SUMMARY PLAN DESCRIPTION OF THE SCHAEDLER/YESCO DISTRIBUTION, INC. EMPLOYEE STOCK OWNERSHIP PLAN. (Revised as of August 1, 2010)

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1 SUMMARY PLAN DESCRIPTION OF THE SCHAEDLER/YESCO DISTRIBUTION, INC. EMPLOYEE STOCK OWNERSHIP PLAN (Revised as of August 1, 2010)

2 TO ALL EMPLOYEES: The Schaedler/YESCO Distribution, Inc. Employee Stock Ownership Plan was established to provide you with an opportunity to share in the ownership growth of Schaedler Yesco Distribution, Inc., as an employee-owner with interest in the future of the Company. We hope, through this Plan, to express our appreciation for the many years of service and loyalty we anticipate you will enjoy with us. The following material is a summary of the major provisions of the Plan, as amended through August 1, It is not intended to be an exhaustive statement of all Plan details. You should read this summary material carefully, and do not hesitate to consult with the Plan Administrator if you have any questions.

3 I IDENTIFYING INFORMATION ABOUT THE PLAN 1. The official name of the Plan is the Schaedler/YESCO Distribution, Inc. Employee Stock Ownership Plan (the "ESOP" or the "Plan"). 2. The Employer is Schaedler Yesco Distribution, Inc. (the "Company"). Its address is 3982 Paxton Street, Harrisburg, PA Its Internal Revenue Service employer identification number is The number assigned to this Plan is This Plan is known as a defined contribution (employee stock ownership) plan. 5. The Plan is administered by a Plan Administrator who maintains all records for the Plan and is responsible for all its operations except for care and custody of the Plan's assets. This latter function is the responsibility of the Plan's Trustee and is described further in this summary. 6. The Plan Administrator is the Committee designated by the Company to serve in that role, or in the absence of a Committee the individual person designated by the Company to serve in that role. The Plan Administrator's address is the same as set forth in item 2 above. Its telephone number is Area Code 717 number The Plan Trustee is James D. Schaedler and James N. LaRocca. 8. The Plan Administrator has been designated as the Plan's agent for the service of legal process. Its address is given in item 2 above. Service of legal process may be made upon either the Plan Administrator or the Trustee. 9. The Plan's records are maintained on a calendar year basis. The twelve month period beginning January 1 and ending December 31 is called the Plan Year. II GENERAL The ESOP is an employee benefit plan that is designed to invest primarily in stock of the Company. The ESOP is technically a "stock bonus" plan that provides benefits to eligible employees in the form of stock ownership interests in the Company. For each Plan Year, the Company may (at the discretion of the Board of Directors) contribute shares of capital stock of the Company (Company Stock) or cash to the ESOP. The ESOP may use any cash contributions to purchase Company Stock. Shares of Company Stock are then credited to an Account set up for each participating employee based on a formula related to annual compensation. All investments of the ESOP will be held in a trust fund for the exclusive benefit of participating employees. HTB/ _1/01/26/11 3

4 The ESOP may also borrow money to purchase Company Stock. When this occurs, cash contributions made by the Company to the ESOP may be used by the ESOP to repay the loan. You will not have any liability to repay the loan. Your ESOP benefits are provided at no cost to you. Contributions to the ESOP are made without any deductions from your pay check and you are not taxed on the value of your ESOP Account until you receive a distribution. The following pages are intended to provide you with a summary of the major provisions of the ESOP, as amended through August 1, Although this description is intended to provide an accurate summary of the ESOP, please remember it is only a summary. The actual ESOP documents govern at all times. These documents are available for your inspection. III ELIGIBILITY FOR PARTICIPATION If you are a participant in the Plan on the date of this Summary Plan Description, you will continue to participate in the Plan. If you are not a participant on the date hereof, then you will become a participant in the Plan on the June 30 th or December 31 st next succeeding the date you reach the age of 21 years and you complete one year of service, provided you are still employed on such June 30 th or December 31 st. To be credited with a "year of service," you must complete at least 1000 hours of service during your first 12 months of employment or during a Plan Year beginning after your date of employment. You will receive credit for an "hour of service" for each hour for which you actually work and are paid; for each paid hour of vacation, holiday and sick leave and for certain other specified hours of non-working time; and for other hours for which back pay may have been awarded. However, credit is limited for certain hours for which no work is performed. If you became an employee of the Employer in connection with the Employer s acquisition of another business that employed you at the time of the acquisition, in certain cases your pre-acquisition service with that other business is taken into account under the Plan for both eligibility purposes under this section III and vesting purposes under section VII below. Check with the Plan Administrator if you have a question whether this pre-acquisition service credit applies to you. You should also be aware of the ESOP provisions regarding breaks in service which are summarized in a later section of this Summary Plan Description. IV CONTRIBUTIONS AND ALLOCATIONS The Company will make all contributions to the ESOP. You are neither required nor permitted to make contributions. Contributions made by the Company are discretionary. The Company's Board of Directors determines the amount of contributions and may decide not to make a contribution for a particular Plan Year. The Company's Board of Directors also decides whether contributions will be made in shares of Company Stock or in cash. HTB/ _1/01/26/11 4

