COLUMBUS McKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                  Amendment No. 1 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, as permitted under
Section 10.1 of the Plan, as follows:

        1. Section 1.22,  entitled  "Highly  Compensated  Employee",  is amended
effective April 1, 1998 to read as follows:

        1.22 "Highly  Compensated  Employee"  includes highly compensated active
        employees and highly compensated former employees.

               (a) A highly compensated active employee means any Employee who:

                    (1) was a 5-percent  owner (as defined in Section  416(i)(1)
                of the  Code) of the  Corporation  or an  Affiliate  at any time
                during the current or preceding  year,  or

                    (2) for the preceding year--

                            (A) had  compensation  from the  Corporation and all
                     Affiliates  in  excess  of  $80,000  (as  adjusted  by  the
                     Secretary of the Treasury pursuant to Section 415(d) of the
                     Code,  except  that the base period  shall be the  calendar
                     quarter ending September 30, 1996), and

                            (B) if the  Corporation  elects the  application  of
                     this clause  1.22(a)(2)(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.

               (b) A former Employee shall be highly compensated employee if:

                    (1) the Employee was a Highly Compensated  Employee when the
                Employee separated from service, or

                    (2) the  Employee was a Highly  Compensated  Employee at any
                time after attaining age 55.

<PAGE>

COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
Page 2 of Amendment No. 1 of 1998 Plan Restatement

                  (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. For Plan Years beginning before January
         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.

                  (d) Application of Code and Regulations.  The determination of
         who is a Highly Compensated  Employee,  including the determinations of
         the number and identity of Employees  in the top-paid  group,  shall be
         made in accordance  with Section 414(q) of the Code and the regulations
         thereunder.

        2. Section 4.4, entitled "55/15 Early Retirement  Benefit",  is amended
effective  April 1,  1998 to  correct  a  typographical  error by  changing  the
reference  to  "62/25  early  retirement  benefit"  to "55/15  early  retirement
benefit."

        3. 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.  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 an  interest  rate equal to the greater of the rate
         specified in the Plan or 5 percent.

        4. Table 3 of Appendix A is amended  effective  April 1, 1998 to read as
follows:

                                   APPENDIX A

                                     TABLE 3

TABLE OF ACTUARIAL  EQUIVALENT  FACTORS TO BE USED IN DETERMINING  THE AMOUNT OF
LIFE ANNUITY COMMENCING ON AN EARLY RETIREMENT DATE

<PAGE>

COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
Page 3 of Amendment No. 1 of 1998 Plan Restatement

                Age at Early                            Actuarial
              Retirement Date                       Equivalent Factor
              ---------------                       -----------------

                    65                                   1.000

                    64                                    .906

                    63                                    .824

                    62                                    .750

                    61                                    .685

                    60                                    .626

                    59                                    .574

                    58                                    .527

                    57                                    .484

                    56                                    .446

                    55                                    .411


Factors will be  determined  by  interpolation  based on the attained age to the
completed month.

        5. New Schedule 2, entitled "Pension Plan for Non-Union Hourly Employees
of Columbus McKinnon Corporation,  Merger into the MRB Plan, Treatment of Former
Participants"  is added  to the Plan  effective  December  31,  1998 in the form
attached to this Amendment No. 1 and incorporated herein by this reference.

        6. New Schedule 5, entitled  "Duff-Norton Company, Inc. Pension Plan for
Salaried Employees of Yale Hoists, Merger into the MRB Plan, Treatment of Former
Participants"  is added  to the Plan  effective  December  31,  1998 in the form
attached to this Amendment No. 1 and incorporated herein by this reference.

        7. New Schedule 6, entitled  "Duff-Norton  Company, Inc. Retirement Plan
for Employees of American Lifts Division, Merger into the MRB Plan, Treatment of
Former  Participants"  is added to the Plan  effective  February 28, 1999 in the
form attached to this Amendment No. 1 and incorporated herein by this reference.


<PAGE>

COLUMBUS McKINNON CORPORATION MONTHLY RETIREMENT BENEFIT PLAN
Page 4 of Amendment No. 1 of 1998 Plan Restatement


        8. Schedule 3, entitled  "Retirement Plan for Salaried  Employees of the
Duff-Norton   Companies,   Merger  into  the  MRB  Plan,   Treatment  of  Former
Participants"  is  amended  and  restated  effective  June 30,  1998 in the form
attached to this Amendment No. 1 and incorporated herein by this reference.

        9. Schedule 4, entitled  "Duff-Norton  Company, Inc. Retirement Plan for
Wadesboro  Hourly  Employees,  Merger  into the MRB  Plan,  Treatment  of Former
Participants"  is  amended  and  restated  effective  June 30,  1998 in the form
attached to this Amendment No. 1 and incorporated herein by this reference.

               IN  WITNESS  WHEREOF,  this  instrument  of  amendment  has  been
executed  by a duly  authorized  officer  of the  Corporation  this  10th day of
December, 1998, to be effective as of the dates recited herein.

                                   COLUMBUS McKINNON CORPORATION


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


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