agreements.htm


    
      
        
          
            
              
                CHANGE
                  IN CONTROL AGREEMENT

                A.M.
                  CASTLE & CO

                 

                THIS AGREEMENT (“Agreement”), made and entered
                  into this 9th day of August, 2007 (the “Effective Date”), by and between A.M.
                  Castle & Co., a Maryland corporation(the “Company”), and Stephen V. Hooks
                  (the “Executive”);

                 

                WITNESSETH THAT:

                 

                WHEREAS, the Company wishes to
                  assure itself of
                  the continuity of the Executive’s service and has determined that it is
                  appropriate that the Executive receive certain payments in the
                  event that the
                  Executive’s employment is involuntarily terminated following a change in
                  control
                  as more fully described below; and

                 

                WHEREAS, the Company and the Executive
                  accordingly desire to enter into this Agreement on the terms and
                  conditions set
                  forth below;

                 

                NOW, THEREFORE, in consideration
                  of the
                  premises and mutual covenants set forth herein, IT IS HEREBY AGREED,
                  by and
                  between the parties as follows:

                 

                1.                 
Relationship to Other Agreements.  Unless and until a Change
                  of
                  Control (as defined in paragraph 3) occurs, no benefits or other
                  payments shall
                  be payable under this Agreement.  If a Change of Control occurs during the
                  Term of this Agreement (as defined in paragraph 2), this Agreement
                  shall
                  supersede that certain Severance Agreement between the Company
                  and the
                  Executive, dated August 9, 2007 (the “Severance Agreement), and any and all
                  other agreements between the Executive and the Company regarding
                  the payment of
                  benefits upon a termination of the Executive’s employment with the
                  Company.  If the Executive is entitled to severance pay or other benefits
                  pursuant to the terms of this Agreement, the Executive shall not
                  be eligible to
                  receive any severance pay or other benefits pursuant to the terms
                  of any other
                  severance agreement or arrangement of the Company (or any affiliate
                  of the
                  Company), including any arrangement of the Company (or any affiliate
                  of the
                  Company) providing benefits upon involuntary termination of employment.

                 

                2.                 
Agreement Term.  The “Term” of this Agreement shall
                  begin on the
                  Effective Date and shall continue through the first one-year anniversary
                  of the
                  Effective Date; provided, however, that as of the first one-year
                  anniversary of
                  the Effective Date, and on each one-year anniversary thereafter,
                  the Term shall
                  automatically be extended for one additional year unless, not later
                  than 30 days
                  prior to such applicable anniversary date, either party shall have
                  given written
                  notice to the other party that it does not wish to extend the Term;
                  and
                  provided, further, that if a Change in Control shall have occurred
                  within 90
                  days of such termination dates, the Term of this Agreement shall
                  automatically
                  be deemed extended and shall continue for a period of twenty-four
                  calendar
                  months beyond the calendar month in which such Change in Control
                  occurs.

                 

                3.                 
Certain Definitions.  In addition to terms otherwise
                  defined herein,
                  the following capitalized terms used in this Agreement shall have
                  the meanings
                  specified below:

                 

                (a)    
                  Cause.  The term “Cause” shall mean:

                 

                (i)    Executive’s
                  willful theft or embezzlement, or willful attempted theft of embezzlement,
                  of
                  intangible assets or property of the Company;

                 

                (ii)   Any
                  willful act
                  knowingly committed by Executive that subjects the Company or any
                  officer of the
                  Company to any criminal liability for such act; 

                 

                (iii)  
The
                  Executive’s engaging
                  in egregious misconduct involving serious moral turpitude to the
                  extent that, in
                  the reasonable judgment of the Company, the Executive’s credibility and
                  reputation no longer conform to the standard of the Company’s executives;

                 

                (iv)   Gross
                  and willful
                  misconduct by Executive that results in a material injury to the
                  Company;

                 

                (v)    Willful
                  dishonesty of Executive that results in a material injury to the
                  Company;

                 

                (vi)    Willful
                  malfeasance by Executive, provided that such malfeasance, in fact,
                  has an
                  injurious effect on the Company;

                 

                (vii)    Executive’s
                  willful insubordination or willful refusal to perform assigned
                  duties provided
                  that such assigned duties are consistent with the job duties of
                  the Executive
                  and that the Executive shall have an opportunity of 30 days after
                  notice from
                  the Company to cure any such act or failure to act;

                 

                (viii)    Executive’s
                  material breach of this Agreement which continues for 30  days after notice
                  from the Company.

