<PAGE>

                                                                   Exhibit 10.39


                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 3 OF THE 1998 PLAN RESTATEMENT

         Columbus McKinnon Corporation (the "Corporation") hereby amends the
Columbus McKinnon Corporation Thrift 401(K) Plan (the "Plan"), as amended and
restated in its entirety effective January 1, 1998, and as further amended by
Amendment Nos. 1 and 2, as permitted under Section 14.1 of the Plan, as follows:

                        Amendments Effective Before 2001

1.       Section 1.3, entitled "Actual Contribution Percentage Test or ACP
         Test", is amended effective January 1, 1997 by deleting Section 1.3(c)
         (Use of Contribution Percentage from Preceding Plan Year).

2.       Section 1.4, entitled "Actual Deferral Percentage Test or ADP Test", is
         amended effective January 1, 1997 by deleting Section 1.4(c) (Use of
         Deferral Percentage from Preceding Plan Year).

3.       Section 1.14, entitled "Eligible Employee" is amended effective January
         1, 1998 by adding the following heading to Section 1.14(d): "Exclusion
         of Certain Employees Before April 1, 1998".


4.       Section 1.19, entitled "Highly Compensated Employee", is amended
         effective January 1, 1997 by renumbering Section 1.19(b)(1)
         as Section 1.19(b)(2) and adding new Section 1.19(b)(1) to read as
         follows:

                           "(1) Meaning of "Compensation". For the purpose of
                  determining whether an Employee is a Highly Compensated
                  Employee, "Compensation" has the meaning given such term in
                  Code Section 415(c)(3) (e.g., W-2 wages increased by elective
                  deferrals etc. and not reduced by any items)."

5.       Section 1.38, entitled "A Year of Vesting Service", is amended
         effective January 1, 1998 by deleting Section 1.38(b)(2) and
         substituting the following Sections 1.38(b)(2) and 1.38(b)(3):

                           "(2) Five Year Break in Service. If an Employee
                  incurs five (5) consecutive one-year Breaks in Service, Years
                  of Vesting Service completed after such Breaks in Service
                  shall not be taken into account in determining the Employee's
                  nonforfeitable percentage in his Account Balance derived from
                  Matching Contributions made before such 5-year period.

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 2 of Amendment No. 3 of the 1998 Plan Restatement


                           (3) Rule of Parity. If an Employee who has not become
                  partially vested in his Matching Contribution Account incurs a
                  number of consecutive one-year Breaks in Service which equals
                  or exceeds the greater of five or the aggregate number of the
                  Employee's prior Years of Vesting Service (determined without
                  regard to his age but excluding therefrom any Years of Vesting
                  Service disregarded by reason of any prior Break in Service),
                  the service credited prior to the Break in Service shall
                  thereafter be excluded from his Years of Vesting Service."

6.       Section 4.4, entitled "Distribution of Excess Contributions" is amended
         effective January 1, 1997 to read as follows:

         "4.4     Distribution of Excess Contributions.

                  (a) Required Distribution. If the Actual Deferral Percentage
         Test has not been satisfied for the Plan Year after all contributions
         have been made under the Plan for the Plan Year, the Committee shall,
         as soon as practicable but in no event later than the close of the
         following Plan Year, distribute the excess contributions, as defined in
         Section 4.4(b), to the Highly Compensated Employees in the manner
         provided in Section 4.4(c) together with an allocable share of income
         determined in accordance with Section 4.4(d). The Committee shall make
         every reasonable effort to make any distribution under this Section 4.4
         on or before March 15 of the Plan Year following the Plan Year for
         which the ADP Test was not satisfied. If such distribution includes
         contributions which qualified for Matching Contributions, the Matching
         Contributions attributable thereto shall be forfeited.

                  (b) Calculation of Excess Contributions. For purposes of this
         Section 4.4, the term "excess contributions" means the excess of--

                       (1) the aggregate amount of Salary Reduction
                  Contributions actually paid over to the Trust on behalf of
                  Highly Compensated Employees for the Plan Year, over

                       (2) the maximum amount of such contributions permitted
                  under the ADP Test (determined by reducing contributions made
                  on behalf of Highly Compensated Employees in the order of the
                  actual deferral percentages beginning with the highest of such
                  percentages).

