COLUMBUS MCKINNON CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN

             PROPOSED AMENDMENT NO. 10 OF THE 1989 PLAN RESTATEMENT
                             IRS TECHNICAL AMENDMENT


                Columbus McKinnon  Corporation (the "Company") hereby amends the
Columbus  McKinnon  Corporation  Employee Stock Ownership Plan (the "Plan"),  as
amended and restated in its  entirety  effective  April 1, 1989,  and as further
amended by Amendment  Nos. 1 through 9, as permitted  under  Section 11.1 of the
Plan, as follows:

1.      Section  1.24,  entitled  "Highly  Compensated  Employee",   is  amended
effective April 1, 1997 by changing Section 1.24(b) to read as follows:

"(B)    MEANING OF  "COMPENSATION".  FOR THE PURPOSE OF THIS SECTION  1.24,  THE
TERM  "COMPENSATION"  MEANS COMPENSATION WITHIN THE MEANING OF SECTION 415(C)(3)
OF THE CODE AND SECTION  13.2(H) OF THE PLAN.  FOR PLAN YEARS  BEGINNING  BEFORE
APRIL 1, 1998, THE DETERMINATION OF "COMPENSATION"  SHALL BE MADE WITHOUT REGARD
TO SECTIONS 125,  402(E)(3),  AND  402(H)(1)(B)  OF THE CODE AND, IN THE CASE OF
EMPLOYER  CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION  AGREEMENT,  WITHOUT
REGARD TO SECTION 403(B) OF THE CODE. FOR PLAN YEARS  BEGINNING  BEFORE APRIL 1,
2001,  THE  DETERMINATION  OF  "COMPENSATION"  SHALL BE MADE  WITHOUT  REGARD TO
SECTION 132(F)(4) OF THE CODE."

2.      Section 13.1, entitled "Summary",  is amended effective April 1, 1995 to
read as follows:

"13.1   SUMMARY . THE TOTAL  CONTRIBUTIONS  ALLOCATED  TO  THE  ACCOUNTS  OF ANY
PARTICIPANT  FOR A  LIMITATION  YEAR WITH  RESPECT  TO THE  CORPORATION  AND ALL
AFFILIATES  MAY NOT EXCEED THE LESSER OF $30,000 (AS  ADJUSTED) OR 25 PERCENT OF
THE  PARTICIPANT'S  SECTION  415  COMPENSATION.   IF  THE  PARTICIPANT  RECEIVES
CONTRIBUTIONS  AND/OR  BENEFITS  UNDER  MORE  THAN  ONE  QUALIFIED  PLAN  OF THE
CORPORATION (AND ALL AFFILIATES),  ALL SUCH  CONTRIBUTIONS  AND BENEFITS MUST BE
TAKEN  INTO  ACCOUNT  IN  APPLYING  THIS  LIMITATION.  THE RULES  APPLYING  THIS
LIMITATION ARE SET FORTH IN DETAIL IN THE SUBSEQUENT  SECTIONS OF THIS AND THESE
SECTIONS OVERRIDE ANY INCONSISTENT PROVISION IN THIS SECTION ."

3.      Section 13.2,  entitled  "Definitions and Rules of  Interpretation",  is
amended effective April 1, 1995 by changing subsection (f) to read as follows:

        "(F)    "MAXIMUM DOLLAR AMOUNT" MEANS FOR ANY LIMITATION YEAR,  $30,000,
 AS MAY BE INCREASED PURSUANT TO SECTION 415(D) OF THE CODE."


4.      Section 13.2,  entitled  "Definitions and Rules of  Interpretation",  is
amended effective April 1, 1989 by changing the first sentence of subsection (h)
to read as follows:

<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                    Page 2 of Proposed Amendment No. 10 of 1989 Plan Restatement


        "(H)    "SECTION 415  COMPENSATION"  MEANS, WITH RESPECT TO A LIMITATION
YEAR,  "PARTICIPANT'S  COMPENSATION" AS DEFINED UNDER CODE SECTION 415(C)(3) AND
TREASURY  REGULATION  SS.1.415-2(D)(11)(I)   THEREUNDER.  FOR  LIMITATION  YEARS
BEGINNING  BEFORE APRIL 1, 1998, THE  DETERMINATION OF  "COMPENSATION"  SHALL BE
MADE WITHOUT REGARD TO SECTIONS 125,  402(E)(3),  AND  402(H)(1)(B)  OF THE CODE
AND, IN THE CASE OF EMPLOYER  CONTRIBUTIONS  MADE PURSUANT TO A SALARY REDUCTION
AGREEMENT,  WITHOUT REGARD TO SECTION  403(B) OF THE CODE. FOR LIMITATION  YEARS
BEGINNING  BEFORE APRIL 1, 2001, THE  DETERMINATION OF  "COMPENSATION"  SHALL BE
MADE  WITHOUT  REGARD TO  SECTION  132(F)(4)  OF THE CODE.  IN NO EVENT  SHALL A
PARTICIPANT'S  SECTION 415  COMPENSATION  FOR A LIMITATION  YEAR BEGINNING ON OR
AFTER APRIL 1, 1989 EXCEED THE  APPLICABLE  CODE  SECTION  401(A)(17)  LIMIT SET
FORTH IN THE DEFINITION OF "ANNUAL EARNINGS" UNDER SECTION 1.6(B)."

