AUDUBON EUROPE S A R L
AMENDMENT #10 TO 401(K) PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>am10401.txt
<DESCRIPTION>AMENDMENT #10 TO 401(K) PLAN
<TEXT>

                COLUMBUS MCKINNON CORPORATION THRIFT 401(K) PLAN
                  AMENDMENT NO. 10 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 9, as permitted  under  Section  14.1 of the Plan,  as
follows:

        1.     Section  3.2,  entitled  "Matching  Contributions",   is  amended
effective July 1, 2003 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 (A) SHALL BE AN AMOUNT EQUAL TO 25
PERCENT OF THE SALARY  REDUCTION  CONTRIBUTIONS  MADE ON BEHALF OF THE  EMPLOYEE
DURING THE PLAN YEAR PROVIDED,  HOWEVER,  THAT MATCHING  CONTRIBUTIONS SHALL NOT
EXCEED 1.5 PERCENT OF THE EMPLOYEE'S BASE PAY FOR THE PLAN YEAR.

        2.     Section  3.2,   entitled  "Matching  Contributions",  is  amended
effective April 1, 2004 by changing Section 3.2(f) to read as follows:

        (F)    SUSPENSION OF MATCHING CONTRIBUTIONS. NOTWITHSTANDING ANYTHING TO
THE  CONTRARY IN THIS SECTION  3.2, NO MATCHING  CONTRIBUTIONS  SHALL BE MADE ON
ACCOUNT OF SALARY REDUCTION  CONTRIBUTIONS THAT ARE MADE WITH RESPECT TO PAYROLL
PERIODS   BEGINNING   ON  OR  AFTER  MAY  1,  2003  AND  BEFORE  JULY  1,  2004.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 3.2, BASE PAY EARNED BY
A  PARTICIPANT  ON AND AFTER MAY 1, 2003 AND  BEFORE  JULY 1, 2004  SHALL NOT BE
TAKEN INTO ACCOUNT IN DETERMINING  THE MAXIMUM AMOUNT OF MATCHING  CONTRIBUTIONS
MADE ON BEHALF OF THE PARTICIPANT DURING ANY PLAN YEAR.

        IN WITNESS WHEREOF,  this instrument of amendment has been executed by a
duly authorized officer of the Corporation this 12th day of July, 2004.


                                       COLUMBUS McKINNON CORPORATION

                                       By: /S/ ROBERT MYERS
                                           -------------------------------------

                                       Title: VICE PRESIDENT - HUMAN RESOURCES
                                              ----------------------------------


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