5 All contributions will be held in trust by the Trustee. The funding medium used by the Trustee for this purpose is the Schaedler/YESCO Distribution, Inc. Employee Stock Ownership Plan Trust. If the Company makes a contribution to the ESOP for a particular Plan Year, the contribution will be allocated among the Participants in the Plan. You will receive an allocation provided you have completed at least 1,000 Hours of Service during the Plan Year and you are still employed on the last day of the Plan Year. Participants will also share in the forfeitures that arise during the Plan Year as a result of a Participant having terminated his employment without being 100% vested. Contributions and forfeitures will be allocated among the Participants in the Plan in the proportion that each Participant's total compensation bears to all Participants' total compensation. For this purpose, however, only compensation you earned after becoming a Plan Participant is taken into account. So, if you first become a Participant in the middle of a year, for allocation purposes in that initial year only your compensation for the second half of the year is counted. For Plan purposes, compensation is total wages required to be reported to the IRS on a Form W-2, plus any salary reduction contributions made to a plan maintained by the Company under Internal Revenue Code Sections 125 or 401(k), but subject to a maximum annual cap on includable compensation ($245,000 in 2010). Since the Plan's assets will be invested in both Company Stock and other investments, a Stock Account and an Other Investments Account will be maintained for each Participant under the Plan. Your Stock Account will be credited annually with your allocable share of Company Stock purchased and paid for by the Trust or contributed in kind to the Trust as a Company contribution and with any forfeitures from the Company Stock Accounts of other Participants. Your Other Investments Account will be credited annually with your allocable share of Company contributions that are not in the form of Company Stock, with any forfeitures from the Other Investments Account of other Participants, with any cash dividends on Company Stock allocated to your Company Stock Account and any net income or loss of the Trust (other than changes in the value of Company Stock). The total amount allocated to your Company Stock Account and Other Investments Account is known as your Account Balance. V INVESTMENTS The assets of the ESOP will be invested primarily in Company Stock. Cash contributions may be used to purchase Company Stock and Plan assets may also be invested in other investments. The Plan Administrator will decide how the assets will be invested. The fair market value of Company Stock and other investments held under the ESOP, as well as the gains and losses resulting from the investment of the assets of the ESOP, will be determined annually as of the last day of the Plan Year and in such other valuation dates as the Company may designate. HTB/ _1/01/26/11 5

6 Since Plan assets will be invested primarily in Company Stock, the ability of the Plan to secure a favorable investment return will depend primarily on the continued success of the Company, a goal dependent largely on the combined effort of all Participants. However, there is no guarantee regarding investment performance; and to the extent investment results are not favorable, the value of your Account Balance will be reduced. The Company, the Plan Administrator, and the Trustee are not guarantors of the Plan's investment performance. Any Participant who has completed at least ten (10) years of participation under the Plan and who has attained age 55 (a "Qualified Participant") may elect within 90 days after the close of the Plan Year in the "qualified election period" to direct the Plan Administrator as to the distribution in cash of 25% of the Participant's Company Stock Account. Qualified election period means the period beginning with the Plan Year in which the Participant attains age 55 and the five succeeding Plan Years. In the event a Participant has not completed ten (10) years of participation when the Participant attains age 55, the qualified election period shall be the Plan Year in which the Participant completes ten (10) years of participation with the Employer and the five (5) succeeding Plan Years. In the case of the election year in which the Participant can make his last election, the Qualified Participant may direct the Plan Administrator as to the distribution in cash of 50% of the Participant's Company Stock Account in the Plan. Notwithstanding the foregoing, the Plan Administrator may fulfill the above by (1) distributing the portion of the Participant's Company Stock Account covered by the election in cash; or (2) granting the Participant the option to transfer the portion of the Participant's Company Stock Account covered by the election to a qualified plan within the meaning of Code Section 401(a) that provides for employee-directed investment within one hundred eighty (180) days after the period during which the election may be made. Notwithstanding the foregoing, a Qualified Beneficiary shall not have the right to elect a cash distribution if the fair market value of the Company Stock in his Company Stock Account is not greater than $500. VI PARTICIPANT ACCOUNT BALANCE Once each year you will be given a report on your Account Balance in the ESOP. The report includes: 1. The balances (if any) in your Company Stock Account and Other Investments Account as of the beginning of the Plan Year. 2. The amount of contributions and forfeitures allocated to your Company Stock Account and Other Investments Account for the Plan Year. 3. The allocation to your Company Stock Account and Other Investments Account to reflect your share of dividends and any net gain (or loss) of the Trust for the Plan Year. 4. The amount of distribution (if any) made from your Account for the Plan Year. HTB/ _1/01/26/11 6