                  (c) Distribution of Excess Contributions. Any distribution of
         excess contributions shall be made to the Highly Compensated
         Employee(s) with the highest dollar amount of Salary Reduction
         Contributions for the Plan Year in such manner that no Highly
         Compensated Employee receives a distribution of


<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 3 of Amendment No. 3 of the 1998 Plan Restatement


         excess contributions until the higher dollar amounts of Salary
         Reduction Contributions of all other Highly Compensated Employees (if
         any) have been distributed first. Any Matching Contributions that are
         attributable to excess contributions distributed pursuant to this
         Section 4.4 shall be forfeited and used to reduce Employer
         contributions or used to pay Plan administration expenses.

                  (d) Income (or Loss) Allocable to Excess Contributions.

                       (1) Standard Allocation Method. The income (or loss)
                  allocable to excess contributions that were distributed in
                  accordance with Section 4.4(c) shall be determined by
                  multiplying the income (or loss) allocable to the
                  Participant's Salary Reduction Contribution Account for the
                  Plan Year by a fraction [1] the numerator of which is the
                  excess contributions distributed to the Participant and [2]
                  the denominator of which is the account balance of the
                  Participant's Salary Reduction Contribution Account as of the
                  beginning of the Plan Year increased by the Participant's
                  Salary Reduction Contributions for such Plan Year.

                       (2) Alternative Allocation Method. As an alternative to
                  the standard method of allocating income (or loss) to excess
                  contributions described in Section 4.4(d)(1), the Committee
                  may use any reasonable method for computing income allocable
                  to excess contributions provided that the method does not
                  violate Code Section 401(a)(4), is used consistently for all
                  Participants and for all corrective distributions under the
                  Plan for that Plan Year, is used for allocating income to
                  Participants' Accounts, and/or satisfies such other
                  requirements as may be set forth in Treasury Regulations."

7.       Section 4.5, entitled "Distribution of Excess Aggregate Contributions"
         is amended effective January 1, 1997 to read as follows:

         "4.5     Distribution of Excess Aggregate Contributions.

                  (a) Required Distribution. If Matching Contributions for a
         Plan Year do not satisfy the Actual Contribution Percentage Test after
         all contributions have been made under the Plan for such Plan Year, the
         Committee shall, as soon as practicable but in no event later than the
         last day of the following Plan Year, distribute the excess aggregate
         contributions, as defined in Section 4.5(b), and income (or loss)
         allocable thereto to the Participants on whose behalf such excess
         aggregate contributions were made in accordance with Section 401(m)(6)
         of the Code and Treasury Regulations thereunder. The Committee shall
         make every reasonable effort to make any distribution under this
         Section 4.5 on or before March 15 of the Plan Year following the Plan
         Year for which the Actual Contribution Percentage Test was not
         satisfied.

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 4 of Amendment No. 3 of the 1998 Plan Restatement


                  (b) Calculation of Excess Aggregate Contributions. For
         purposes of this Section 4.5, the term "excess aggregate contributions"
         means the excess of--

                       (1) the aggregate amount of Matching Contributions
                  actually paid over to the Trust on behalf of Highly
                  Compensated Employees for the Plan Year, over

                       (2) the maximum amount of such contributions permitted
                  under the ACP Test (determined by reducing contributions made
                  on behalf of Highly Compensated Employees in the order of the
                  actual contribution percentages beginning with the highest of
                  such percentages).

                  (c) Distribution of Excess Aggregate Contributions. Any
         distribution of excess aggregate contributions shall be made to the
         Highly Compensated Employee(s) with the highest dollar amount of
         Matching Contributions for the Plan Year in such manner that no Highly
         Compensated Employee receives a distribution of excess contributions
         until the higher dollar amounts of Matching Contributions of all other
         Highly Compensated Employees (if any) have been distributed first.

                  (d) Income or Loss Allocable to Excess Aggregate
         Contributions. The income or loss allocable to excess aggregate
         contributions for the Plan Year shall be determined in a manner similar
         to the determination of income or loss allocable to excess
         contributions under Section 4.4(b)."

8.       Section 7.4, entitled "Investment Elections", is amended effective
         January 28, 2000 to read as follows:

         "7.4     Investment Elections.

                  (a)  Initial Election.

                       (a) Salary Reduction Contributions. Each Participant
                  shall submit an investment election designating that his
                  future Salary Reduction Contributions are to be invested in
                  one or more of the Investment Funds, in multiples of 5%, or in
                  multiples of such other percentage as may be authorized by the
                  Committee. The investment election shall be submitted in a
                  manner prescribed by the Committee. If a Participant fails to
                  submit an investment election, the Participant shall be deemed
                  to have elected 100% Guaranteed Investment Contract (GIC) Fund
                  or such other default Investment Fund as may be selected by
                  the Committee. An election under this Section 7.4(a) shall be
                  effective as of the effective date of the Participant's
                  participation in the Plan, and shall remain in effect until
                  changed in accordance with Section 7.4(b).

