COLUMBUS MCKINNON CORPORATION
MONTHLY RETIREMENT BENEFIT PLAN
PROPOSED AMENDMENT NO. 5 OF THE 1998 PLAN RESTATEMENT
IRS TECHNICAL AMENDMENT
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, 3 and 4, as permitted under Section 10.1 of the
Plan, as follows:
1. Section 1.22, entitled "Highly Compensated Employee", is amended
effective the first day of the first plan year beginning after December 31, 1996
by changing Section 1.22(a)(2)(B) to read as follows:
"(B) IF THE CORPORATION ELECTS BY PLAN AMENDMENT THE APPLICATION OF
THIS CLAUSE 1.22(A)(1)(B) FOR THE PRECEDING YEAR, WAS IN THE TOP-PAID GROUP OF
EMPLOYEES FOR SUCH PRECEDING YEAR. FOR THIS PURPOSE, AN EMPLOYEE IS IN THE
TOP-PAID GROUP OF EMPLOYEES FOR ANY YEAR IF THE EMPLOYEE IS IN A GROUP
CONSISTING OF THE TOP 20 PERCENT OF THE EMPLOYEES WHEN RANKED ON THE BASIS OF
COMPENSATION PAID DURING SUCH YEAR."
2. Section 1.22, entitled "Highly Compensated Employee", is amended
effective April 1, 1998 by changing Section 1.22(c) to read as follows:
"(C) MEANING OF "COMPENSATION". FOR THE PURPOSE OF THIS SECTION 1.22, THE
TERM "COMPENSATION" MEANS COMPENSATION WITHIN THE MEANING OF SECTION 415(C)(3)
OF THE CODE AND SECTION 11.1(G) OF THE PLAN. FOR PLAN YEARS BEGINNING BEFORE
APRIL 1, 1998, THE DETERMINATION OF "COMPENSATION" SHALL BE MADE WITHOUT REGARD
TO SECTIONS 125, 402(E)(3), AND 402(H)(1)(B) OF THE CODE AND, IN THE CASE OF
EMPLOYER CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT, WITHOUT
REGARD TO SECTION 403(B) OF THE CODE. FOR PLAN YEARS BEGINNING BEFORE APRIL 1,
2001, THE DETERMINATION OF "COMPENSATION" SHALL BE MADE WITHOUT REGARD TO
SECTION 132(F)(4) OF THE CODE. "
3. Section 11.1, entitled "Definitions and Rules of Interpretation", is
amended effective April 1, 1998 by changing Section 11.1(g) to read as follows:
"(g) "SECTION 415 COMPENSATION" MEANS WITH RESPECT TO A LIMITATION
YEAR, "PARTICIPANT'S COMPENSATION" AS DEFINED UNDER CODE SECTION 415(C)(3) AND
TREASURY REGULATION SS.1.415-2(D)(11)(I) THEREUNDER. FOR LIMITATION YEARS
BEGINNING BEFORE APRIL 1, 1998, THE DETERMINATION OF "COMPENSATION" SHALL BE
MADE WITHOUT REGARD TO SECTIONS 125, 402(E)(3), AND 402(H)(1)(B) OF THE CODE
AND, IN THE CASE OF EMPLOYER CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION
AGREEMENT, WITHOUT REGARD TO SECTION 403(B) OF THE CODE. FOR LIMITATION YEARS
BEGINNING BEFORE APRIL 1, 2001, THE DETERMINATION OF "COMPENSATION" SHALL BE
MADE WITHOUT REGARD TO SECTION 132(F)(4) OF THE CODE. IN NO EVENT SHALL A
PARTICIPANT'S SECTION 415 COMPENSATION FOR A LIMITATION YEAR BEGINNING ON OR
Columbus McKinnon Corporation Monthly Retirement Benefit Plan
Page 2 of Amendment No. 5 of 1998 Plan Restatement
AFTER APRIL 1, 1989 EXCEED THE APPLICABLE CODE SECTION 401(A)(17) LIMIT SET
FORTH IN THE DEFINITION OF "EARNINGS" UNDER SECTION 1.15(B)."
4. Section 12.2, entitled "Definitions", is amended effective April 1, 1998
by changing Section 12.2(j) to read as follows:
"(J) "SECTION 416 COMPENSATION" MEANS "PARTICIPANT'S COMPENSATION" AS
DEFINED UNDER CODE SECTION 415(C)(3) AND TREASURY REGULATION
SS.1.415-2(D)(11)(I) THEREUNDER OR SUCH OTHER DEFINITION AS MAY BE REQUIRED
UNDER CODE SECTION 416. FOR PLAN YEARS BEGINNING BEFORE APRIL 1, 1998, THE
DETERMINATION OF "COMPENSATION" SHALL BE MADE WITHOUT REGARD TO SECTIONS 125,
402(E)(3), AND 402(H)(1)(B) OF THE CODE AND, IN THE CASE OF EMPLOYER
CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT, WITHOUT REGARD TO
SECTION 403(B) OF THE CODE. FOR PLAN YEARS BEGINNING BEFORE APRIL 1, 2001, THE
DETERMINATION OF "COMPENSATION" SHALL BE MADE WITHOUT REGARD TO SECTION
132(F)(4) OF THE CODE."
5. Section 12.5, entitled "Application of Top-Heavy Rules", is amended
effective April 1, 1998 by changing Section 12.5(c) to read as follows:
"(C) LIMITATION ON BENEFITS. THE DOLLAR LIMITATIONS TAKEN INTO
ACCOUNT UNDER CODE SECTION 415(E) IN COMPUTING THE DEFINED BENEFIT PLAN FRACTION
AND THE DEFINED CONTRIBUTION PLAN FRACTION SHALL BE ADJUSTED AS PROVIDED IN CODE
SECTION 416(H). THIS SECTION 12.5(C) SHALL NOT APPLY FOR PLAN YEARS BEGINNING ON
OR AFTER APRIL 1, 2000."
IN WITNESS WHEREOF, this instrument of amendment has been executed by a
duly authorize officer of the Corporation this 28th day of February, 2004, to be
effective as of the dates recited herein.
COLUMBUS McKINNON CORPORATION
By: /S/ ROBERT L. MONTGOMERY
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Title: EXECUTIVE VICE PRESIDENT
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