COLUMBUS MCKINNON CORPORATION
                         MONTHLY RETIREMENT BENEFIT PLAN

                  AMENDMENT NO. 4 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,  and as further
amended by  Amendment  Nos. 1, 2 and 3, as permitted  under  Section 10.1 of the
Plan, as follows:

1.   Section  1.4,  entitled  "Actuarial  Present  Value" is  amended  effective
     December 31, 2002 by changing Section 1.4(b)(1) to read as follows:

               (1)  "Applicable Mortality Table"  means the table  prescribed by
          the  Secretary  of the  Treasury  that  is  based  on  the  prevailing
          commissioners' standard table (described in Code Section 807(d)(5)(A))
          used to determine  reserves for group annuity  contracts issued on the
          date as of which present value is being determined  (without regard to
          any other  subparagraph of Code Section 807(d)(5)) or such other table
          determined  by the  Secretary of Treasury for purposes of Code Section
          417(e). In the event that the Secretary of Treasury changes such table
          and makes the effective  date of the new table subject to the election
          of the plan  sponsor,  the  effective  date for this Plan shall be the
          latest  effective date available  under  applicable  Internal  Revenue
          Service  guidance.  (Effective for Annuity  Starting Dates on or after
          December  31,  2002 the table is the  table  prescribed  in Rev.  Rul.
          2001-62.)"

          IN WITNESS WHEREOF,  this instrument of amendment has been executed by
a duly authorized officer of the Corporation this 20th day of December, 2002, to
be effective as of the date recited herein.


                                         COLUMBUS McKINNON CORPORATION


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


                                         Title: Executive Vice President
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