COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 4 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, 2 and 3, as  permitted  under  Section  14.1 of the Plan,  as
follows:

1.       New Schedule D,  entitled  "Special  Rules  for  Divested Employees" is
added to the Plan effective May 1, 2002, to read as follows:

                                   "SCHEDULE D

                      SPECIAL RULES FOR DIVESTED EMPLOYEES

SD.1     SALE OF ASSETS OF AUTOMATIC SYSTEMS, INC.

         (A) TRANSFER OF ACCOUNT BALANCES TO NEW PLAN.  NOTWITHSTANDING  SECTION
8.1 NOR ANY OTHER  SECTION OF THE PLAN,  ALL ACCOUNT  BALANCES  OF  PARTICIPANTS
("TRANSFERRED  EMPLOYEES")  IN THE PLAN WHO CEASE TO BE EMPLOYEES IN  CONNECTION
WITH  THE  SALE  OF  ASSETS  ASSOCIATED  WITH  AUTOMATIC  SYSTEMS,  INC.  BY THE
CORPORATION  AND AUTOMATIC  SYSTEMS,  INC. TO ASI  ACQUISITION  CORP. OR ANOTHER
UNRELATED  ENTITY  ("BUYER") SHALL BE TRANSFERRED  FROM THE PLAN TO A NEW 401(K)
PLAN (THE "NEW PLAN") ESTABLISHED BY THE BUYER BY MEANS OF A  TRUSTEE-TO-TRUSTEE
TRANSFER.

         (B) TIME OF TRANSFER. THE TRANSFER OF ACCOUNT BALANCES PURSUANT TO THIS
SECTION SD.1 SHALL OCCUR ON THE DATE OF THE CLOSING OF THE SALE OF ASSETS TO THE
BUYER OR SUCH LATER DATE AS SHALL BE DETERMINED BY THE  CORPORATION  BUT, IN ALL
EVENTS, AS SOON AS PRACTICABLE AFTER THE CLOSING.

         (C) VESTING.  TO THE EXTENT THAT A  TRANSFERRED  EMPLOYEE IS  NOT FULLY
VESTED IN HIS  ACCOUNT  BALANCE  AT THE TIME OF  TRANSFER  TO THE NEW PLAN,  HIS
VESTING STATUS SHALL BE DETERMINED UNDER THE PROVISIONS OF THE NEW PLAN.

         (D) FORM OF TRANSFERRED ASSETS. ANY PORTION OF A TRANSFERRED EMPLOYEE'S
ACCOUNT  BALANCE  COMPRISED  OF LOAN(S)  TO THE  TRANSFERRED  EMPLOYEE  SHALL BE
TRANSFERRED TO THE NEW PLAN IN-KIND. THE REMAINDER OF THE TRANSFERRED EMPLOYEE'S
ACCOUNT  BALANCE SHALL BE TRANSFERRED IN CASH AND/OR IN-KIND AS REQUESTED BY THE
ADMINISTRATOR  OF THE NEW PLAN BUT  SUBJECT  TO ANY  RESTRICTIONS  ON  TRANSFERS
IN-KIND IMPOSED ON THE PLAN WITH RESPECT TO A GIVEN INVESTMENT."






                                Columbus McKinnon Corporation Thrift 401(k) Plan
                          Page 2 of Amendment No. 4 of the 1998 Plan Restatement




         IN WITNESS WHEREOF, this instrument of amendment has been executed by a
duly authorized officer of the Corporation this 10th day of May, 2002.




                                     COLUMBUS McKINNON CORPORATION


                                     By    /S/ ROBERT L. MONTGOMERY
                                           --------------------------

                                     Title EXECUTIVE VICE PRESIDENT
                                           --------------------------