Re: Change in Control Agreement as revised to comply with Internal Revenue Code Section 409A

September 19,2008

Columbus McKinnon Corporation (the "Company") considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel.  In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control of the Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including you, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control of the Company.

In order to induce you to remain in the employ of the Company in your current executive position, the Company agrees that you shall receive the severance benefits set forth in this letter agreement (the "Agreement") in the event your employment in your current executive position with the Company is terminated under the circumstances described below subsequent to a "Change in Control of the Company" (as defined in Section 2).

1.            Term of Agreement .  This revision of the Change in Control Agreement previously executed by you and the Company shall commence effective the date hereof, and shall continue in effect through October 31, 2009; provided, however, that commencing on November 1, 2009, and each November 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than April 30 of such year, the Company shall have given notice that it does not wish to extend this Agreement; and provided, further, that if a Change in Control of the Company, as defined in Section 2, shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of not less than twenty-four (24) months beyond the month in which such Change in Control occurred.

2.              Change in Control .

(i)             Change in Control Defined .   No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below.  For purposes of this Agreement, a "Change in Control” of the Company shall be deemed to have occurred if:

(a)            Change in Share Ownership —any  "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the Company's then outstanding voting securities;

(b)            Change in Board Membership —during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), (d) or (e) of this Section 2) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)            Reorganization Changing Share Ownership —the stockholders of the Company approve a reorganization, merger or consolidation of the Company with any other entity, other than (i) a reorganization, merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such reorganization, merger or consolidation or (ii) a reorganization, merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as herein above defined) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the Company's then outstanding voting securities;

(d)            Disposition of Substantially All Company Assets —any Person or Persons acquire all or substantially all of the assets of the Company, whether in a single transaction or series of transactions; or

(e)            Shareholders Approve Dissolution etc .—the stockholders of the Company approve a plan of dissolution or complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

3.              Termination of Employment In Connection With Change in Control .

(i)             General .  If any of the events described in Section 2 constituting a Change in Control of the Company shall have occurred while this Agreement is in effect, you shall be entitled to the benefits provided in Section 4(iii) upon termination of your employment within six (6) months preceding or twenty-four (24) months following such a Change in Control unless such termination is (i) because of your death or Disability, (ii) by the Company for Cause, or (iii) by you other than for Good Reason.  In the event your employment with the Company is terminated for any reason more than six months before, or more than twenty-four months after, a Change in Control of the Company, you shall not be entitled to any benefits hereunder.

(ii)            Disability .  If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given (which may be given at any time after five (5) months of such absence) you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability."

(iii)           Cause .  Termination by the Company of your employment for "Cause" shall mean termination:

(a) upon the commission by you of a willful serious act, such as embezzlement, against the Company which is intended to enrich you at the expense of the Company or upon your conviction of a felony involving moral turpitude, or

(b) in the event of willful, gross neglect or willful, gross misconduct resulting in either case in material harm to the Company, or a violation of the Company’s Code of Conduct.  For purposes of this Section 3(iii), no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company.

(iv)           Good Reason .  You shall be entitled to terminate your employment for Good Reason.  For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence before or after (and reasonably connected to) a Change in Control of the Company of any of the following circumstances provided that you give a Notice of Termination to the Company describing the occurrence of the circumstance within 90 days after the circumstance occurs and the Company fails to substantially correct the circumstance  within 30 days after of such Notice of Termination is given:

(a)            Material Reduction in Base Pay —a material reduction by the Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(b)            Required Relocation —the Company's requiring you to be based at a Company office more than 50 miles farther from your principal residence than the Company's offices at which you are principally employed immediately prior to the date of the Change in Control except for required travel on the Company's business to an extent substantially consistent with your present business travel obligations;

(c)            Failure to Pay Compensation —the failure by the Company to pay to you any portion of your current compensation within seven (7) days of the date such compensation is due or any portion of your compensation under any deferred compensation program of the Company within thirty (30) days of the date such compensation is due;

(d)            Failure to Comply with Employment Termination Procedure —any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(v) hereof (and, if applicable, the requirements of Section 3(iii) hereof), which purported termination shall not be effective for purposes of this Agreement; or

(e)            Diminution of Position etc .—the assignment to you of any duties or responsibilities, or the removal from you of any duties or responsibilities, that constitutes a material diminution of your position, duties, responsibilities or status as in effect preceding  such Change in Control.

Your right to terminate your employment pursuant to this Section 3(iv) shall  not be affected by your incapacity due to physical or mental illness.  Subject to the requirement that you give a Notice of Termination to the Company within 90 days after the occurrence of a circumstance constituting Good Reason, your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(v)            Notice of Termination .  Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6.  "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(vi)           Date of Termination .  "Date of Termination" shall mean

(a)            Disability —if your employment is terminated for Disability in accordance with Section 3(ii), thirty (30) days after Notice of Termination is given (provided that you shall have been absent from the full-time performance of your duties and shall not have returned to the full-time performance of your duties during such 30-day period), and

(b)            Other than Disability —if your employment is terminated pursuant to Section 3(iii) (Cause) or Section 3(iv) (Good Reason) hereof  or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination for Cause shall not be less than thirty (30) days from the date such Notice of Termination is given, and in the case of a termination for Good Reason shall not be less than thirty (30) nor more than sixty (60) days from the date such Notice of Termination is given).

4.              Compensation Upon Termination .  Following a Change in Control of the Company, you shall be entitled to the following benefits during a period of Disability, or upon termination of your employment within six (6) months preceding or twenty-four (24) months following such a Change in Control:

(i)             Disability .  During any period that you are absent from the full-time performance of your duties with the Company as a result of Disability, you shall receive the normal benefits provided by the Company to employees in your classification in connection with a Disability.  You shall not receive any additional benefits under this Agreement.   Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.

(ii)            Termination By Company For Cause or By You Not for Good Reason .  If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any bonus or other compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

(iii)           Termination by Company Other than for Cause or by You for Good Reason . If your employment by the Company should be terminated by the Company other than for Cause or Disability or if you should terminate your employment for Good Reason, you shall be entitled to the benefits provided below:

(a)            Salary and Bonus to Date