7 5. The new balance in your Company Stock Account and Other Investments Account as of the last day of the Plan Year. 6. Your vested percentage of your Account Balance as of the last day of the Plan Year. Under the ESOP, stock certificates are not issued in your name. All stock owned by the ESOP is recorded in the name of the Schaedler/YESCO Distribution, Inc. Employee Stock Ownership Plan Trust. VII TERMINATION BENEFITS AND VESTING Your ESOP benefit is based upon your Account Balance. When you reach the age of 65, reach the age of 55 with 10 years of service, become disabled or upon your death, you (or your beneficiary) are entitled to receive a distribution based upon 100% of the amount of your Account Balance. If you leave the Company's employment before one of the dates in the prior paragraph, your years of vesting service will determine whether you have any nonforfeitable right to your Account Balance. You are credited with a year of vesting service for each Plan Year in which you are credited with at least 1000 hours of service. Your vested percentage in the chart below is the percentage of your Account Balance that is nonforfeitable. Your vested percentage in your account is based on your years of service with the Employer, as follows: Years of Vesting Service Vested Percentage Less than 2 0% 2 but less than 3 20% 3 but less than 4 40% 4 but less than 5 60% 5 but less than 6 80% 6 or more 100% VIII RETIREMENT DATES Your normal retirement date is the day on which you reach 65 years of age. Your early retirement date is the day in which you reach 55 years of age and complete 10 years of service. HTB/ _1/01/26/11 7

8 At either time you may retire and receive the retirement benefit described in the next section of this summary. You have the right to continue working after reaching your early or normal retirement age. The effect of this decision on your benefit also is described in the next section of this summary. You may be forced to retire before reaching retirement age because of permanent disability. In such case the Plan provides that you may elect to retire and receive a benefit as described in the next section of this summary. IX RETIREMENT BENEFITS Your retirement benefit at your normal or early retirement date is based upon the total amount of your account balance when you retire. If you decide to continue working, you will not receive your benefit until you actually retire. However, you will continue to be a participant in the Plan until you retire. Your benefit will be based on the total amount of your Account Balance at that time. If you are disabled while employed and before becoming eligible for retirement, you will be entitled to your benefit immediately. This benefit also will be based upon the total amount of your Account Balance at that time. X DEATH BENEFITS If you die before actually retiring, the total amount of your Account Balance will be paid to your surviving spouse or other beneficiary. If you die after actual retirement but before you receive your benefit, the total amount of your Account Balance would also be paid to your surviving spouse or other beneficiary. XI FORM AND DISTRIBUTION OF BENEFIT Following your retirement, separation from service or death, distribution of your benefit will be made as you elect either in the form of a single lump-sum payment (which form of distribution is available only if your account does not exceed $10,000) or in installments over a period of years not exceeding the joint life expectancy of you and your beneficiary. If your benefit does not exceed $1,000, however, it will be distributed in the form of a single, lump-sum payment. If the value of your Account exceeds $1,000, no distribution can be made to you before you reach age sixty-five (65) without your written consent. HTB/ _1/01/26/11 8