5.      Section  13.5,  entitled  "Adjustment  to Reduce  Annual  Addition",  is
amended  by  effective  April 1, 1996 by  changing  Section  13.5(b)  to read as
follows:

"(B)    ALLOCATION TO SUSPENSE  ACCOUNT.  IF THE LIMITATION ON ANNUAL  ADDITIONS
WOULD BE EXCEEDED IN ANY LIMITATION  YEAR FOR ANY PARTICIPANT AS A RESULT OF THE
ALLOCATION OF  FORFEITURES  UNDER THE PLAN,  REASONABLE  ERROR IN ESTIMATING THE
PARTICIPANT'S  SECTION 415  COMPENSATION,  A REASONABLE ERROR IN DETERMINING THE
AMOUNT OF ELECTIVE DEFERRALS (WITHIN THE MEANING OF CODE SECTION 402(G)(3)) THAT
MAY BE MADE WITH RESPECT TO ANY INDIVIDUAL UNDER THE LIMITS OF CODE SECTION 415,
OR UNDER OTHER LIMITED FACTS AND CIRCUMSTANCES THAT THE COMMISSIONER OF INTERNAL
REVENUE   SERVICE,   PURSUANT  TO  TREASURY   REGULATIONS,   FINDS  JUSTIFY  THE
AVAILABILITY OF THIS SECTION 13.5(B),  THE AMOUNT IN EXCESS OF THE LIMIT OF THIS
ARTICLE 13 SHALL BE PLACED,  UNALLOCATED TO ANY  PARTICIPANT,  IN A "SECTION 415
SUSPENSE ACCOUNT". IF A SECTION 415 SUSPENSE ACCOUNT IS IN EXISTENCE AT ANY TIME
DURING A PARTICULAR LIMITATION YEAR, OTHER THAN THE LIMITATION YEAR DESCRIBED IN
THE PRECEDING SENTENCE,  ALL AMOUNTS IN THE SECTION 415 SUSPENSE ACCOUNT MUST BE
ALLOCATED TO THE  PARTICIPANTS'  ACCOUNTS BEFORE ANY  CONTRIBUTIONS  WHICH WOULD
CONSTITUTE  ANNUAL  ADDITIONS MAY BE MADE TO THE PLAN FOR SUCH LIMITATION  YEAR.
THE EXCESS AMOUNT  ALLOCATED  PURSUANT TO THIS SECTION  13.5(B) SHALL BE USED TO
REDUCE  CONTRIBUTIONS  FOR THE NEXT LIMITATION  YEAR (AND SUCCEEDING  LIMITATION
YEARS,  AS NECESSARY) FOR ALL OF THE  PARTICIPANTS  IN THE PLAN. THE SECTION 415
SUSPENSE ACCOUNT SHALL NOT SHARE IN THE VALUATION OF THE PARTICIPANTS'  ACCOUNTS
AND THE  EARNINGS  ATTRIBUTABLE  TO THE SECTION 415  SUSPENSE  ACCOUNT  SHALL BE
ALLOCATED TO THE PARTICIPANTS' ACCOUNTS AS PROVIDED IN SECTION 5.2."

6.      Section 14.2, entitled "Definitions", is amended effective April 1, 1989
by changing Section 14.2(i) to read as follows:

        "(I)    "SECTION 416 COMPENSATION" MEANS "PARTICIPANT'S COMPENSATION" AS
DEFINED    UNDER   CODE    SECTION    415(C)(3)    AND    TREASURY    REGULATION
SS.1.415-2(D)(11)(I)  THEREUNDER  OR SUCH OTHER  DEFINITION  AS MAY BE  REQUIRED
UNDER CODE  SECTION  416. FOR PLAN YEARS  BEGINNING  BEFORE  APRIL 1, 1998,  THE
DETERMINATION  OF  "COMPENSATION"  SHALL BE MADE WITHOUT REGARD TO SECTIONS 125,
402(E)(3),   AND  402(H)(1)(B)  OF  THE  CODE  AND,  IN  THE  CASE  OF  EMPLOYER
CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION  AGREEMENT,  WITHOUT REGARD TO

<PAGE>

                     Columbus McKinnon Corporation Employee Stock Ownership Plan
                    Page 3 of Proposed Amendment No. 10 of 1989 Plan Restatement


SECTION 403(B) OF THE CODE. FOR PLAN YEARS  BEGINNING  BEFORE APRIL 1, 2001, THE
DETERMINATION  OF  "COMPENSATION"  SHALL  BE  MADE  WITHOUT  REGARD  TO  SECTION
132(F)(4) OF THE CODE."

7.      Section 14.5,  entitled  "Application  of Top-Heavy  Rules",  is amended
effective April 1, 2000 by changing Section 14.5(c) to read as follows:

        "(C) LIMITATION ON BENEFITS.  THE DOLLAR  LIMITATIONS TAKEN INTO ACCOUNT
UNDER CODE SECTION 415(E) SHALL BE ADJUSTED AS PROVIDED IN SECTION 13.4(D). THIS
SECTION  14.5(C)  SHALL NOT APPLY FOR PLAN YEARS  BEGINNING ON OR AFTER APRIL 1,
2000."


        IN WITNESS WHEREOF,  this instrument of amendment has been executed by a
duly authorize officer of the Corporation this 28th day of February, 2004, to be
effective as of the dates recited herein.


                                         COLUMBUS McKINNON CORPORATION


                                         By:  /S/ ROBERT L. MONTGOMERY
                                              -----------------------------


                                         Title:  EXECUTIVE VICE PRESIDENT
                                                 --------------------------