A.M. CASTLE & CO. DIRECTORS DEFERRED COMPENSATION PLAN

Exhibit 10.13

A.M. CASTLE & CO.

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

A.M. CASTLE & CO. DIRECTORS
DEFERRED COMPENSATION PLAN

SECTION 1

General

     1.1 Purpose and Effective Date . A.M. Castle & Co., a Maryland corporation (the “Company”), maintains the A.M. Castle & Co. Directors Deferred Compensation Plan (the “Plan”) to enable each member of the Company’s Board of Directors who is not employed by the Company or an affiliate (a “Director”) to defer receipt of compensation paid to the Director by the Company, and to identify the interests of the Directors with the interests of the Company’s shareholders. The Plan was initially effective as of October 1, 1986, and is hereby effective and amended in its entirety as of November 1, 2008. The Plan is designed to comply with the American Jobs Creation Act of 2004, as amended (the “Jobs Act”), and Section 409A of the Code. Accordingly, effective as of November 1, 2008, the Plan is hereby amended and restated, as set forth herein, to conform to the requirements of the Jobs Act and Section 409A of the Code, and final Treasury regulations issued thereunder. Unless otherwise specified herein or otherwise required by law, the “Effective Date” of this amendment and restatement is November 1, 2008. Prior to November 1, 2008, it is intended that the Plan be interpreted according to a good faith interpretation of the Jobs Act and Section 409A of the Code, and consistent with published guidance thereunder, including, without limitation, IRS Notice 2005-1 and the proposed and final Treasury regulations under Section 409A of the Code. Treatment of amounts deferred under the Plan pursuant to and in accordance with any transition rules provided under all IRS published guidance and other applicable authorities in connection with the Jobs Act or Section 409A of the Code, including, without limitation, the adoption of the transition rules prescribed under Q&As 20 and 21of IRS Notice 2005-1, shall be expressly authorized hereunder and shall be administered in accordance with procedures established by the Administrator or the Committee, as the case may be. In the event of any inconsistency between the terms of the Plan and the Jobs Act or Section 409A of the Code, the terms of the Jobs Act and Section 409A of the Code shall prevail and govern.

SECTION 2

Definitions

     2.1 Definitions . As used herein, the following words shall have the following meanings:

          (a) “Account” means the bookkeeping account maintained for each Director pursuant to Article 5 below. Each Account shall have an Interest Subaccount and a Stock Subaccount, as applicable.

          (b) “Board” means the Board of Directors of the Company as from time to time constituted.

          (c) “Change of Control” means the date on which the first of the following events occur (a) any one person or more than one person acting as a Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company having a total Gross Fair Market Value equal to or more than 40% of the total Gross Fair Market Value of all of the assets of the Company immediately before such acquisition or acquisitions; (b) any one person or more than one person acting as a Group acquires more than 50% of the total fair market value of stock of the Company, provided that if such person or persons are considered either to own more than 50% of the total fair market value of the stock the Company, the acquisition of additional stock or control, respectively, of the Company by the same person or persons is not considered to cause a Change of Control of the Company under this subsection (b); or (c) a majority of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors as constituted before the appointment or election.

     For purposes of this Section, the terms “Gross Fair Market Value,” and “Group” shall have the respective meanings assigned to them below:

     Notwithstanding the foregoing provisions to the contrary, the following provisions shall apply for purposes of this Section: (x) for purposes of determining stock ownership, the attribution rules described in Section 318(a) of the Code shall apply and stock underlying a vested option is considered owned by the individual who holds the vested option, provided that if a vested option is exercisable for stock that is not substantially vested (as defined by Treasury Regulation §§83-3(b) and (j)), the stock underlying the option shall not be treated as owned by the individual who holds the option; (y) if payments from the Plan are made on account of a Change of Control event described in subsection (a) or (b), above, that occur because the Company purchases its stock held by the Director or because the Company or a third party purchases a stock right held by the Company, or that are calculated by reference to the value of the Company’s stock, such payments shall be completed not later than 5 years after the Change of Control event; and (z) a Change of Control shall be subject to such further rules, conditions, limitations, restrictions, or clarifications prescribed under Section 409A of the Code, including, without limitation, Treasury Regulation §§1.409A-3(i)(5)(v), (vi) and (vii).

          (d) “Committee” means the Human Resources Committee of the Board.

          (e) “Company” means A.M. Castle & Co., a Maryland corporation, or any successor thereto.

          (f) “Company Stock” means the common stock, $0.01 par value per share, of the Company.

          (g) “Compensation” means for each Director: (i) the retainer payable to the Director for his or her service as a member of the Board during a calendar year; (ii) the fees paid to the Director for each Board and Committee meeting attended during a calendar year; and (iii) fees, if any, paid to a Director during a calendar year as Chairman of a Board Committee.

          (h) “Director” means each member of the Company’s Board who is not employed by the Company or any of its affiliates.

          (i) “Fair Market Value” means, as of any date, the closing sales price of the Company Stock on the New York Stock Exchange Composite Tape (as reported in The Wall Street Journal ) on that date, or if the Company Stock is not traded on that date, as of the next preceding date on which the Company Stock was traded.

          (j) “Plan” means this A.M. Castle & Co. Directors Deferred Compensation Plan, as stated herein and as may be further amended from time to time.

          (k) “Stock Unit” means the right to receive an amount equal to the Fair Market Value of a share of Company Stock, as determined in accordance with the Plan.

          (l) “Unforeseeable Emergency” means a severe financial hardship of a Director resulting from an illness or accident of the Director or of the Director’s spouse, beneficiary or dependent (as defined in Section 152(a) of the Internal Revenue Code), loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances beyond the control of the Director. The existence of an Unforeseeable Emergency shall be determined by the Committee in its sole discretion.

SECTION 3

Plan Administration

     3.1 Administration by Committee . The authority to manage and control the operation and administration of the Plan shall be vested in the Committee. The Committee may interpret and construe the Plan and adopt rules and regulations and prescribe forms for carrying out the purposes and provisions of the Plan. Any interpretation of the Plan by the Committee and any decision relating to the Plan made by the Committee on any other matter within its discretion is final and binding on all persons. No member of the Committee shall be liable for any action or determination made with respect to the Plan.

SECTION 4

Deferral and Investment of Compensation

     4.1 Deferral Election .

          (a) Each Director, by filing a written election as described below, may elect to defer receipt of all or a portion of his or her Compensation payable during a calendar year until his or her service on the Board terminates for any reason or as otherwise described in Section 5.

          (b) A Director’s election to defer receipt of Compensation shall be made on an election form, and in accordance with such other rules and procedures, as the Committee may prescribe. An election form effective for a calendar year shall be delivered to the Committee prior to the first day of such calendar year, and shall remain in effect for subsequent calendar years until a revised election form is delivered to the Committee on or before the first day of the calendar year for which the new election is to become effective. Except as provided in subsection (c) below, an initial election form or a revised election form shall apply only to Compensation otherwise payable to a Director after the end of the calendar year in which such initial or revised election form is delivered to the Committee, and shall be irrevocable as of the first day of the calendar year for which the Compensation covered by the election form is to be paid. If an election form is not in effect for a Director for a calendar year, he or she shall be deemed to have elected to receive his or her Compensation in cash.

          (c) Notwithstanding the provisions of subsection (b) above, an election made