COLUMBUS MCKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

              PROPOSED AMENDMENT NO. 7 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.  1through 6, as permitted  under  Section  10.1 of the Plan,  as
follows:


1. Section 5.1, entitled "Commencement of Benefit", is amended effective January
1, 2003 by changing Section 5.1(a)(2) to read as follows:

          "(2)  TERMINATION OF EMPLOYMENT.  THE  PARTICIPANT HAS CEASED TO BE AN
     EMPLOYEE (EXCEPT THAT AN EMPLOYEE WHO IS NOT A "5-PERCENT OWNER" WITHIN THE
     MEANING OF SECTION  5.5(F)(4) MAY ELECT TO COMMENCE  BENEFIT PAYMENTS ON OR
     AFTER APRIL 1ST OF THE CALENDAR  YEAR  FOLLOWING THE CALENDAR YEAR IN WHICH
     THE EMPLOYEE ATTAINS AGE 70-1/2 WITHOUT CEASING TO BE AN EMPLOYEE)."


2. Section 5.1, entitled  "Commencement of Benefit",  is amended effective April
1, 2004 by changing Section 5.1(c)(1)(B) to read as follows:

          "(B) RETROACTIVE  ANNUITY  STARTING DATES. A PARTICIPANT  SHALL NOT BE
     GIVEN THE NOTICE  DESCRIBED IN SECTION  5.2(D)  AFTER HIS ANNUITY  STARTING
     DATE EXCEPT AS PERMITTED UNDER SECTION 5.9."


3. Section 5.5, entitled  "Required Minimum  Distributions" is amended effective
January 1, 2003 to read as follows:

"5.5 REQUIRED MINIMUM DISTRIBUTIONS.

(A) GENERAL RULES.

          (1) EFFECTIVE DATE. THE PROVISIONS OF THIS SECTION 5.5 SHALL APPLY FOR
     PURPOSES OF DETERMINING  REQUIRED MINIMUM  DISTRIBUTIONS FOR CALENDAR YEARS
     BEGINNING WITH THE 2003 CALENDAR YEAR.

          (2)  PRECEDENCE.  THE  REQUIREMENTS  OF THIS  SECTION  5.5 SHALL  TAKE
     PRECEDENCE OVER ANY INCONSISTENT PROVISIONS OF THE PLAN.

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          (3)   REQUIREMENTS   OF   TREASURY   REGULATIONS   INCORPORATED.   ALL
     DISTRIBUTIONS  REQUIRED UNDER THIS SECTION 5.5 SHALL BE DETERMINED AND MADE
     IN ACCORDANCE WITH THE TREASURY  REGULATIONS UNDER SECTION 401(A)(9) OF THE
     CODE.

          (4)  TEFRA  SECTION  242(B)(2)  ELECTIONS.  NOTWITHSTANDING  THE OTHER
     PROVISIONS  OF  THIS  SECTION  5.5,  DISTRIBUTIONS  MAY  BE  MADE  UNDER  A
     DESIGNATION  MADE  BEFORE  JANUARY  1, 1984,  IN  ACCORDANCE  WITH  SECTION
     242(B)(2) OF THE TAX EQUITY AND FISCAL  RESPONSIBILITY  ACT (TEFRA) AND THE
     PROVISIONS OF THE PLAN THAT RELATE TO SECTION 242(B)(2) OF TEFRA.

          (5) THIS SECTION DOES NOT GRANT RIGHTS. THE PROVISIONS OF THIS SECTION
     5.5 ARE INCLUDED IN THE PLAN AS  LIMITATIONS  REQUIRED BY THE CODE,  AND NO
     PROVISION  HEREOF SHALL BE CONSTRUED TO EXPAND THE AVAILABILITY OF FORMS OF
     DISTRIBUTION, WHICH SHALL BE DETERMINED EXCLUSIVELY UNDER SECTION 5.2.

(B) TIME AND MANNER OF DISTRIBUTION.

          (1) REQUIRED BEGINNING DATE. THE PARTICIPANT'S ENTIRE INTEREST WILL BE
     DISTRIBUTED,  OR BEGIN TO BE DISTRIBUTED,  TO THE PARTICIPANT NO LATER THAN
     THE PARTICIPANT'S REQUIRED BEGINNING DATE.