                 

                (b)    
                  Change in Control.  The term “Change in Control” shall mean any of
                  the following that occur after the Effective Date:

                 

                (i)    Ownership,
                  whether direct or indirect, of shares in excess of twenty-five
                  percent (25%) of
                  the outstanding shares of common stock of the Company by a Person
                  (as that term
                  is used in Section 13(d)(3) or 14(d)(2) of the Exchange Act) other
                  than Simpson
                  Estates;

                 

                (ii)    The
                  occurrence of any transaction relating to the Company required
                  to be described
                  pursuant to the requirements of Item 5(f) of Schedule 14(a) of
                  Regulation 14(a)
                  of the Securities Act of 1934 as promulgated by the Security and
                  Exchange
                  Commission; or

                 

                (iii)    Any
                  change in
                  the composition of the Board of Directors of the Company (the “Board”) over a
                  two-year period which results in a majority of the then present
                  directors of the
                  Company not constituting a majority two years later, provided that
                  in making
                  such determination, directors who are elected by or upon the recommendation
                  of
                  the then current majority of the Board shall be excluded.

                 

                (c)    
                  Code.  The term “Code” means the Internal Revenue Code of 1986, as
                  amended.

                 

                (d)    
                  Good Reason.  The term “Good Reason” shall mean:

                 

                (i)    a
                  material
                  diminution in the Executive’s base compensation;

                 

                (ii)    a
                  material
                  diminution in the Executive’s authority, duties, or responsibilities;

                 

                (iii)    a
                  material
                  diminution in the authority, duties, or responsibilities of the
                  person to whom
                  the Executive is required to report;

                 

                (iv)    a
                  material
                  diminution in the budget over which the Executive retains authority;

                 

                (v)    a
                  material
                  change in the geographic location at which the Executive must perform
                  services
                  for the Company; or

                 

                (vi)    any
                  other
                  action or inaction that constitutes a material breach by the Company
                  of this
                  Agreement.

                 

                For purposes of this Agreement,
                  in order
                  for a termination of employment by the Executive to be considered
                  to be on
                  account of Good Reason, the following conditions must be met by
                  the
                  Executive:

                 

                (A)     the
                  Executive provides written notice to the Company of the existence
                  of the
                  condition(s) described in this subparagraph (c) potentially constituting
                  Good
                  Reason within 90 days of the initial existence of such conditions,
                  and 

                 

                (B)     the
                  Company fails to remedy the conditions within 30 days of such notice,
                  and 

                 

                (C)     the
                  Executive actually terminates employment with the Company within
                  six months of
                  providing the notice described in this subparagraph (c).

                
                   

                   

                

              

              
                (e)    
                  Termination Date.  

                 

                The
                  term “Termination Date” means the date on which the Executive’s employment with
                  the Company and its affiliates terminates for any reason, including
                  voluntary
                  resignation.  If the Executive becomes employed by an entity into which the
                  Company has merged, or by the purchaser of substantially all of
                  the assets of
                  the Company, or by a successor to such entity or purchaser, a Termination
                  Date
                  shall not be treated as having occurred for purposes of this Agreement
                  until
                  such time as the Executive terminates employment with the successor
                  and its
                  affiliates (including, without limitation, the merged entity or
                  purchaser).  If the Executive is transferred to employment with an
                  affiliate (including a successor to the Company, and regardless
                  of whether
                  before, on, or after a Change in Control), such transfer shall
                  not constitute a
                  Termination Date for purposes of this Agreement.

