COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 11 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.  1through 10, as permitted  under  Section 14.1 of the Plan,  as
follows:

         1. Section 3.2, entitled "Matching Contributions", is amended effective
April 1, 2005 by changing Section 3.2(b) to read as follows:

         (B) AMOUNT OF CONTRIBUTION.  THE MATCHING  CONTRIBUTION  REQUIRED TO BE
MADE ON BEHALF OF AN EMPLOYEE  UNDER SECTION  3.2(A) SHALL BE AN AMOUNT EQUAL TO
50 PERCENT OF THE SALARY REDUCTION  CONTRIBUTIONS MADE ON BEHALF OF THE EMPLOYEE
DURING THE PLAN YEAR PROVIDED,  HOWEVER,  THAT MATCHING  CONTRIBUTIONS SHALL NOT
EXCEED 3.0 PERCENT OF THE EMPLOYEE'S BASE PAY FOR THE PLAN YEAR.

         2. Section 9.1,  entitled "Time of Distribution",  is amended effective
March 28, 2005 by changing Section 9.1(c)(1) to read as follows

         "(1)  LIMITATION  ON IMMEDIATE  DISTRIBUTION.  NOTWITHSTANDING  SECTION
9.1(A), IF THE VALUE OF A PARTICIPANT'S ACCOUNTS EXCEEDS $5,000, NO DISTRIBUTION
TO  THE  PARTICIPANT  SHALL  BE  MADE  BEFORE  THE  PARTICIPANT  ATTAINS  NORMAL
RETIREMENT AGE UNLESS THE  PARTICIPANT  CONSENTS IN WRITING TO EARLIER  PAYMENT.
EFFECTIVE  MARCH 28,  2005,  IF THE VALUE OF A  PARTICIPANT'S  ACCOUNTS  EXCEEDS
$1,000,  NO DISTRIBUTION TO THE PARTICIPANT SHALL BE MADE BEFORE THE PARTICIPANT
ATTAINS  NORMAL  RETIREMENT  AGE UNLESS  THE  PARTICIPANT  AFFIRMATIVELY  ELECTS
WHETHER THE PAYMENT WILL BE MADE DIRECTLY TO THE  PARTICIPANT  OR TO AN ELIGIBLE
RETIREMENT PLAN AS A DIRECT  ROLLOVER.  THE COMMITTEE SHALL GIVE THE PARTICIPANT
WRITTEN NOTICE THAT HE NEED NOT ACCEPT  DISTRIBUTION  PRIOR TO NORMAL RETIREMENT
AGE. THE WRITTEN  NOTICE SHALL BE FURNISHED AT LEAST 30 DAYS,  BUT NOT MORE THAN
90 DAYS  BEFORE  THE DATE OF  DISTRIBUTION,  UNLESS THE  PARTICIPANT  WAIVES THE
30-DAY NOTICE IN ACCORDANCE  WITH  APPLICABLE  TREASURY  RULES.  SUCH NOTICE AND
CONSENT SHALL NOT BE REQUIRED AFTER THE DEATH OF THE PARTICIPANT."


         IN WITNESS WHEREOF, this instrument of amendment has been executed by a
duly authorized officer of the Corporation this 31st day of March, 2005.


                                  COLUMBUS McKINNON CORPORATION

                                  By     /S/ TIMOTHY R. HARVEY
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                                  Title  CORPORATE SECRETARY
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