          (2)  DEATH  OF  PARTICIPANT   BEFORE   DISTRIBUTIONS   BEGIN.  IF  THE
     PARTICIPANT  DIES BEFORE  DISTRIBUTIONS  BEGIN,  THE  PARTICIPANT'S  ENTIRE
     INTEREST WILL BE DISTRIBUTED,  OR BEGIN TO BE DISTRIBUTED, NO LATER THAN AS
     FOLLOWS:

               (A) IF THE  PARTICIPANT'S  SURVIVING SPOUSE IS THE  PARTICIPANT'S
          SOLE  DESIGNATED  BENEFICIARY,  THEN,  EXCEPT AS  PROVIDED IN THE PLAN
          OUTSIDE THIS SECTION 5.5,  DISTRIBUTIONS  TO THE SURVIVING SPOUSE WILL
          BEGIN BY DECEMBER 31 OF THE CALENDAR  YEAR  IMMEDIATELY  FOLLOWING THE
          CALENDAR YEAR IN WHICH THE PARTICIPANT  DIED, OR BY DECEMBER 31 OF THE
          CALENDAR YEAR IN WHICH THE PARTICIPANT WOULD HAVE ATTAINED AGE 70-1/2,
          IF LATER.

               (B)  IF  THE   PARTICIPANT'S   SURVIVING   SPOUSE   IS  NOT   THE
          PARTICIPANT'S SOLE DESIGNATED BENEFICIARY, THEN, EXCEPT AS PROVIDED IN
          THE PLAN OUTSIDE THIS SECTION  5.5,  DISTRIBUTIONS  TO THE  DESIGNATED
          BENEFICIARY WILL BEGIN BY DECEMBER 31 OF THE CALENDAR YEAR IMMEDIATELY
          FOLLOWING THE CALENDAR YEAR IN WHICH THE PARTICIPANT DIED.

               (C) IF THERE IS NO DESIGNATED  BENEFICIARY  AS OF SEPTEMBER 30 OF
          THE  YEAR  FOLLOWING  THE  YEAR  OF  THE   PARTICIPANT'S   DEATH,  THE
          PARTICIPANT'S  ENTIRE  INTEREST WILL BE  DISTRIBUTED BY DECEMBER 31 OF
          THE CALENDAR YEAR CONTAINING THE 5TH ANNIVERSARY OF THE  PARTICIPANT'S
          DEATH.

               (D) IF THE  PARTICIPANT'S  SURVIVING SPOUSE IS THE  PARTICIPANT'S
          SOLE DESIGNATED  BENEFICIARY  AND THE SURVIVING  SPOUSE DIES AFTER THE
          PARTICIPANT BUT BEFORE  DISTRIBUTIONS  TO THE SURVIVING  SPOUSE BEGIN,

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          THIS SECTION 0(B)(2),  OTHER THAN SECTION 5.5(B)(2)(A),  WILL APPLY AS
          IF THE SURVIVING SPOUSE WERE THE PARTICIPANT.

FOR PURPOSES OF THIS SECTION  5.5(B)(2) AND SECTION  5.5(E),  DISTRIBUTIONS  ARE
CONSIDERED TO BEGIN ON THE PARTICIPANT'S REQUIRED BEGINNING DATE (OR, IF SECTION
5.5(B)(2)(D)  APPLIES,  THE  DATE  DISTRIBUTIONS  ARE  REQUIRED  TO BEGIN TO THE
SURVIVING SPOUSE UNDER SECTION  5.5(B)(2)(A)).  IF ANNUITY PAYMENTS  IRREVOCABLY
COMMENCE TO THE PARTICIPANT BEFORE THE PARTICIPANT'S REQUIRED BEGINNING DATE (OR
TO THE PARTICIPANT'S SURVIVING SPOUSE BEFORE THE DATE DISTRIBUTIONS ARE REQUIRED
TO  BEGIN  TO  THE  SURVIVING  SPOUSE  UNDER  SECTION  5.5(B)(2)(A)),  THE  DATE
DISTRIBUTIONS  ARE  CONSIDERED  TO  BEGIN  IS THE  DATE  DISTRIBUTIONS  ACTUALLY
COMMENCE.

          (3)  FORM  OF  DISTRIBUTION.   THE  PARTICIPANT'S   INTEREST  MUST  BE
     DISTRIBUTED  IN THE FORM OF AN  ANNUITY OR IN A SINGLE SUM ON OR BEFORE THE
     REQUIRED  BEGINNING DATE. IF THE  PARTICIPANT'S  INTEREST IS DISTRIBUTED IN
     THE FORM OF AN ANNUITY, DISTRIBUTIONS THEREUNDER WILL BE MADE IN ACCORDANCE
     WITH THE  REQUIREMENTS  OF SECTION  401(A)(9)  OF THE CODE AND THE TREASURY
     REGULATIONS.

(C) DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR.

