COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 5 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 through 4, as permitted  under  Section  14.1 of the Plan,  as
follows:

1.   Section 4.3, entitled  "Adjustments",  is amended effective January 1, 2002
     by changing Section 4.3(a) to read as follows:

          "(a)  LIMITS  ON  HIGHLY  COMPENSATED  EMPLOYEES.  The  Committee  may
     establish and modify from time to time maximum  limits on the percentage of
     Base  Salary  that may be  contributed  to the Plan  during a Plan  Year or
     portion of a Plan Year by Participants  who are, or who are expected to be,
     Highly  Compensated  Employees  for such Plan Year if it believes that such
     limits are  appropriate  in order to satisfy any limitation of Section 4.2.
     Pursuant to the authority granted in the preceding sentence,  the Committee
     has limited Salary Reduction  Contributions of Highly Compensated Employees
     to rates not  exceeding  9 percent for the Plan Year  beginning  January 1,
     2002."

     IN WITNESS  WHEREOF,  this  instrument  of amendment has been executed by a
duly authorized officer of the Corporation this 20th day of December, 2002.


                                          COLUMBUS McKINNON CORPORATION


                                          By /s/ R.L. Montgomery
                                             ------------------------------


                                          Title Executive Vice President
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