COLUMBUS MCKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

              PROPOSED AMENDMENT NO. 5 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,  and as further
amended by Amendment Nos. 1, 2, 3 and 4, as permitted  under Section 10.1 of the
Plan, as follows:

1.      Section  1.22,  entitled  "Highly  Compensated  Employee",   is  amended
effective the first day of the first plan year beginning after December 31, 1996
by changing Section 1.22(a)(2)(B) to read as follows:

        "(B)    IF THE  CORPORATION  ELECTS BY PLAN AMENDMENT THE APPLICATION OF
THIS CLAUSE  1.22(A)(1)(B)  FOR THE PRECEDING YEAR, WAS IN THE TOP-PAID GROUP OF
EMPLOYEES  FOR SUCH  PRECEDING  YEAR.  FOR THIS  PURPOSE,  AN EMPLOYEE IS IN THE
TOP-PAID  GROUP  OF  EMPLOYEES  FOR  ANY  YEAR  IF THE  EMPLOYEE  IS IN A  GROUP
CONSISTING  OF THE TOP 20 PERCENT OF THE  EMPLOYEES  WHEN RANKED ON THE BASIS OF
COMPENSATION PAID DURING SUCH YEAR."

2.      Section  1.22,  entitled  "Highly  Compensated  Employee",   is  amended
effective April 1, 1998 by changing Section 1.22(c) to read as follows:

"(C)    MEANING OF  "COMPENSATION".  FOR THE PURPOSE OF THIS SECTION  1.22,  THE
TERM  "COMPENSATION"  MEANS COMPENSATION WITHIN THE MEANING OF SECTION 415(C)(3)
OF THE CODE AND SECTION  11.1(G) 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. "

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

        "(g)    "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


<PAGE>


                   Columbus McKinnon Corporation Monthly Retirement Benefit Plan
                              Page 2 of Amendment No. 5 of 1998 Plan Restatement



AFTER APRIL 1, 1989 EXCEED THE  APPLICABLE  CODE  SECTION  401(A)(17)  LIMIT SET
FORTH IN THE DEFINITION OF "EARNINGS" UNDER SECTION 1.15(B)."


4.      Section 12.2, entitled "Definitions", is amended effective April 1, 1998
by changing Section 12.2(j) to read as follows:

        "(J)    "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
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."


5.      Section 12.5,  entitled  "Application  of Top-Heavy  Rules",  is amended
effective April 1, 1998 by changing Section 12.5(c) to read as follows:

        "(C)    LIMITATION  ON  BENEFITS.  THE  DOLLAR  LIMITATIONS  TAKEN  INTO
ACCOUNT UNDER CODE SECTION 415(E) IN COMPUTING THE DEFINED BENEFIT PLAN FRACTION
AND THE DEFINED CONTRIBUTION PLAN FRACTION SHALL BE ADJUSTED AS PROVIDED IN CODE
SECTION 416(H). THIS SECTION 12.5(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
                                                   --------------------------