          (1) GENERAL ANNUITY  REQUIREMENTS.  IF THE  PARTICIPANT'S  INTEREST IS
     PAID IN THE FORM OF ANNUITY  DISTRIBUTIONS  UNDER THE PLAN,  PAYMENTS UNDER
     THE ANNUITY SHALL SATISFY THE FOLLOWING REQUIREMENTS:

               (A) THE ANNUITY  DISTRIBUTIONS SHALL BE PAID IN PERIODIC PAYMENTS
          MADE AT INTERVALS NOT LONGER THAN ONE YEAR;

               (B) THE  DISTRIBUTION  PERIOD  SHALL BE OVER A LIFE (OR LIVES) OR
          OVER A PERIOD CERTAIN NOT LONGER THAN THE PERIOD  DESCRIBED IN SECTION
          5.5(D) OR 5.5(E);

               (C) PAYMENTS  SHALL EITHER BE  NONINCREASING  OR INCREASE ONLY AS
          FOLLOWS:

               (I) BY AN ANNUAL  PERCENTAGE  INCREASE  THAT DOES NOT  EXCEED THE
          ANNUAL PERCENTAGE INCREASE IN A COST-OF-LIVING  INDEX THAT IS BASED ON
          PRICES OF ALL ITEMS AND ISSUED BY THE BUREAU OF LABOR STATISTICS;

               (II)  TO  THE  EXTENT  OF THE  REDUCTION  IN  THE  AMOUNT  OF THE
          PARTICIPANT'S  PAYMENTS TO PROVIDE FOR A SURVIVOR  BENEFIT UPON DEATH,
          BUT ONLY IF THE BENEFICIARY WHOSE LIFE WAS BEING USED TO DETERMINE THE
          DISTRIBUTION  PERIOD  DESCRIBED IN SECTION 5.5(D) DIES OR IS NO LONGER
          THE  PARTICIPANT'S   BENEFICIARY  PURSUANT  TO  A  QUALIFIED  DOMESTIC
          RELATIONS ORDER WITHIN THE MEANING OF SECTION 414(P);

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               (III) TO PROVIDE CASH REFUNDS OF EMPLOYEE  CONTRIBUTIONS UPON THE
          PARTICIPANT'S DEATH; OR

               (IV) TO PAY INCREASED BENEFITS THAT RESULT FROM A PLAN AMENDMENT.

          (2) AMOUNT REQUIRED TO BE DISTRIBUTED BY REQUIRED  BEGINNING DATE. THE
     AMOUNT THAT MUST BE  DISTRIBUTED  ON OR BEFORE THE  PARTICIPANT'S  REQUIRED
     BEGINNING DATE (OR, IF THE PARTICIPANT DIES BEFORE DISTRIBUTIONS BEGIN, THE
     DATE  DISTRIBUTIONS  ARE REQUIRED TO BEGIN UNDER  SECTION  5.5(B)(2)(A)  OR
     5.5(B)(2)(B)) IS THE PAYMENT THAT IS REQUIRED FOR ONE PAYMENT INTERVAL. THE
     SECOND PAYMENT NEED NOT BE MADE UNTIL THE END OF THE NEXT PAYMENT  INTERVAL
     EVEN IF THAT  PAYMENT  INTERVAL  ENDS IN THE NEXT  CALENDAR  YEAR.  PAYMENT
     INTERVALS  ARE  THE  PERIODS  FOR  WHICH   PAYMENTS  ARE  RECEIVED,   E.G.,
     BI-MONTHLY,  MONTHLY,  SEMI-ANNUALLY, OR ANNUALLY. ALL OF THE PARTICIPANT'S
     BENEFIT ACCRUALS AS OF THE LAST DAY OF THE FIRST DISTRIBUTION CALENDAR YEAR
     SHALL BE INCLUDED IN THE CALCULATION OF THE AMOUNT OF THE ANNUITY  PAYMENTS
     FOR  PAYMENT  INTERVALS  ENDING  ON OR  AFTER  THE  PARTICIPANT'S  REQUIRED
     BEGINNING DATE.

          (3) ADDITIONAL  ACCRUALS AFTER FIRST  DISTRIBUTION  CALENDAR YEAR. ANY
     ADDITIONAL  BENEFITS  ACCRUING TO THE  PARTICIPANT IN A CALENDAR YEAR AFTER
     THE FIRST  DISTRIBUTION  CALENDAR YEAR SHALL BE DISTRIBUTED  BEGINNING WITH
     THE  FIRST  PAYMENT  INTERVAL  ENDING  IN  THE  CALENDAR  YEAR  IMMEDIATELY
     FOLLOWING THE CALENDAR YEAR IN WHICH SUCH AMOUNT ACCRUES.