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 5 of Amendment No. 3 of the 1998 Plan Restatement


                       (b) Matching Contributions. A Participant's Matching
                  Contributions shall be invested in the same percentages and
                  the same Investment Funds as his Salary Reduction
                  Contributions.

                       (c) Rollover Contribution. Each Participant who makes a
                  rollover contribution shall designate in writing one or more
                  Investment Funds in which such contribution is to be invested,
                  in multiples of 5%, or in multiples of such other percentage
                  as may be authorized by the Committee. Such designation shall
                  be provided to the Committee at least 15 days before the
                  rollover is made.

                  (b) Change of Election. A Participant may change his
         investment election for future Salary Reduction Contributions by
         submitting a new investment election in a manner prescribed by the
         Committee. Such change in investment election shall be effective as
         soon as administratively reasonable, as determined by the Committee.

                  (c) Reinvestment of Existing Balances.

                       (1) In General. A Participant (including a former
                  Employee who has not received complete distribution of his
                  Accounts) may direct that all or a portion of his existing
                  balances in any Investment Fund be reinvested in one or more
                  different Investment Funds, in such percentages or fractions
                  permitted under Section 7.4(a) as he shall specify.

                       (2) When Reinvestment Becomes Effective. Transfers out of
                  or into any Investment Fund (subject to restrictions imposed
                  by individual Investment Funds) shall be given effect as soon
                  as administratively reasonable after the Participant has
                  submitted the relevant change in investment election.

                       (3) Limitations on Reinvestment. The Committee by rule of
                  general application may limit the number of elections pursuant
                  to this Section 7.4(c) that may be made during a Plan Year or
                  other period."

9.       Schedule A, entitled "Participating Employers and Eligible Employees",
         is amended effective September 1, 1999 by amending Section 1 thereof to
         read as follows:

         "1.      Columbus McKinnon Corporation (April 1, 1984)

                  Columbus McKinnon Corporation established the Plan effective
                  August 1, 1984. The Plan was amended effective April 1, 1998
                  to cover nonunion employees of Columbus McKinnon Corporation
                  who satisfy the definition of "Eligible Employee". Prior to
                  April 1, 1998, the Plan covered selected groups of nonunion
                  employees of Columbus McKinnon Corporation, as follows:

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 6 of Amendment No. 3 of the 1998 Plan Restatement


                       (i) as of April 1, 1984, any Employee compensated on the
                  basis of a regular fixed weekly, bi-weekly, monthly or
                  semi-monthly salary as opposed to an hourly wage (but
                  including office Employees regardless of how compensated);

                       (ii) as of January 1, 1989, any nonunion factory Employee
                  regularly employed in the Corporation's Tonawanda, New York
                  facility, regardless of how compensated;

                       (iii) as of December 31, 1989, any person employed by
                  Positech Corporation, regardless of how compensated and (iv)
                  as of January 1, 1992, any nonunion factory Employee regularly
                  employed in the Corporation's Lexington, Tennessee, Manatee,
                  Florida or Chattanooga, Tennessee facility, regardless of how
                  compensated;

                       (iv) as of February 24, 1995, any person regularly
                  employed at the Positech division of the Corporation,
                  regardless of how compensated; and

                       (v) as of April 1, 1995, any Employee regularly employed
                  by the Corporation's Durbin Durco Division in Reform, Alabama
                  who is compensated on the basis of a regular fixed weekly,
                  bi-weekly, monthly or semi-monthly salary and who is exempt
                  from overtime pay under the Fair Labor Standards Act.

                  Employees of Columbus McKinnon Corporation who may be
                  Eligible Employees include all nonunion Employees."

10.      Schedule A, entitled "Participating Employers and Eligible Employees",
         is amended effective September 1, 1999 by amending the heading of
         Section 6 thereof to read as follows:

         "6.      Washington Equipment Company  (June 1, 2000)"

11.      Schedule A, entitled "Participating Employers and Eligible Employees,
         is amended effective September 1, 1999 by amending the heading of
         Section 7 thereof to read as follows:

         "7.      Gaffey, Inc.  (June 1, 2000)"

12.      Schedule A, entitled "Participating Employers and Eligible Employees",
         is amended effective September 1, 1999 by amending the heading of
         Section 8 thereof to read as follows:

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 7 of Amendment No. 3 of the 1998 Plan Restatement


