Omnibus Code Section 409A Compliance Policy

COLUMBUS McKINNON CORPORATION and its Affiliates (the “Company”) hereby adopts this Code Section 409A Compliance Policy (“Policy”) to be effective January 1, 2009.

WHEREAS the Company has adopted and will in the future adopt various compensation agreements, policies and plans (“Arrangements”) that are or may constitute “nonqualified deferred compensation plans” within the meaning of Internal Revenue Code (“Code”) Section 409A and the Treasury Regulations promulgated thereunder, and

WHEREAS Code Section 409A and the Treasury Regulations promulgated thereunder require that all Arrangements be in writing and compliant with Code Section 409A and the Regulations no later than December 31, 2008, and

WHEREAS the Company intends for this Policy to supplement the terms of each of its Arrangements, whether or not the Arrangement is otherwise in written form,

NOW, THEREFORE, in accordance with its authority to amend each Arrangement and/or its authority to impose unilaterally rules governing how it will administer each arrangement, the Company hereby declares that each Arrangement in existence on December 31, 2008 shall be deemed amended effective December 31, 2008, and each Arrangement not in existence on December 31, 2008 shall be deemed amended when such Arrangement comes into existence, as follows:

1. Definitions.

1.1  “Affiliate” means any entity that, with the Company, forms part of a controlled group of corporations or group of trades or businesses under common control within the meaning of Code Section 414(b) or (c).  Accordingly, an Affiliate may be any corporation or other entity that is 80 percent or more owned directly or indirectly by Columbus McKinnon Corporation

1.2  “Arrangement” means any plan, agreement, policy or other arrangement that provides for the payment of Compensation.  Without limiting the generality of the foregoing, an Arrangement may include a generally applicable Compensation plan or policy, an individual employment agreement, a change in control agreement or an equity compensation plan.

1.3  “Compensation” means “compensation” within the meaning of Code Section 61(a)(1) payable to an Employee who is a United States (“US”) citizen or US resident alien subject to US income tax with respect to the Compensation.

1.4  “Deferred Compensation” means Compensation that is payable at a time and in a manner that constitutes a “deferral of compensation” within the meaning of Regulation §1.409A-1(b)(1) or another section of the Regulations

1.5  “Employee” means an employee or former employee of the Company.

1.6  “Company” means Columbus McKinnon Corporation and its Affiliates.

1.7 “Regulation” or “Regulations” means the final Treasury Regulations promulgated under Code Section 409A as amended.

1.8  “Separation from Service” has the meaning provided at Regulation §1.409A-1(h).

1.9  “Specified Employee”  means an Employee who is a “specified employee” within the meaning of Code Section 409A(2)(B)(i) and Regulation § 1.409A-1(i) as determined by the Company in a uniform manner for all nonqualified deferred compensation plans maintained by the Company under written rules adopted by the Company for the identification of Specified Employees as may be in effect and compliant with Regulation § 1.409A-1(i) on the date of the Employee’s Separation from Service.  If there are no written rules adopted by the Company for the identification of Specified Employees in effect and compliant with Regulation § 1.409A-1(i) on the date of the Employee’s Separation from Service, then the default rules of Regulation § 1.409A-1(i) shall apply.  For purposes of determining “Specified Employees”, the specified employee identification date shall be March 31 and the specified employee effective date shall be July 1.

1.10  “Substantial Risk of Forfeiture” has the meaning provided at Regulation §1.409A-1(d).

2. Application of Short-term Deferral Rule.   In the case of an Arrangement that does not otherwise provide in its governing document when Compensation will be paid, such Compensation shall be paid as soon as practicable following the lapse of any Substantial Risk of Forfeiture with respect to such Compensation, within the meaning of Regulation §1.409A-1(b)(4)(i)(C), and in all events shall be paid on or before the last day of the “applicable 2-1/2 month period”, within the meaning of Regulation §1.409A-1(b)(4)(i).  Without limiting the generality of the foregoing, any bonus or other incentive pay that is payable in a Company taxable year following the Company taxable year in which it is earned shall be paid on or before the last day of the “applicable 2-1/2 month period”, within the meaning of Regulation §1.409A-1(b)(4)(i), unless the Arrangement provides for payment at another time.

3. Application of 6-Month Delay Rule.   In the case of an Arrangement that provides for payment of Deferred Compensation to a Specified Employee, which payment is triggered by the Specified Employee’s Separation from Service, unless the payment is a separate “payment” within the meaning of Regulation §1.409A-2(b)(2) that is clearly intended to be paid within the short-term deferral period provided under Regulation §1.409A-1(b)(4), or the payment is clearly intended to constitute separation pay due to involuntary separation from service within the meaning of Regulation §1.409A-1(b)(9)(iii), payment of the Deferred Compensation shall not occur sooner than the day following the date that is the 6-month anniversary of the date of the Specified Employee’s Separation from Service (“Delayed Payment Date”).

Unless the Arrangement provides otherwise, payment of the Deferred Compensation shall occur (in the case of a single payment) or commence (in the case of multiple payments) on or before the 90th day following the Delayed Payment Date.  If the Arrangement provides for installment or annuity payments commencing prior to the Delayed Payment Date, all installments or annuity payments that would have been paid before the Delayed Payment Date but for this 6-month delay rule, shall be paid on or before the 90th day following the Delayed Payment Date.

Unless otherwise specified by an Arrangement, no interest or other earnings shall be paid between the Specified Employee’s Separation from Service and the Delayed Payment Date.

For purposes of this Section 3, a payment is clearly intended to constitute separation pay due to involuntary separation from service within the meaning of Regulation §1.409A-1(b)(9)(iii) if the payment will be made solely in the event of an involuntary separation from service and