(D) REQUIREMENTS FOR ANNUITY  DISTRIBUTIONS  THAT COMMENCE DURING  PARTICIPANT'S
LIFETIME.

          (1)  JOINT  LIFE   ANNUITIES   WHERE  THE   BENEFICIARY   IS  NOT  THE
     PARTICIPANT'S SPOUSE. IF THE PARTICIPANT'S INTEREST IS BEING DISTRIBUTED IN
     THE  FORM OF A JOINT  AND  SURVIVOR  ANNUITY  FOR THE  JOINT  LIVES  OF THE
     PARTICIPANT AND A NONSPOUSE BENEFICIARY,  ANNUITY PAYMENTS TO BE MADE ON OR
     AFTER  THE  PARTICIPANT'S   REQUIRED   BEGINNING  DATE  TO  THE  DESIGNATED
     BENEFICIARY AFTER THE  PARTICIPANT'S  DEATH MUST NOT AT ANY TIME EXCEED THE
     APPLICABLE  PERCENTAGE  OF THE  ANNUITY  PAYMENT FOR SUCH PERIOD THAT WOULD
     HAVE BEEN PAYABLE TO THE PARTICIPANT  USING THE TABLE SET FORTH IN Q&A-2 OF
     SECTION  1.401(A)(9)-6  OF  THE  TREASURY  REGULATIONS.   IF  THE  FORM  OF
     DISTRIBUTION  COMBINES A JOINT AND SURVIVOR  ANNUITY FOR THE JOINT LIVES OF
     THE PARTICIPANT AND A NONSPOUSE  BENEFICIARY AND A PERIOD CERTAIN  ANNUITY,
     THE REQUIREMENT IN THE PRECEDING  SENTENCE SHALL APPLY TO ANNUITY  PAYMENTS
     TO BE MADE TO THE DESIGNATED BENEFICIARY AFTER THE EXPIRATION OF THE PERIOD
     CERTAIN.

          (2) PERIOD CERTAIN ANNUITIES.  UNLESS THE PARTICIPANT'S  SPOUSE IS THE
     SOLE  DESIGNATED  BENEFICIARY  AND THE  FORM OF  DISTRIBUTION  IS A  PERIOD
     CERTAIN AND NO LIFE ANNUITY, THE PERIOD CERTAIN FOR AN ANNUITY DISTRIBUTION
     COMMENCING DURING THE PARTICIPANT'S  LIFETIME MAY NOT EXCEED THE APPLICABLE
     DISTRIBUTION  PERIOD FOR THE PARTICIPANT  UNDER THE UNIFORM  LIFETIME TABLE
     SET FORTH IN SECTION  1.401(A)(9)-9  OF THE  TREASURY  REGULATIONS  FOR THE
     CALENDAR  YEAR THAT  CONTAINS  THE ANNUITY  STARTING  DATE.  IF THE ANNUITY

<PAGE>

     STARTING  DATE PRECEDES THE YEAR IN WHICH THE  PARTICIPANT  REACHES AGE 70,
     THE APPLICABLE  DISTRIBUTION PERIOD FOR THE PARTICIPANT IS THE DISTRIBUTION
     PERIOD  FOR AGE 70 UNDER THE  UNIFORM  LIFETIME  TABLE SET FORTH IN SECTION
     1.401(A)(9)-9  OF THE TREASURY  REGULATIONS  PLUS THE EXCESS OF 70 OVER THE
     AGE OF THE  PARTICIPANT AS OF THE  PARTICIPANT'S  BIRTHDAY IN THE YEAR THAT
     CONTAINS THE ANNUITY  STARTING  DATE.  IF THE  PARTICIPANT'S  SPOUSE IS THE
     PARTICIPANT'S SOLE DESIGNATED BENEFICIARY AND THE FORM OF DISTRIBUTION IS A
     PERIOD  CERTAIN AND NO LIFE ANNUITY,  THE PERIOD CERTAIN MAY NOT EXCEED THE
     LONGER OF THE PARTICIPANT'S  APPLICABLE  DISTRIBUTION PERIOD, AS DETERMINED
     UNDER  THIS  SECTION  5.5(D)(2),  OR  THE  JOINT  LIFE  AND  LAST  SURVIVOR
     EXPECTANCY OF THE  PARTICIPANT AND THE  PARTICIPANT'S  SPOUSE AS DETERMINED
     UNDER THE JOINT AND LAST SURVIVOR TABLE SET FORTH IN SECTION  1.401(A)(9)-9
     OF THE TREASURY REGULATIONS,  USING THE PARTICIPANT'S AND SPOUSE'S ATTAINED
     AGES AS OF THE  PARTICIPANT'S  AND SPOUSE'S  BIRTHDAYS IN THE CALENDAR YEAR
     THAT CONTAINS THE ANNUITY STARTING DATE.