         "8.      Handling Systems and Conveyors, Inc.  (June 1, 2000)"

13.      Section 9.4, entitled "Eligible Rollover Distribution", is amended
         effective January 1, 2000 by changing Section 9.4(a)(1) to read as
         follows:

                           (1) "Eligible Rollover Distribution." An "eligible
                  rollover distribution" is any distribution of all or any
                  portion of the balance to the credit of the distributee,
                  except that an eligible rollover distribution does not
                  include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  distributee or the joint lives (or joint life expectancies) of
                  the distributee and the distributee's designated beneficiary,
                  or for a specified period of 10 years or more; any
                  distribution to the extent such distribution is required under
                  section 401(a)(9) of the Code; effective after December 31,
                  1999, any hardship distribution described in Code Section
                  401(k)(2)(B)(i)(IV); and the portion of any distribution that
                  is not included in gross income (determined without regard to
                  the exclusion for net unrealized appreciation with respect to
                  employer securities).

14.      Section 12.4, entitled "Return of Contributions", is amended effective
         January 1, 1998 to add the words "was made" at the end of Section
         12.4(a) and to delete the sentence "If such Employee receive a
         contribution returned pursuant to this Section 12.4, it shall pay any
         portion of the amount returned that represents a salary Reduction
         Contribution to the Participant on whose behalf of the contribution was
         made." from Section 12.4(b).

15.      Section 15.5, entitled "Application of Top-Heavy Rules", is amended
         effective January 1, 1998 by changing Section 15.5(d) to read as
         follows:

                  (d) Special Vesting. The vesting schedule set forth at Section
         ?(d) shall not change if the Plan becomes a Top-Heavy Plan.

                      Amendments Effective January 1, 2001

16.      Section 1.6, entitled "Base Pay", is amended effective January 1, 2001
         by amending Section 1.6(a) to read as follows:

                  "(a) In General. "Base Pay" means, with respect to a
         Participant for a pay period or other period, the Participant's
         compensation as defined in Code Section 415(c)(3) and Treasury
         Regulation ss. 1.415-2(d)(11)(i) ("wages" reported on Form W-2), which
         is paid to the Participant on any pay day with respect to such pay
         period or other period by one or more Employers. The phrase "aggregate
         Base Pay" with respect to a Plan Year or other period means the sum of
         the periodic payments of Base Pay made to a Participant during such
         Plan Year or other period.

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 8 of Amendment No. 3 of the 1998 Plan Restatement


                       (1) Base Pay is increased by elective deferrals as
                  defined in Code Section 402(g)(3) and by amounts excludable
                  from the Participant's gross income pursuant to Code Sections
                  125, 132(f)(4) or 457.

                       (2) Base Pay is reduced by reimbursements or other
                  expense allowances, cash and noncash fringe benefits, moving
                  expenses, deferred compensation and welfare benefits, any
                  special payments, and any amounts treated as wages with
                  respect to restricted stock granted to a Participant (even if
                  the foregoing items are includible in the Participant's gross
                  income)."

17.      Section 1.33, entitled "Testing  Compensation",  is amended effective
         January 1,  2001 by amending  Section 1.33(a) to read as follows:

                  "(a) In General. "Testing Compensation" means, with respect to
         each Employee, and for each Plan Year or other period, the Employee's
         compensation as defined in Code Section 415(c)(3) and Treasury
         Regulation ss.1.415-2(d)(11)(i) ("wages" reported on Form W-2), which
         is paid to the Employee by the Corporation and each Affiliate during
         the Plan Year or other period.

                       (1) Testing Compensation is increased by elective
                  deferrals as defined in Code Section 402(g)(3) and by amounts
                  excludable from the Employee's gross income pursuant to Code
                  Sections 125, 132(f)(4) or 457.

                       (2) Testing Compensation is reduced by reimbursements or
                  other expense allowances, cash and noncash fringe benefits,
                  moving expenses, deferred compensation and welfare benefits,
                  any special payments, and any amounts treated as wages with
                  respect to restricted stock granted to a Participant (even if
                  the foregoing items are includable in the Employee's gross
                  income)."

18.      Schedule 2, entitled Merger into the Plan of the Columbus McKinnon
         Corporation Savings and Retirement Plan - Nonunion Portion, is amended
         effective January 1, 2001 by replacing the text in Sections S2.5(c) and
         S2.6 with the word "Deleted".

19.      Schedule 3, entitled Merger into the Plan of the Washington Equipment
         Company 401(k) Retirement & Savings Plan, is amended effective January
         1, 2001 by replacing the text in Sections S3.5(c) and S3.6 with the
         word "Deleted".

