COLUMBUS MCKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

              PROPOSED AMENDMENT NO. 6 OF THE 1998 PLAN RESTATEMENT


          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,  and as further
amended by Amendment  Nos. 1, 2, 3, 4 and 5, as permitted  under Section 10.1 of
the Plan, as follows:

1.        Section 5.4,  entitled  "Automatic Cash-out  of Benefit  Not Exceeding
$5,000", is retitled and revised effective March 28, 2005 to read as follows:

"5.4      CASH-OUT OF BENEFIT NOT EXCEEDING $5,000 .

          "(a)  CASH-OUT  OF  BENEFIT  NOT  EXCEEDING  $1,000  REQUIRED.
Notwithstanding any other provision in the Plan:

          " (1)  DISTRIBUTION. If the Actuarial Present Value of a Participant's
          vested  Accrued  Benefit  payable to him  hereunder is $1,000 or less,
          determined  as of the Annuity  Starting  Date,  the Plan shall pay the
          Participant  the  Actuarial  Present  Value  in a lump  sum as soon as
          practicable after the Participant ceases to be an Employee. No consent
          of either the  Participant  or his spouse  shall be required  for such
          payment.  However,  no such  payment  shall be made after the  Annuity
          Starting Date.

          " (2) DEEMED DISTRIBUTION.  If a Participant  ceases to be an Employee
          when his vested  Accrued Benefit  is zero,  the  Participant's  vested
          Accrued Benefit shall be deemed to be paid to him immediately upon his
          ceasing to be an Employee.

"         (b) CASH-OUT  OF  BENEFIT  BETWEEN  $1,000  AND  $5,000   PERMITTED.
Notwithstanding  any other provision in the Plan, If the Actuarial Present Value
of a Participant's  vested Accrued Benefit payable to him hereunder is $5,000 or
less, but greater than $1,000,  determined as of the Annuity  Starting Date, the
Plan shall pay the Participant the Actuarial Present Value in a lump sum as soon
as practicable  after the  Participant  ceases to be an Employee but only if the
Participant  affirmatively  elects  whether the payment will be made directly to
the  Participant  or to an eligible  retirement  plan as a direct  rollover.  No
consent  of the  Participant  `s  spouse  shall be  required  for such  payment.
However, no such payment shall be made after the Annuity Starting Date.

"         (c)  EFFECT  OF  PAYMENT.   The  actual  or  deemed   payment   of   a
Participant's  vested Accrued  Benefit  pursuant to this Section 5.4 shall be in

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                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan
                              Page 2 of Amendment No. 6 of 1998 Plan Restatement


full  satisfaction  of all the  Participant's  rights  under  the  Plan  and his
participation  in the Plan shall  cease.  Except as provided in Section  5.4(d),
Benefit  Service  taken into account in  determining  the  Participant's  vested
Accrued  Benefit  shall be excluded  in  determining  any future  benefit if the
Participant is reemployed and again participates in the Plan.

"         (d)  REPAYMENT  FOLLOWING DEEMED  DISTRIBUTION.  If a Participant with
a vested  Accrued  Benefit of zero is deemed to receive a payment of his benefit
pursuant  to this  Section  and he  again  completes  an Hour of  Service  as an
Employee  before he incurs 5 consecutive  1-Year Breaks in Service,  he shall be
deemed to have repaid his benefit immediately upon his return to service and his
Accrued Benefit (including all optional forms of benefits and subsidies relating
to such benefit) shall be restored."


          IN WITNESS WHEREOF,  this instrument of amendment has been executed by
a duly authorize officer of the Corporation this 17th day of March,  2005, to be
effective as of the dates recited herein.



                                     COLUMBUS McKINNON CORPORATION

                                     By  /S/ Timothy R. Harvey
                                         --------------------------

                                     Title: Corporate Secretary
                                            ----------------------