

                                 FIRST AMENDMENT

                                       TO

                          COLUMBUS MCKINNON CORPORATION
                        1995 INCENTIVE STOCK OPTION PLAN
                             AS AMENDED AND RESTATED

                  WHEREAS,  the Columbus  McKinnon  Corporation  1995  Incentive
Stock  Option Plan was adopted by the Board of  Directors  of Columbus  McKinnon
Corporation (the "Company") on October 27, 1995 and approved by the shareholders
of the Company on January 8, 1996; and

                  WHEREAS, an amendment and restatement of said plan was adopted
by the Company's Board of Directors  effective June 16, 1999 and approved by the
Company's  shareholders on August 16, 1999 (said plan as amended and restated is
hereinafter referred to as the "Plan"); and

                  WHEREAS,  pursuant to  Section  10  of  the Plan,  the Company
reserved the right to amend the Plan;

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

                  Section  4  of the  Plan  is deleted  in its  entirety and the
following is substituted in lieu thereof:

                  "4. SHARES SUBJECT TO THE PLAN. The aggregate number of shares
                  of Common Stock which have been reserved for issuance pursuant
                  to the terms of options granted  pursuant to the terms of this
                  Plan and aggregate  number of shares of Common Stock which the
                  Company is  authorized  to issue  pursuant to options  granted
                  pursuant  to the terms of this Plan is  1,750,000,  subject to
                  anti-dilutive  adjustments,  if any,  made at any  time  after
                  October  27,  1995,  pursuant to the  provisions  of Section 5
                  hereof.  With respect to shares which may be acquired pursuant
                  to  options   which  expire  or  terminate   pursuant  to  the
                  provisions of this Plan without having been exercised in full,
                  such shares  shall be  considered  to be  available  again for
                  placement  under options  granted  thereafter  under the Plan.
                  Shares  issued  pursuant to the  exercise of  incentive  stock
                  options  granted  under  the  Plan  shall  be  fully  paid and
                  non-assessable."


<PAGE>

                  This  Amendment  shall be  effective  upon its approval by the
Company's shareholders at the annual meeting of the Company's shareholders to be
held on August 19, 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 19th day of August, 2002.



                                         COLUMBUS MCKINNON CORPORATION


                                         BY /s/ Robert L. Montgomery
                                            ----------------------------
                                                Robert L. Montgomery
                                                Executive Vice President