20.      Schedule 4, entitled "Merger into the Plan of the Automatic Systems,
         Inc. 401(k) Savings Plan", is amended effective January 1, 2001 by
         replacing the text in Sections S4.5(c) and S4.6 with the word
         "Deleted".

                      Amendments Effective January 1, 2002

21.      Section 1.6, entitled "Base Pay", is amended effective January 1, 2002
         by changing Section 1.6(b) to read as follows:





<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                          Page 9 of Amendment No. 3 of the 1998 Plan Restatement


                  "(b) Code Section 401(a)(17) Limit. In addition to all other
         applicable limitations set forth in the Plan, and notwithstanding any
         other provision in the Plan to the contrary, for any Plan Year or other
         12-month period beginning on or after January 1, 1989, the Base Pay of
         each Employee taken into account under the Plan shall not exceed the
         "Code Section 401(a)(17) Limit." If a Plan Year or other determination
         period consists of fewer than 12 months, the "Code Section 401(a)(17)
         Limit" shall be multiplied by a fraction, the numerator of which is the
         number of months in the Plan Year or other determination period and the
         denominator of which is 12.

                       (1) Limit Effective January 1, 1989 to December 31, 1993.
                  The "Code Section 401(a)(17) Limit" for any Plan Year or other
                  12-month period beginning between January 1, 1989 and December
                  31, 1993, inclusive, shall be $200,000 or such larger amount
                  as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17).

                       (2) Limit Effective January 1, 1994 to December 31, 2001.
                  The "Code Section 401(a)(17) Limit" for any Plan Year or other
                  12-month period beginning between January 1, 1994 and December
                  31, 2001, inclusive, shall be $150,000 or such larger amount
                  as the Secretary of the Treasury may determine for such
                  calendar year under Code Section 401(a)(17).

                       (3) Limit Effective on and after January 1, 2002. The
                  "Code Section 401(a)(17) Limit" for any Plan Year or other
                  12-month period beginning after December 31, 2001 shall be
                  $200,000 or such larger amount as the Secretary of the
                  Treasury may determine for such calendar year under Code
                  Section 401(a)(17)."

22.      New Section 1.9A, entitled "Catch-up Contribution", is added effective
         January 1, 2002 to read as follows:

         "1.9A "Catch-up Contribution" means a contribution described in Section
3.4."

23.      Section 1.33, entitled "Testing Compensation", is amended effective
         January 1, 2002 by changing Section 1.33(b) to read as follows:

                  (b) Code Section 401(a)(17) Limit. Testing Compensation shall
         be subject to the same limit under Code Section 401(a)(17) as Base Pay,
         as set forth in Section 1.6(b)."

24.      Section 3.1, entitled Salary Reduction Contribution, is amended
         effective January 1, 2002 to change "15 percent" where it appears
         therein to "30 percent".





<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 10 of Amendment No. 3 of the 1998 Plan Restatement


25.      New Section 3.4, entitled "EGTRRA Catch-up Contributions" is added to
         the Plan effective January 1, 2002, to read as follows:

         "3.4 Catch-up Contributions.

                  (a) Contributions Permitted. All Employees who are eligible to
         have Salary Reduction Contributions made on their behalf under Section
         3.1 and who will attain age 50 on or before the last day of any
         calendar year coincident with or preceding the Plan Year shall be
         eligible to make Catch-up Contributions in accordance with, and subject
         to the limitations of, Code Section 414(v).

                  (b) Treated as Salary Reduction Contributions. Catch-up
         Contributions shall be treated as additional Salary Reduction
         Contributions for all purposes of the Plan except as otherwise provided
         in Code Section 414(v), regulations and other guidance issued
         thereunder, and this Section 3.4.

                  (c) Certain Limits Inapplicable. Catch-up Contributions shall
         not be taken into account for purposes of the provisions of the Plan
         implementing the limitations of Sections 402(g) and 415 of the Code.
         The Plan shall not be treated as failing to satisfy the provisions of
         the Plan implementing the requirements of Section 401(k)(3) ,
         401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by
         reason of the making of such Catch-up Contributions.

                  (d) Plan Administrative Procedures. The Committee shall
         implement appropriate administrative procedures to deal with Catch-up
         Contributions including, without limitation, rules regarding whether
         such contributions can be made in a single sum and/or pro rata during
         the year.

                  (e) Effective Date. This Section 3.4 shall be effective as of
         January 1, 2002 or such later date, determined by the Committee in its
         discretion, when appropriate Plan administrative procedures have been
         implemented."