                 

                4.                 
Payments and Benefits.  Subject to the terms and
                  conditions of this
                  Agreement, if the Executive’s employment is terminated during the Term of this
                  Agreement after a Change of Control (A) by the Company for a reason
                  other than
                  for Cause or (B) by the Executive for Good Reason, the Executive
                  shall be
                  entitled to:

                 

                (a)    
                  lump sum severance payment equal to two times the Executive’s annual base salary
                  in effect immediately prior to the Termination Date.

                 

                (b)    
                  a lump sum payment in an amount equal to the annual short-term
                  incentive
                  compensation to which the Executive would have been entitled had
                  he continued in
                  the employ of the Company through the last day of the calendar
                  year in which his
                  Termination Date occurs and had the applicable incentive target(s)
                  for such
                  calendar year been fully met, pro-rated for the number of days
                  during the
                  calendar year that the Executive was employed prior to the Termination
                  Date;
                  provided, however, that if the Executive’s Termination Date occurs after
                  June 30th of the calendar year, the Executive may elect, in
                  a
                  writing filed with the Company during the 7-day period immediately
                  following his
                  Termination Date, to have the amount payable to him under this
                  subparagraph (b)
                  calculated on the basis of the actual (rather than the target)
                  short-term
                  incentive compensation to which the Executive would have been entitled
                  had he
                  continued in the employ of the Company through the last day of
                  such calendar
                  year, which amount shall be pro-rated as set forth in this subparagraph
                  (b).


                 

                (c)    
                  for each performance cycle for which an award to the Executive
                  is outstanding
                  under the Company’s long-term incentive compensation plan and with respect to
                  which the Executive has performed services at his Termination Date
                  for a period
                  greater than 50 percent of the total performance cycle, a lump
                  sum payment in an
                  amount equal to the long-term incentive compensation to which the
                  Executive
                  would have been entitled had he continued in the employ of the
                  Company through
                  the last day of such performance cycle and had the applicable incentive
                  targets
                  for such performance cycle been fully met, pro-rated for the number
                  of days
                  during the applicable performance cycle that the Executive was
                  employed prior to
                  the Termination Date.

                 

                (d)    
                  if the Executive is vested in the Company’s tax-qualified defined benefit plan
                  at the time his employment terminates, he shall be entitled to
                  an amount equal
                  to the actuarial equivalent of the additional amount that Executive
                  would have
                  earned under such plan had he accumulated three(3) additional continuous
                  years
                  of service for benefit crediting purposes.  Such amount shall be paid to
                  Executive in an actuarially equivalent cash lump sum at Executive’s normal
                  retirement age (as defined in such tax-qualified defined benefit
                  plan), unless
                  the Executive chooses the option provided under Code Section 409A
                  as outlined in
                  paragraph 8 herein.  

                 

                (e)    
                  continued health benefit coverage for the Executive and the Executive’s
                  qualified beneficiaries as provided in section 4980B of the Code
                  (“COBRA”)).  Such COBRA continuation coverage shall be provided to the
                  Executive and the Executive’s qualified beneficiaries only if and to the extent
                  that the Executive (or his qualified beneficiaries, as applicable)
                  makes a
                  timely and proper election to be covered under COBRA and makes
                  timely payments
                  for the cost of such coverage; provided, however, that such COBRA
                  coverage shall
                  be at the Company’s expense for the period beginning on the day after the
                  Termination Date and ending on the earlier of (i) the first anniversary
                  of the
                  Termination Date or (ii) the date on which the Executive commences
                  employment
                  with another employer.

                 

                (f)     
                  for the period beginning on the Termination Date and ending on
                  the earlier of
                  (i) the first anniversary of the Termination Date and (ii) the
                  date on which the
                  Executive commences employment with another employer, the Executive
                  shall be
                  permitted the use of a Company-owned or leased automobile on the
                  terms and
                  conditions set forth in the Company’s Automobile Policy.

                 

                For
                  the avoidance
                  of doubt, the Executive shall not be entitled to any benefits under
                  this
                  Agreement if his termination of employment occurs on account of
                  his death,
                  disability, or voluntary resignation (other than for Good Reason).