(E) REQUIREMENTS FOR MINIMUM  DISTRIBUTIONS  WHERE  PARTICIPANT DIES BEFORE DATE
DISTRIBUTIONS BEGIN.

          (1) PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. IF THE PARTICIPANT
     DIES BEFORE THE DATE  DISTRIBUTION  OF HIS OR HER INTEREST BEGINS AND THERE
     IS A DESIGNATED  BENEFICIARY,  THE  PARTICIPANT'S  ENTIRE INTEREST SHALL BE
     DISTRIBUTED,  BEGINNING  NO  LATER  THAN  THE  TIME  DESCRIBED  IN  SECTION
     5.5(B)(2)(A) OR 5.5(B)(2)(B),  OVER THE LIFE OF THE DESIGNATED  BENEFICIARY
     OR OVER A PERIOD CERTAIN NOT EXCEEDING:

               (A)  UNLESS  THE  ANNUITY  STARTING  DATE  IS  BEFORE  THE  FIRST
          DISTRIBUTION  CALENDAR  YEAR,  THE LIFE  EXPECTANCY OF THE  DESIGNATED
          BENEFICIARY   DETERMINED  USING  THE   BENEFICIARY'S  AGE  AS  OF  THE
          BENEFICIARY'S  BIRTHDAY IN THE CALENDAR YEAR IMMEDIATELY FOLLOWING THE
          CALENDAR YEAR OF THE PARTICIPANT'S DEATH; OR

               (B) IF THE ANNUITY STARTING DATE IS BEFORE THE FIRST DISTRIBUTION
          CALENDAR  YEAR,  THE LIFE  EXPECTANCY  OF THE  DESIGNATED  BENEFICIARY
          DETERMINED  USING  THE  BENEFICIARY'S  AGE  AS  OF  THE  BENEFICIARY'S
          BIRTHDAY IN THE CALENDAR YEAR THAT CONTAINS THE ANNUITY STARTING DATE.

          (2) NO DESIGNATED BENEFICIARY. IF THE PARTICIPANT DIES BEFORE THE DATE
     DISTRIBUTIONS BEGIN AND THERE IS NO DESIGNATED  BENEFICIARY AS OF SEPTEMBER
     30 OF THE YEAR FOLLOWING THE YEAR OF THE PARTICIPANT'S DEATH,  DISTRIBUTION
     OF THE  PARTICIPANT'S  ENTIRE INTEREST SHALL BE COMPLETED BY DECEMBER 31 OF
     THE CALENDAR YEAR  CONTAINING THE FIFTH  ANNIVERSARY  OF THE  PARTICIPANT'S
     DEATH.

          (3) DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO SURVIVING SPOUSE
     BEGIN. IF THE PARTICIPANT  DIES BEFORE THE DATE  DISTRIBUTION OF HIS OR HER
     INTEREST BEGINS,  THE  PARTICIPANT'S  SURVIVING SPOUSE IS THE PARTICIPANT'S
     SOLE  DESIGNATED   BENEFICIARY,   AND  THE  SURVIVING  SPOUSE  DIES  BEFORE
     DISTRIBUTIONS  TO THE  SURVIVING  SPOUSE BEGIN,  THIS SECTION  5.5(E) SHALL
     APPLY AS IF THE SURVIVING SPOUSE WERE THE PARTICIPANT, EXCEPT THAT THE TIME

<PAGE>

     BY WHICH  DISTRIBUTIONS  MUST BEGIN SHALL BE DETERMINED  WITHOUT  REGARD TO
     SECTION 5.5(B)(2)(A).

(F) DEFINITIONS.

          (1)  DESIGNATED  BENEFICIARY.  THE SPOUSE OR OTHER  INDIVIDUAL  WHO IS
     DESIGNATED  AS  THE  BENEFICIARY  UNDER  SECTION  5.2 OF  THE  PLAN  IS THE
     "DESIGNATED  BENEFICIARY"  UNDER SECTION  401(A)(9) OF THE CODE AND SECTION
     1.401(A)(9)-4, OF THE TREASURY REGULATIONS.

