SECOND AMENDMENT

                                       TO

                          COLUMBUS MCKINNON CORPORATION
                              RESTRICTED STOCK PLAN


          WHEREAS, the Columbus McKinnon Corporation  Restricted Stock Plan (the
"Plan") was adopted by Columbus McKinnon  Corporation (the "Company") on October
27, 1995; and

          WHEREAS,  the Plan was  amended  by the First  Amendment  to  Columbus
McKinnon Corporation Restricted Stock Plan, which became effective on August 19,
2002;

          WHEREAS,  the Company reserved the right to amend the Plan and desires
to further amend the Plan;

          NOW, THEREFORE, the Plan is hereby amended in the following respect:

          Section  16 is amended by adding  the  following  sentence  at the end
thereof:

          "Further  notwithstanding the foregoing provisions of this Section 16,
     any amendment to this Plan that would  materially  increase the benefits to
     participants  hereunder  shall be subject to the requisite  approval of the
     shareholders of the Company."

          This  Amendment  shall be effective  as of August 24, 2002.  Except as
otherwise amended herein,  the Plan shall remain unchanged and in full force and
effect.

          IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be
executed by its duly authorized officer this 24th day of August, 2002.



                                        COLUMBUS MCKINNON CORPORATION


                                        BY     /S/ ROBERT L. MONTGOMERY
                                               ------------------------
                                               Robert L. Montgomery
                                               Executive Vice President