26.      Section 4.1, entitled "Maximum Amount of  Contributions", is amended
         effective January 1, 2002 to read as follows:

         "4.1 Maximum Amount of Contributions.

                  (a) Limitation on Annual Additions. In no event shall the sum
         of contributions credited to a Participant's Accounts for any
         Limitation Year be in an amount that would cause the Annual Addition
         for such Participant to exceed the amount permitted under Section 5.1,
         except to the extent permitted under Section 3.4 and Code Section
         414(v) with respect to Catch-up Contributions.

                  (b) Limitation Based on Employer Deductions. In no event shall
         contributions under the Plan in any taxable year of the Employer exceed
         the

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 11 of Amendment No. 3 of the 1998 Plan Restatement


         maximum amount deductible under Code Section 404. All contributions
         under the Plan that must be taken into account for purposes of applying
         the Code Section 404 limitation on Employer deductions are conditioned
         on their deductibility under Code Section 404.

                  (c) Limitation on Salary Reduction Contributions. In no event
         shall Salary Reduction Contributions made on behalf of any Participant
         for any taxable year exceed the dollar limitation contained in Code
         Section 402(g) in effect for such taxable year, except to the extent
         permitted under Section 3.4 and Code Section 414(v) with respect to
         Catch-up Contributions.

                  (d) Special Nondiscrimination Limitations. In no event shall
         Salary Reduction Contributions or Matching Contributions made by or on
         behalf of a Highly Compensated Employee for any Plan Year exceed the
         limits under Section 4.2, except to the extent permitted under Section
         3.4 and Code Section 414(v) with respect to Catch-up Contributions."

27.      Section 4.2, entitled "Nondiscrimination Requirements", is amended
         effective January 1, 2002 by changing Section 4.2(c)(6) to read as
         follows:

                  "(6) No Multiple Use of Alternative Limitations. The
         prohibition against multiple use of alternative limitations shall not
         apply with respect to Plan Years beginning on or after January 1,
         2002."

28.      Article 5, entitled "Limitation on Annual Additions", is amended
         effective January 1, 2002 to read as follows:

                                   "ARTICLE 5

                         LIMITATION ON ANNUAL ADDITIONS

         5.1 Limitation on Annual Additions. Except to the extent permitted
         under Section 3.4 of the Plan and Code Section 414(v) with respect to
         Catch-up Contributions, if applicable, the Annual Addition that may be
         contributed or allocated to a Participant's Account under the Plan for
         any Limitation Year shall not exceed the lesser of:

                  (1) $40,000, as adjusted for increases in the cost-of-living
         under Code Section 415(d), or

                  (2) 100 percent of the Participant's Taxable Compensation, for
         the Limitation Year. The compensation limit referred to in this
         Paragraph (2) shall not apply to any contribution for medical benefits
         after separation from service (within the meaning of section 401(h) or

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 12 of Amendment No. 3 of the 1998 Plan Restatement


         section 419A(f)(2) of the Code) which is otherwise treated as an Annual
         Addition.

This Section 5.1 shall be effective for Limitation Years beginning after
December 31, 2001.

         5.2 Definitions. The following terms shall have the following meanings
         for the purpose of this ARTICLE 5:

                  (a) "Annual Addition" means, in the case of any Participant
         and with respect to this Plan, the sum for any Limitation Year of all
         Contributions credited to the Participant's Accounts for such year,
         unreduced by any distributions under Section 4.4 (excess
         contributions), Section 4.5 (excess aggregate contributions or Section
         4.6 (excess deferrals) (except as provided in Treasury Regulations
         under Code Section 415(c)(2)). "Annual Addition" means, in the case of
         any Participant and with respect to all other defined contribution
         plans maintained by the Corporation or any Affiliate, the sum for any
         Limitation Year of all (i) employer contributions, employee
         contributions, and forfeitures, as described in Section 415(c)(2) of
         the Code and Treasury regulations thereunder, unreduced by any
         distributions of excess contributions, excess aggregate contributions,
         or excess deferrals (except as provided in Treasury Regulations under
         Code Section 415(c)(2)), and (ii) amounts described under Section
         415(l)(1) and Section 419(d)(2) of the Code credited to the
         Participant's accounts for the Limitation Year.

                  (b) "Affiliate" means an "Affiliate" as defined in Section 1.5
         except that, for purposes of this Article 5, membership in a controlled
         group of corporations shall be determined on the basis of a 50% control
         test rather than an 80% control test.