          (2)  DISTRIBUTION  CALENDAR  YEAR. A CALENDAR YEAR FOR WHICH A MINIMUM
     DISTRIBUTION  IS  REQUIRED.   FOR   DISTRIBUTIONS   BEGINNING   BEFORE  THE
     PARTICIPANT'S DEATH, THE FIRST "DISTRIBUTION CALENDAR YEAR" IS THE CALENDAR
     YEAR   IMMEDIATELY   PRECEDING  THE  CALENDAR   YEAR  WHICH   CONTAINS  THE
     PARTICIPANT'S  REQUIRED  BEGINNING DATE. FOR DISTRIBUTIONS  BEGINNING AFTER
     THE  PARTICIPANT'S  DEATH,  THE FIRST  "DISTRIBUTION  CALENDAR YEAR" IS THE
     CALENDAR  YEAR IN WHICH  DISTRIBUTIONS  ARE  REQUIRED TO BEGIN  PURSUANT TO
     SECTION 5.5(B)(2).

          (3) LIFE EXPECTANCY.  LIFE EXPECTANCY IS COMPUTED BY USE OF THE SINGLE
     LIFE TABLE IN SECTION 1.401(A)(9)-9 OF THE TREASURY REGULATIONS.

          (4) REQUIRED BEGINNING DATE.

               (A) EXCEPT AS PROVIDED IN SECTION  5.5(F)(4)(B) WITH RESPECT TO A
          5-PERCENT  OWNER,  AS  DEFINED  IN  SECTION  5.5(F)(4)(C),   THE  TERM
          "REQUIRED BEGINNING DATE" MEANS APRIL 1 OF THE CALENDAR YEAR FOLLOWING
          THE LATER OF THE  CALENDAR  YEAR IN WHICH  THE  EMPLOYEE  ATTAINS  AGE
          70-1/2  OR THE  CALENDAR  YEAR IN WHICH THE  EMPLOYEE  CEASES TO BE AN
          EMPLOYEE.

               (B) IN THE CASE OF AN EMPLOYEE WHO IS A 5-PERCENT OWNER, THE TERM
          "REQUIRED BEGINNING DATE" MEANS APRIL 1 OF THE CALENDAR YEAR FOLLOWING
          THE CALENDAR YEAR IN WHICH THE EMPLOYEE ATTAINS AGE 70-1/2.

               (C) FOR PURPOSES OF THIS  SECTION  5.5, A 5-PERCENT  OWNER IS, IF
          THE EMPLOYER IS A  CORPORATION,  ANY PERSON WHO OWNS (OR IS CONSIDERED
          AS OWNING  WITHIN THE MEANING OF CODE SECTION 318) MORE THAN 5 PERCENT
          OF THE OUTSTANDING  STOCK OF THE CORPORATION OR STOCK  POSSESSING MORE
          THAN 5 PERCENT OF THE TOTAL COMBINED  VOTING POWER OF ALL STOCK OF THE
          CORPORATION AND, IF THE EMPLOYER IS NOT A CORPORATION,  ANY PERSON WHO
          OWNS MORE THAN 5 PERCENT OF THE  CAPITAL OR  PROFITS  INTEREST  IN THE
          EMPLOYER".


4. New Section 5.9, entitled  "Retroactive  Annuity Starting Dates," is added to
the Plan effective April 1, 2004 and shall read as follows:

"5.9 RETROACTIVE ANNUITY STARTING DATES.

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     (A) WHEN  PERMITTED.  IN ANY CASE WHERE  BECAUSE OF  ADMINISTRATIVE  DELAY,
OVERSIGHT OR SIMILAR  CIRCUMSTANCE,  A PARTICIPANT IS GIVEN THE NOTICE DESCRIBED
IN SECTION 5.2(D) AFTER THE DATE THAT THE PARTICIPANT  DESIRES TO BE HIS ANNUITY
STARTING  DATE,  THE  PARTICIPANT  SHALL  BE  PERMITTED  TO  ELECT  IN A  MANNER
PRESCRIBED BY THE COMMITTEE TO HAVE HIS BENEFIT PAYMENT  COMMENCE AS OF THE DATE
THE  PARTICIPANT  DESIRES  TO BE  HIS  ANNUITY  STARTING  DATE.  IN  GENERAL,  A
PARTICIPANT  WILL NOT BE PERMITTED TO ELECT A RETROACTIVE  ANNUITY STARTING DATE
IN CASES WHERE THE FAILURE OF THE PARTICIPANT TO RECEIVE THE NOTICE DESCRIBED IN
SECTION 5.2(D) IN A TIMELY MANNER RESULTS FROM THE FAILURE OF THE PARTICIPANT TO
CONTACT THE  COMMITTEE TO REQUEST THE  COMMENCEMENT  OF BENEFITS.  THE COMMITTEE
SHALL DETERMINE WHEN PARTICIPANTS MAY ELECT  RETROACTIVE  ANNUITY STARTING DATES
USING OBJECTIVE CRITERIA IN A CONSISTENT, NONDISCRIMINATORY MANNER.

