plural  number  shall be deemed to include the other  whenever  the
content so indicates or requires.

         14.  EFFECTIVE DATE AND DURATION OF THE PLAN. The Plan became effective
on  October  27,  1995 and  shall  continue  until  terminated  by the  Board of
Directors  of the  Company  or, if  earlier,  the date that all shares of Common
Stock which may be issued in  connection  with the exercise of options which may
be granted under the terms of the Plan have been issued.


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         IN WITNESS  WHEREOF,  the  undersigned has executed this Plan as of the
16th day of June, 1999.


                                            COLUMBUS MCKINNON CORPORATION


                                        By: /s/ Robert L. Montgomery, Jr.
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