                  (c) "Taxable Compensation" means, with respect to a
         Participant for each Limitation Year, compensation as defined under
         Code Section 415(c)(3) and the Treasury Regulations thereunder. In no
         event shall a Participant's Taxable Compensation for a Limitation Year
         beginning on or after January 1, 1989 exceed the applicable Code
         Section 401(a)(17) Limit set forth in Section 1.6(b)

         5.3 Adjustment to Reduce Annual Addition. A Participant's Annual
         Addition under the Plan shall be reduced to satisfy the limitation of
         Section 5.1 as follows:

                  (a) Any Salary Reduction Contribution not yet paid to the
         Trustee for the Limitation Year shall not be made. The Salary Reduction
         Contribution shall be paid instead to the Participant.

                  (b) Any Salary Reduction Contribution already paid to the
         Trustee for the Limitation Year shall, to the extent permitted by the
         Code and Treasury

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 13 of Amendment No. 3 of the 1998 Plan Restatement


         Regulations, be withdrawn from the Trust Fund and distributed to the
         Participant together with gains attributable to such Salary Reduction
         Contribution.

                  (c) If the Annual Addition for any Participant exceeds the
         limitations of Section 5.1 after the adjustments described in Section
         5.3(a) and Section 5.3(b), the excess amounts in the Participant's
         Accounts shall be held unallocated in a suspense account and used to
         reduce Salary Reduction Contributions for the next Limitation Year (and
         succeeding Limitation Years, as necessary) for the Participant if that
         Participant is covered by the Plan as of the end of the Limitation
         Year. However, if the Participant is not covered by the Plan as of the
         end of the Limitation Year, then the excess amounts shall be held
         unallocated in a suspense account for the Limitation Year and allocated
         and reallocated in the next Limitation Year to all of the remaining
         Participants in the Plan so as to reduce Salary Reduction Contributions
         for the next Limitation Year (and succeeding Limitation Years, as
         necessary) for all of the remaining Participants. If a 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 suspense account shall be allocated and reallocated to
         the Participants before any Salary Reduction Contributions are made
         under the Plan for the Limitation Year.

         5.4 Application of Code Section 415. No Annual Addition payable under
         the Plan shall exceed the applicable limitations set forth in Code
         Section 415 and the regulations thereunder, which are incorporated
         herein by this reference. Code Section 415 shall govern over any
         contrary provision in this Article 5."

29.      Section 8.4, entitled "Restrictions on Distribution" is amended
         effective January 1, 2002 to read as follows:

         8.4 Restrictions on Distributions. Not withstanding any provision in
         the Plan to the contrary, no distribution of a Participant's Salary
         Reduction Account shall occur earlier than [1] severance from
         employment, death or disability, [2] termination of the Plan, [3] the
         Participant's attainment of age 59-1/2, or [4] upon hardship of the
         Participant within the meaning of Code Section 401(k)(2)(B)(IV) and
         Treasury Regulations promulgated thereunder."

30.      Section 9.4, entitled "Eligible Rollover Distributions", is amended
         effective January 1, 2002 by adding new Section 9.4(f) to read as
         follows:

         "(f) EGTRRA Amendment.

                  (1) Effective Date. This subsection (f) shall apply to
         distributions made after December 31, 2001.

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 14 of Amendment No. 3 of the 1998 Plan Restatement


                  (2) Modification of Definition of Eligible Retirement Plan.
         For purposes of the direct rollover provisions in this Section 9.4, an
         Eligible Retirement Plan shall also mean an annuity contract described
         in section 403(b) of the Code and an eligible plan under section 457(b)
         of the Code which is maintained by a state, political subdivision of a
         state, or any agency or instrumentality of a state or political
         subdivision of a state and which agrees to separately account for
         amounts transferred into such plan from this Plan. The definition of
         Eligible Retirement Plan shall also apply in the case of a distribution
         to a surviving spouse, or to a spouse or former spouse who is the
         alternate payee under a Qualified Domestic Relation Order.

                  (3) Modification of Definition of Eligible Rollover
         Distribution to Exclude Hardship Distributions. For purposes of the
         direct rollover provisions in this Section 9.4, any amount that is
         distributed on account of hardship shall not be an eligible rollover
         distribution and the distributee may not elect to have any portion of
         such a distribution paid directly to an Eligible Retirement Plan.