9 If you terminate employment other than on account of normal or early retirement, disability or death, commencement of your benefit distributions may be delayed until the end of the sixth plan year following the plan year in which you terminate employment. Whenever you receive a distribution from the Plan, it will normally be subject to income taxes. You may, however, reduce, or defer entirely, the tax due on your distribution through use of one of the following methods: (a) The rollover of all or a portion of the distribution to an individual retirement account (IRA) or another employer plan eligible to accept a rollover. This will result in no tax being due until you begin withdrawing funds from the IRA or other employer plan. The rollover of the distribution, however, MUST be made within strict time frames (normally, within 60 days after you receive your distribution). Under certain circumstances, all or a portion of a distribution may not qualify for this rollover treatment. In addition, most distributions will be subject to mandatory federal income tax withholding at a rate of 20%. This will reduce the amount you actually receive. For this reason, if you wish to rollover all or a portion of your distribution amount, the direct transfer option described in paragraph (b) below may be the better choice. (b) You may request for most distributions that a direct transfer of all or a portion of your distribution amount be made to either an IRA or another employer plan eligible to accept a rollover and willing to accept the direct transfer. A direct transfer will result in no tax being due until you withdraw funds from the IRA or other employer plan. Like the rollover, under certain circumstances all or a portion of the amount to be distributed may not qualify for this direct transfer. If you elect to actually receive the distribution rather than a direct transfer, then in most cases 20% of the distribution amount will be withheld for federal income tax purposes. Whenever you receive a distribution, the Plan Administrator will deliver to you a more detailed explanation of these options. However, the rules which determine whether you qualify for favorable tax treatment are very complex. You should consult with qualified tax counsel before making a choice. XII VOTING RIGHTS You will be entitled to instruct the Trustee regarding the manner in which shares of Company Stock, then allocated to your Company Stock Account, will be voted on certain fundamental corporate actions which require voting by shareholders. The Plan Administrator decides how to vote any shares of Company Stock which are held by the ESOP but which are not allocated to Participants' Accounts. HTB/ _1/01/26/11 9

10 XIII DIVIDEND RIGHTS If the Company pays cash dividends with respect to Company Stock, the Board of Directors of the Company has the discretion to decide whether dividends paid on shares of Company Stock in the ESOP will be distributed directly to you or if such dividends will be paid to the Trust and allocated to your Account. XIV BENEFICIARY DESIGNATION You may designate a beneficiary to receive your ESOP benefits in case of your death by filing a beneficiary form with the Plan Committee. If you are married, your spouse (if he or she survives you) automatically will be your beneficiary unless you, with your spouse's written consent (acknowledged before a notary public) designate another beneficiary. You may change your beneficiary (with your spouse's consent) at any time by filing a new beneficiary designation form with the Plan Administrator. XV BREAK-IN-SERVICE RULES Occasionally, an employee will leave the Employer's service and later will return. This makes the employee's right to participate in the Plan subject to special break-in-service rules which have been developed under the Employee Retirement Income Security Act of 1974 (ERISA). A break in service is defined as a twelve consecutive month period during which a terminated participant does not complete more than 500 hours of service. The rules of this Plan are as follows: 1. If your service terminates before you become a participant and if you incur a one-year break in service, you will be re-credited with your pre-break service upon returning to employment with the Employer. You will become a participant upon satisfying the eligibility requirements in Article III above. 2. If your service terminates after you become a participant and if you incur a one-year break in service, you will no longer be a participant. If you return to employment with the Employer, you will again become a participant as of the date of your reemployment. 3. If you had a vested (nonforfeitable) right to any part of your benefit prior to your separation, then whether or not you had a break in service, your previous years of service before the date you left will be considered for vesting purposes. If you had a vested interest and received a distribution of that interest, you have the right to repay the amount you received. Such repayment must be made within 5 years after the date of reemployment, or if earlier, prior to your incurring 5 consecutive 1-year breaks in service. If you choose to repay, the non-vested portion of your Employer contributions account from when you left will be restored. If you do not repay the amount you received, the non-vested portion of your Employer contributions HTB/ _1/01/26/11 10

