COLUMBUS MCKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                  AMENDMENT NO. 2 OF THE 1998 PLAN RESTATEMENT
                             IRS TECHNICAL AMENDMENT



                Columbus McKinnon  Corporation (the "Company") hereby amends the
Columbus McKinnon  Corporation  Monthly Retirement Benefit Plan (the "Plan"), as
amended and restated in its entirety effective April 1, 1998, as permitted under
Section 10.1 of the Plan, as follows:

        1. Section 11.1, entitled "Definitions and Rules of Interpretation", is
amended  effective  April 1, 1998 by changing  subsection (b) thereof to read as
follows:



                "(b) "ANNUAL  BENEFIT" means the benefit payable annually in the
        form of a straight life annuity under the terms of the Plan  (aggregated
        with other defined benefit plans as described in (j) below) exclusive of
        any benefit not required to be  considered  for purposes of applying the
        limitations  of Code Section 415 to the Plan.  If the Annual  Benefit is
        payable in any form other than a straight  life  annuity or a  qualified
        joint and  survivor  annuity  within the meaning of Code Section 417, it
        shall be adjusted to an  Actuarial  Equivalent  benefit in the form of a
        straight life annuity.

                  (1) In the case of the  adjustment  of a  benefit  that is not
                  subject to Code Section  417(e)(3),  the  adjustment  shall be
                  made using the mortality table described in Section 1.4(b) and
                  an interest rate equal to the greater of the rate specified in
                  Section 1.4(c) or 5 percent.

                  (2) In the case of the adjustment of a benefit that is subject
                  to Code Section 417(e)(3),  the adjustment shall be made using
                  the  mortality  table  described  in  Section  1.4(b)  and  an
                  interest  rate equal to the greater of the rate  specified  in
                  Section 1.4(b) or Section 1.4(c)."


        2. Section 11.2,  entitled "Maximum Annual Benefit" is amended effective
April 1, 1998 by changing Section 11.2(b)(2) to read as follows:

                  "(2) BENEFITS  COMMENCING  BEFORE SOCIAL  SECURITY  RETIREMENT
                  AGE. If the Annual  Benefit  begins  before the  Participant's
                  Social Security Retirement Age, then the Dollar Limit shall be
                  reduced as  provided  in this  Section  11.2(b)(2)  or in such
                  other manner as the Secretary of the Treasury shall  prescribe
                  as consistent with the reduction for old-age insurance

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COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
Page 2 of Amendment No. 2 of 1998 Plan Restatement

                  benefits  commencing before the Social Security Retirement Age
                  under the Social Security Act:

                                    (A)  If  the   benefit   begins   after  the
                           Participant  has  attained  age 62, the Dollar  Limit
                           shall be  reduced  5/9 of 1% for each  month by which
                           the Annuity Starting Date precedes the  Participant's
                           Social  Security  retirement  age  for the  first  36
                           months  and  shall  be  reduced  5/12 of 1% for  each
                           additional  month by which the Annuity  Starting Date
                           precedes his Social Security retirement age.

                                    (B)  If  the  benefit   begins   before  the
                           Participant  has  attained  age 62, the Dollar  Limit
                           shall be reduced as provided in Section 11.2(b)(2)(A)
                           in order to  determine  the Dollar Limit in effect at
                           age 62.  The  Dollar  Limit in effect on the  Annuity
                           Starting  Date shall be the  Actuarial  Equivalent of
                           the Dollar Limit in effect at age 62. For the purpose
                           of determining  Actuarial  Equivalence,  the interest
                           rate  shall be the  greater  of 5 percent or the rate
                           set forth in Section  1.4(c) and the mortality  table
                           shall  be  the  table  described  in  Section  1.4(b)
                           provided, however, that the mortality decrement shall
                           be ignored to the extent that a  forfeiture  does not
                           occur at death."


        3. Section 11.2,  entitled "Maximum Annual Benefit" is amended effective
April 1, 1998 by changing Section 11.2(b)(3) to read as follows:

                  "(3) BENEFITS COMMENCING AFTER SOCIAL SECURITY RETIREMENT AGE.
                  If the Annual  Benefit begins after the  Participant's  Social
                  Security  Retirement  Age,  then  the  Dollar  Limit  shall be
                  increased  so that the Dollar  Limit in effect on the  Annuity
                  Starting Date shall be the Actuarial  Equivalent of the Dollar
                  Limit as of the Participant's  Social Security Retirement Age.
                  For the  purpose of  determining  Actuarial  Equivalence,  the
                  interest rate shall be the lesser of 5 percent or the rate set
                  forth in Section  1.4(c) and the mortality  table shall be the
                  table described in Section 1.4(b) provided,  however, that the
                  mortality  decrement  shall be ignored  to the  extent  that a
                  forfeiture does not occur at death."

                  IN WITNESS  WHEREOF,  this  instrument  of amendment  has been
executed by a duly authorized  officer of the Corporation  this 26th day of May,
1999, to be effective as of the dates recited herein.

                                             COLUMBUS McKINNON CORPORATION


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


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