FIRST AMENDMENT

                                       TO

                          COLUMBUS MCKINNON CORPORATION
                              RESTRICTED STOCK PLAN


                  WHEREAS,  the Columbus McKinnon  Corporation  Restricted Stock
Plan (the "Plan") was adopted by Columbus  McKinnon  Corporation (the "Company")
on October 27, 1995; and

                  WHEREAS,  pursuant to  Section 11  of  the  Plan,  the Company
reserved the right to amend the Plan;

                  NOW,  THEREFORE,  the Plan is hereby  amended in the following
respect:

                  The second  paragraph  of Section 2 is deleted in its entirety
and the following is substituted in lieu thereof:

                  "The aggregate  number of shares of Restricted Stock which may
                  be  granted  and  awarded  under  this Plan  shall not  exceed
                  150,000.  Notwithstanding the foregoing,  the number of shares
                  of Restricted Stock available for awards under this Plan shall
                  be  adjusted  proportionately  in the  event  of  any  change,
                  increase or decrease in the outstanding shares of Common Stock
                  which  results  either  from  a  split-up,  reverse  split  or
                  consolidation   of  shares,   payment  of  a  stock  dividend,
                  recapitalization,   reclassification  or  other  like  capital
                  adjustment; provided, however, that no fractional shares shall
                  be issued in connection with any such capital adjustment.  The
                  Restricted  Stock  which is  awarded  under  this  Plan may be
                  either  authorized  but  unissued  Common  Stock  or  treasury
                  shares. Shares which are the subject of an award granted under
                  this Plan shall not again become  available  for future grants
                  unless the  recipient  of an award  fails to pay the  purchase
                  price for the shares pursuant to Section 5 hereof."

                  This  Amendment  shall be  effective  upon its approval by the
Company's shareholders at the annual meeting of the Company's shareholders to be
held on August 19, 2002.  Except as  otherwise  amended  herein,  the Plan shall
remain unchanged and in full force and effect.




                  IN WITNESS WHEREOF,  the Company has caused this instrument to
be executed by its duly authorized officer this 19th day of August, 2002.



                                        COLUMBUS MCKINNON CORPORATION


                                        BY /s/ Robert L. Montgomery
                                           ----------------------------
                                               Robert L. Montgomery
                                               Executive Vice President