     (B) CONDITIONS FOR RETROACTIVE  ANNUITY  STARTING DATE. IN ANY CASE WHERE A
PARTICIPANT  ELECTS A  RETROACTIVE  ANNUITY  STARTING  DATE,  THE PAYMENT OF THE
BENEFIT SHALL COMPLY WITH TREAS. REG.  SS.1.417(E)-1(B)(3)(IV)  AND (V). WITHOUT
LIMITING THE GENERALITY FOREGOING, IF A PARTICIPANT ELECTS A RETROACTIVE ANNUITY
STARTING DATE:

          (1) MAKE-UP  PAYMENTS.  THE PARTICIPANT SHALL RECEIVE MAKE-UP PAYMENTS
     WITH INTEREST  (DETERMINED AT A RATE SET BY THE COMMITTEE WITH REFERENCE TO
     AN OBJECTIVE  INDEX) SO THAT HE IS PUT IN THE SAME POSITION  FINANCIALLY AS
     IF BENEFIT PAYMENT HAD IN FACT BEGUN ON THE ANNUITY STARTING DATE.

          (2) CODE  SECTION  415(B)  COMPLIANCE.  THE BENEFIT  MUST  SATISFY THE
     REQUIREMENTS  ON CODE SECTION  415(B) AS OF THE ANNUITY  STARTING DATE AND,
     EXCEPT IN CASES OF BENEFITS NOT SUBJECT TO CODE  SECTION  417(E) THAT BEGIN
     WITHIN 12 MONTHS OF THE  ANNUITY  STARTING  DATE,  MUST ALSO  SATISFY  CODE
     SECTION 415(B) AS OF THE DATE ON WHICH BENEFITS ACTUALLY COMMENCE.

          (3) CODE SECTION 417(E)  COMPLIANCE.  IN THE CASE OF A BENEFIT SUBJECT
     TO  CODE  SECTION  417(E),  THE  BENEFIT  SHALL  BE  CALCULATED  USING  THE
     APPLICABLE  INTEREST RATE AND APPLICABLE  MORTALITY TABLE  DETERMINED AS OF
     THE  ANNUITY  STARTING  DATE BUT SHALL  NOT BE LESS  THAN THE SAME  BENEFIT
     CALCULATED  USING THE  APPLICABLE  INTEREST RATE AND  APPLICABLE  MORTALITY
     TABLE DETERMINED AS OF THE DATE ON WHICH BENEFITS ACTUALLY COMMENCE.

          (4) SPOUSE'S CONSENT.  THE PARTICIPANT'S  SPOUSE, IF ANY, MUST CONSENT
     (IN THE MANNER  PROVIDED UNDER SECTION  5.2(E)) TO THE USE OF A RETROACTIVE
     ANNUITY  STARTING  DATE IF THE  BENEFIT IS PAYABLE IN THE FORM OF JOINT AND
     SURVIVOR  ANNUITY (OR JOINT AND SURVIVOR  ANNUITY WITH PERIOD CERTAIN) WITH
     THE SPOUSE AS THE SURVIVOR  ANNUITANT  AND IF THE SURVIVOR  BENEFIT IS LESS
     THAN THE  SURVIVOR  BENEFIT  WOULD HAVE BEEN IN THE CASE OF A JOINT AND 50%
     SURVIVOR ANNUITY IF THE DATE ON WHICH BENEFITS  ACTUALLY  COMMENCE WERE THE
     ANNUITY STARTING DATE.

     (C) REVOCATION OF ELECTION.  A PARTICIPANT WHO ELECTS A RETROACTIVE ANNUITY
STARTING  DATE  SHALL BE  PERMITTED  TO CHANGE HIS  ELECTION  OF FORM OF BENEFIT

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DURING  THE 30 DAY  PERIOD  FOLLOWING  THE DATE ON WHICH HE IS GIVEN THE  NOTICE
DESCRIBED IN SECTION 5.2(D)."


5.  Section  2.8.3 of Schedule 2,  entitled  "Cash-out of Minimum  Benefit",  is
amended effective December 31, 1998 to read as follows:

     "(A) MANDATORY DISTRIBUTION. IN THE EVENT THAT A NUHP PARTICIPANT CEASES TO
BE AN  EMPLOYEE  AT A TIME  WHEN  THE  ACTUARIAL  PRESENT  VALUE OF HIS MRB PLAN
BENEFIT  DETERMINED UNDER SECTION 2.3.2 IS $5,000 OR LESS, THE PARTICIPANT SHALL
BE PAID THE BENEFIT AS PROVIDED IN SECTION 5.4 OF THE MRB PLAN."