                 

                 

                 

                5.                 
Time of Payments.  Provided that the conditions
                  of paragraph 6
                  (relating to waiver and release) have been satisfied, payments
                  pursuant to
                  subparagraphs 4(a), 4(b) and 4(c) shall be paid on March 1st of the
                  calendar year following the calendar year in which the Executive’s Termination
                  Date occurs or at such earlier date as may apply in accordance with the
                  following:

                 

                (a
                  )    the payment pursuant to subparagraph 4(a) (relating to
                  severance pay) shall be paid within 10 days following the later
                  of (i) the
                  Executive’s Termination Date or (ii) the date on which the conditions of
                  paragraph 6 are satisfied; and 

                 

                (b)    
                  any payment pursuant to subparagraphs 4(b) and 4(c) (relating to
                  incentive
                  compensation) shall be made within 10 days following the later
                  of (i) the date
                  that the short-term incentive compensation would have been paid
                  if the
                  Executive’s Termination Date had not occurred, and (ii) the date on which
                  the
                  conditions of paragraph 6 are satisfied.

                 

                Notwithstanding
                  any other provision of this Agreement, if the requirements of paragraph
                  6 are
                  not satisfied on or before March 1st of the calendar year following
                  the calendar
                  year in which the Executive’s Termination Date occurs, the Executive shall not
                  be entitled to any payments or benefits under this Agreement.

                 

                 

                6.                 
Waiver and Release.  The Executive shall not
                  be entitled to any
                  payments or benefits under this Agreement unless and until the
                  Participant
                  executes and delivers to the Company a valid release of any and
                  all claims
                  against the Company and its affiliates in a form acceptable to
                  the Company and
                  the revocation period for such release has expired without revocation.

                 

                7.                 
Mitigation.  The Executive shall not
                  be required to mitigate the
                  amount of any payment provided for in this Agreement by seeking
                  other employment
                  or otherwise.  None of the Company or any of its affiliates shall be
                  entitled to set off against the amounts payable to the Executive
                  under this
                  Agreement any amounts owed to the Company or any of its affiliates
                  by the
                  Executive, any amounts earned by the Executive in other employment
                  after the
                  Termination Date, or any amounts which might have been earned by
                  the Executive
                  in other employment had he sought such other employment.

                 

                8.                 
Parachute Payments.   The Company and the Executive
                  agree that
                  if any payment or benefit to which the Executive is entitled from
                  the Company,
                  any affiliate, or any trusts established by the Company or by any
                  affiliate
                  (whether or not payable under this Agreement) including, without
                  limitation, the
                  vesting of an option or other non-cash benefit or property (all
                  such payments,
                  benefits and vesting being referred to collectively as “Payments”) are subject
                  to the tax imposed by section 4999 of the Internal Revenue Code
                  of 1986 or any
                  successor provision to that section, then Executive may choose
                  to receive the
                  aggregate present value of those payments either:

                (a)    
                  three times Executive’s base amount less one dollar, or

                 

                (b)    
                  the amount which yields the Executive the greatest after-tax amount
                  of payments
                  under this Agreement and any other plan, program or arrangement
                  with the Company
                  after taking into account all applicable taxes on those payments,
                  including, but
                  not limited to, the excise tax imposed under Section 4999 of the
                  Code.

                 

                (c)    
                  The Executive shall be entitled to select the order in which payments
                  are to be
                  reduced in accordance with the preceding sentence.  Determination of
                  whether Payments would result in the application of the tax imposed
                  by section
                  4999, and the amount of reduction that is necessary so that no
                  such tax would be
                  applied, shall be made, at the Company’s expense, by the independent accounting
                  firm employed by the Company immediately prior to the occurrence
                  of the Change
                  in Control.

                 

                9.                 
Withholding.  All payments to the Executive
                  under this Agreement
                  will be subject to all applicable withholding of applicable taxes.