11 account will remain forfeited. Whether you repay or not, your prior service will count toward vesting service for future Employer contributions. 4. If you were not vested in any portion of your Employer contributions account prior to your separation from service and if you have a break in service, but then are reemployed before incurring 5 consecutive 1-year breaks in service, all of your service before the break will be added to your service after your return. If you have more than 5 consecutive 1-year breaks before you are rehired, your service before the break will not count unless your pre-break in service is equal to or greater than the length of the break. If it was, then all of your service will count toward your vesting percentage. XVI LOSS OF BENEFITS This section summarizes the circumstances under which you may be disqualified or ineligible to participate or may lose, forfeit, be denied, or have suspended your benefits. Most of these have already been described in the preceding sections of this summary. 1. Ineligibility or disqualification. Eligibility requirements are described in Article III. Break-in-services rules are described in Article XV. Failure to meet (or continue to meet) these will result in ineligibility or loss of participation. 2. Loss or forfeiture of benefits. Your benefits may be reduced by the entry of an order made under state law which creates or recognizes rights in your benefit in another person such as a spouse, former spouse, child or other dependent. If such an order, generally called a domestic relations order, is received by the Plan Administrator and the Plan Administrator determines it is a qualified domestic relations order, then all or a portion of your benefit will be used to satisfy the order. A copy of the Plan's procedures governing qualified domestic relations order determinations can be obtained by you, without charge, from the Plan Administrator. 3. Denial of benefits. Benefits may be denied if the Administrator determines you are ineligible for the claimed benefit or have not substantiated your claim. 4. Return of contribution. All Employer contributions are conditioned upon their being made upon correct factual determinations and upon their being deductible. Return of a contribution may reduce the balance in your account even if you are partially or wholly vested in this balance. HTB/ _1/01/26/11 11

12 XVII BENEFIT CLAIMS Benefit claims are handled through the Plan Administrator which has sole authority for deciding these claims. You should advise the Plan Administrator in advance if you are applying for retirement. If you are totally and permanently disabled, you should provide the necessary evidence of disability. If you die, your beneficiary should present proof of death to the Plan Administrator. You should be sure to name a beneficiary (the Plan Administrator has a form for this) and advise the beneficiary you have done so. If you leave employment before retirement with a vested benefit, you should keep the Plan Administrator informed of your address and marital status. In a case where a claim for benefits is denied by the Plan Administrator, the Plan Administrator shall notify the claimant of the denial, in writing, within 90 days (45 days in the case if a disability claim) of the receipt of the claim, including the specific reasons for the denial, the Plan provision on which the denial is based, an explanation of any additional information or material necessary for your claim to be granted and of why it is necessary, and an explanation of the right to appeal and the steps to take to make an appeal. If the response states further information or material is necessary, you will have 45 days to provide it. The claimant receiving a denial then has 60 days to submit a request, in writing, to the Plan Administrator for a review of the denial. This 60 day requirement to request a review of a denied claim is expanded to 180 days in the case of a denial of a disability claim. Your request for review may include any information, records, or comments relating to your claim as you deem applicable, and you have a right to copies of all documents, records and other information held by the Plan Administrator relevant to your claim, free of charge. The Plan Administrator has 60 days following receipt of a request for review to conduct a full and fair review of all materials relating to your claim and request for review, and to render its decision, in writing, on such request. This 60 day response time is reduced to 45 days in the case of a disability claim. The Administrator s written decision will again specify the specific reasons and/or plan provisions on which the decision is based, and explain your right to review, free of charge, a copy of the complete record relating to your claim. If the decision in review is to again deny your claim, you then have 365 days to file suit in court to further pursue your claims. Thereafter, the right further to contest your claim shall be waived. This paragraph is a summary of the more detailed claims procedures in the Plan document. You can obtain upon request from the Plan Administrator, without charge, a copy of the complete claims procedures in the Plan document. XVIII PENSION BENEFIT INSURANCE Benefits under this Plan are not insured by the Pension Benefit Guaranty Corporation (PBGC) because the Plan is an individual account plan. HTB/ _1/01/26/11 12

13 XIX STATEMENT OF ERISA RIGHTS As a participant in the Plan described in this summary plan description you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to: Receive information about the Plan and your benefits hereunder. Examine, without charge, at the Plan Administrator's office all plan documents and copies of all documents filed by the Plan with the U. S. Department of Labor, such as detailed annual reports and Plan descriptions. Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies. Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report. Obtain a statement telling you whether you have a right to receive a pension at normal retirement age and, if so, what your benefits would be if you stop working under the Plan now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to get a right to a pension. This statement must be requested in writing and is not required to be given more than once a year. The Plan must provide the statement free of charge. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your Employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA. If your claim for a pension benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial and you have a right to obtain copies of documents relating to the decision, without charge. You have the right to have the Plan review and reconsider your claim within certain time frames. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. In addition, if you disagree with the Plan s decision, or lack thereof, concerning the qualified status of a domestic relations order you HTB/ _1/01/26/11 13

14 may file suit in federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees if, for example, it finds your claim is frivolous. If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance obtaining documents from the Plan Administrator, you should contact the nearest area office of the Employee Benefits Security Administration, Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquires, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, DC You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. HTB/ _1/01/26/11 14