6.  Section  3.9.5 of Schedule 3,  entitled  "Cash-out of Minimum  Benefit",  is
amended effective June 30, 1998 to read as follows:

     "(A)  MANDATORY  DISTRIBUTION.  IN THE EVENT THAT THE EMPLOYEE  STATUS OF A
DNSP  PARTICIPANT  CEASES AT A TIME WHEN THE ACTUARIAL  PRESENT VALUE OF HIS MRB
PLAN BENEFIT  DETERMINED  UNDER SECTION 3.4.2 IS $5,000 OR LESS, THE PARTICIPANT
SHALL BE PAID THE BENEFIT AS PROVIDED IN SECTION 5.4 OF THE MRB PLAN."


7.  Appendix  S3-A of Schedule 3, entitled  "Actuarial  Assumptions,  Tables and
Factors for Computing Plan Benefits," is amended effective  December 31, 2002 by
changing Section I.(1) to read as follows:

"(1) MORTALITY: THE APPLICABLE MORTALITY TABLE."


8.  Section  4.8.4 of Schedule 4,  entitled  "Cash-out of Minimum  Benefit",  is
amended effective June 30, 1998 to read as follows:

     "(A)  MANDATORY  DISTRIBUTION.  IN THE EVENT THAT THE EMPLOYEE  STATUS OF A
WADESBORO  PARTICIPANT  CEASES AT A TIME WHEN THE ACTUARIAL PRESENT VALUE OF HIS
MRB PLAN  BENEFIT  DETERMINED  UNDER  SECTION  4.3.2  IS  $5,000  OR  LESS,  THE
PARTICIPANT  SHALL BE PAID THE  BENEFIT AS  PROVIDED  IN SECTION  5.4 OF THE MRB
PLAN."

9.  Appendix  S4-A of Schedule 4, entitled  "Actuarial  Assumptions,  Tables and
Factors for Computing Plan Benefits," is amended effective  December 31, 2002 by
changing Section I.(1) to read as follows:

"(1) MORTALITY: THE APPLICABLE MORTALITY TABLE."


10.  Section 5.8.4 of Schedule 5,  entitled  "Cash-out of Minimum  Benefit",  is
amended effective December 31, 1998 to read as follows:

<PAGE>

     "(A)  MANDATORY  DISTRIBUTION.  IN THE EVENT THAT THE EMPLOYEE  STATUS OF A
YALE  PARTICIPANT  CEASES AT A TIME WHEN THE ACTUARIAL  PRESENT VALUE OF HIS MRB
PLAN BENEFIT  DETERMINED  UNDER SECTION 5.3.2 IS $5,000 OR LESS, THE PARTICIPANT
SHALL BE PAID THE BENEFIT AS PROVIDED IN SECTION 5.4 OF THE MRB PLAN."


11.  Appendix S5-A of Schedule 5, entitled  "Actuarial  Assumptions,  Tables and
Factors for Computing Plan Benefits," is amended effective  December 31, 2002 by
changing Section I.(1) to read as follows:

"(1) MORTALITY: THE APPLICABLE MORTALITY TABLE."


12.  Section 6.8.2 of Schedule 6,  entitled  "Cash-out of Minimum  Benefit",  is
amended effective February 28, 1999 to read as follows:

     "(A) MANDATORY  DISTRIBUTION.  IN THE EVENT THAT THE EMPLOYEE  STATUS OF AN
AMLIFTS PARTICIPANT CEASES AT A TIME WHEN THE ACTUARIAL PRESENT VALUE OF HIS MRB
PLAN BENEFIT  DETERMINED  UNDER SECTION 6.3.2 IS $5,000 OR LESS, THE PARTICIPANT
SHALL BE PAID THE BENEFIT AS PROVIDED IN SECTION 5.4 OF THE MRB PLAN."


13.  Appendix S6-A of Schedule 6, entitled  "Actuarial  Assumptions,  Tables and
Factors for Computing Plan Benefits," is amended effective  December 31, 2002 by
changing Section I.(1) to read as follows:

"(1) MORTALITY: THE APPLICABLE MORTALITY TABLE."


     IN WITNESS  WHEREOF,  this  instrument  of amendment has been executed by a
duly authorize officer of the Corporation this 28th day of December, 2005, to be
effective as of the dates recited herein.


                          COLUMBUS McKINNON CORPORATION


                          By     Timothy R. Harvey
                                 -----------------------------


                          Title: General Counsel and Secretary
                                 -----------------------------