                  (4) Modification of Definition of Eligible Rollover
         Distribution To Include After-tax Employee Contributions. For purposes
         of the direct rollover provisions in this Section 9.4, a portion of a
         distribution shall not fail to be an Eligible Rollover Distribution
         merely because the portion consists of after-tax employee contributions
         which are not includible in gross income. However, such portion may be
         transferred only to an individual retirement account or annuity
         described in section 408(a) or (b) of the Code, or to a qualified
         defined contribution plan described in section 401(a) or 403(a) of the
         Code that agrees to separately account for amounts so transferred,
         including separately accounting for the portion of such distribution
         which is includible in gross income and the portion of such
         distribution which is not so includible"

31.      Section 10.3, entitled "Hardship Withdrawals", is amended effective
         January 1, 2002 to substitute "6-month period" for "twelve-month
         period" wherever it appears in Section 10.3(e)(2).

32.      Section 15.7, entitled "Change in the Law", is replaced effective
         January 1, 2002 with a new Section 15.7 which shall read as follows:

         "15.7 EGTRRA Amendment.

                  (a) Effective date. This Section 15.7 shall apply for purposes
         of determining whether the Plan is a top-heavy plan under Section
         416(g) of the Code for Plan Years beginning after December 31, 2001,
         and whether the Plan

<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 15 of Amendment No. 3 of the 1998 Plan Restatement


         satisfies the minimum benefits requirements of Section 416(c) of the
         Code for such years. This section shall govern over any contrary
         provision in this Article 15.

                  (b) Determination of Top-Heavy Status.

                       (1) Key Employee. Key Employee means any employee or
                  former employee (including any deceased employee) who at any
                  time during the Plan Year that includes the Determination Date
                  was an officer of the Employer having annual compensation
                  greater than $130,000 (as adjusted under section 416(i)(1) of
                  the Code for plan years beginning after December 31, 2002), a
                  5-percent owner of the employer, or a 1 percent owner of the
                  employer having annual compensation of more than $150,000. For
                  this purpose, annual compensation means compensation within
                  the meaning of section 415(c)(3) of the Code. The
                  determination of who is a Key Employee will be made in
                  accordance with section 416(i)(1) of the Code and the
                  applicable regulations and other guidance of general
                  applicability issued thereunder.

                       (2) Determination of Present Values and Amounts. This
                  Section 15.7(b)(2) shall apply for purposes of determining the
                  present values of accrued benefits and the amounts of account
                  balances of employees as of the Determination Date.

                           (A) Distributions during year ending on the
                       determination date. The present values of accrued
                       benefits and the amounts of account balances of an
                       employee as of the Determination Date shall be increased
                       by the distributions made with respect to the employee
                       under the Plan and any plan aggregated with the Plan
                       under section 416(g)(2) of the Code during the 1-year
                       period ending on the determination date. The preceding
                       sentence shall also apply to distributions under a
                       terminated plan which, had it not been terminated, would
                       have been aggregated with the Plan under section
                       416(g)(2)(A)(i) of the Code. In the case of a
                       distribution made for a reason other than separation from
                       service, death, or disability, this provision shall be
                       applied by substituting 5-year period for 1-year period.

                           (B) Employees not performing services during year
                       ending on the Determination Date. The accrued benefits
                       and accounts of any individual who has not performed
                       services for the Employer during the 1-year period ending
                       on the Determination Date shall not be taken into
                       account.

                  (c) Minimum Benefits. Employer matching contributions shall be
         taken into account for purposes of satisfying the minimum contribution


<PAGE>

                                COLUMBUS McKINNON CORPORATION THRIFT 401(K) PLAN
                         Page 16 of Amendment No. 3 of the 1998 Plan Restatement


         requirements of section 416(c)(2) of the Code and the Plan. The
         preceding sentence shall apply with respect to matching contributions
         under the Plan or, if the plan provides that the minimum contribution
         requirement shall be met in another plan, such other plan. Employer
         matching contributions that are used to satisfy the minimum
         contribution requirements shall be treated as matching contributions
         for purposes of the actual contribution percentage test and other
         requirements of section 401(m) of the Code."

         IN WITNESS WHEREOF, this instrument of amendment has been executed by a
duly authorized officer of the Corporation this 21st day of February, 2002.

                                             COLUMBUS McKINNON CORPORATION


                                             By   /s/ R.L. Montgomery
                                                 -----------------------------
                                             Title  Executive Vice President
                                                   ---------------------------

<PAGE>

                                               Lenders

                                               DEUTSCHE BANK TRUST COMPANY
                                               AMERICAS

                                               By: /s/ Diane F. Rolfe
                                                   -----------------------------
                                               Name:  Diane F. Rolfe
                                               Title: Vice President