                 

                10.              
Confidential Information.  The Executive agrees that
                  during the
                  Agreement Term and at all times thereafter:

                 

                (a)     Except
                  as may be required by the lawful order of a court or agency of
                  competent
                  jurisdiction, except as necessary to carry out his duties to the
                  Company and its
                  affiliates, or except to the extent that the Executive has express
                  authorization
                  from the Company, the Executive agrees to keep secret and confidential
                  indefinitely, all Confidential Information (as defined below),
                  and not to
                  disclose the same, either directly or indirectly, to any other
                  person, firm, or
                  business entity, or to use it in any way.

                 

                (b)     To
                  the extent that any court or agency seeks to have the Executive
                  disclose
                  Confidential Information, he shall promptly inform the Company,
                  and he shall
                  take such reasonable steps to prevent disclosure of Confidential
                  Information
                  until the Company has been informed of such requested disclosure,
                  and the
                  Company has an opportunity to respond to such court or agency.  To the
                  extent that the Executive obtains information on behalf of the
                  Company or any of
                  its affiliates that may be subject to attorney-client privilege
                  as to the
                  Company’s attorneys, the Executive shall take reasonable steps to maintain
                  the
                  confidentiality of such information and to preserve such privilege.

                 

                (c)     Nothing
                  in the foregoing provisions of this paragraph 10 shall be construed
                  so as to
                  prevent the Executive from using, in connection with his employment
                  for himself
                  or an employer other than the Company or any of the affiliates,
                  knowledge which
                  was acquired by him during the course of his employment with the
                  Company and its
                  affiliates, and which is generally known to persons of his experience
                  in other
                  companies in the same industry.

                 

                (d)     For
                  purposes of this Agreement, the term “Confidential Information” shall include
                  all non-public information (including, without limitation, information
                  regarding
                  litigation and pending litigation) concerning the Company and its
                  affiliates
                  which was acquired by or disclosed to the Executive during the
                  course of his
                  employment with the Company, or during the course of his consultation
                  with the
                  Company following the Termination Date.

                 

                (e)   
                  This paragraph 10 shall not be construed to unreasonably restrict
                  the
                  Executive’s ability to disclose confidential information in an arbitration
                  proceeding or a court proceeding in connection with the assertion
                  of, or defense
                  against any claim of breach of this Agreement.  If there is a dispute
                  between the Company and the Executive as to whether information may be disclosed
                  in accordance with this subparagraph (e), the matter shall be submitted
                  to the
                  arbitrators or the court (whichever is applicable) for decision.

                 

                11.             
Competition.  During the Term of the
                  Agreement and for a period of
                  12 months after termination of the Executive’s employment with the Company for
                  any reason, the Executive shall not, without the express written
                  consent of the
                  Chief Executive Officer of the Company:

                 

                (a)     be
                  employed by, serve as a consultant to, or otherwise assist or directly
                  or
                  indirectly provide services to a Competitor (defined below) if:
                  (i) the services
                  that the Executive is to provide to the Competitor are the same
                  as, or
                  substantially similar to, any of the services that the Executive
                  provided to the
                  Company or its affiliates, and such services are to be provided
                  with respect to
                  any location in which the Company or an affiliate of the Company
                  has material
                  operations during the 12-month period prior to the Termination
                  Date, or with
                  respect to any location in which the Company or an affiliate of
                  the Company has
                  devoted material resources to establishing operations during the
                  12-month period
                  prior to the Termination Date; or (ii) the trade secrets, confidential
                  information, or proprietary information (including, without limitation,
                  confidential or proprietary methods) of the Company and its affiliates
                  to which
                  the Executive had access could reasonably be expected to benefit
                  the Competitor
                  if the Competitor were to obtain access to such secrets or information. 
For purposes of this subparagraph (a), services provided by others
                  shall be
                  deemed to have been provided by the Executive if the Executive
                  had material
                  supervisory responsibilities with respect to the provision of such
                  services.

                 

                (b)    solicit
                  or attempt to solicit any party who is then or, during the 12-month
                  period prior
                  to such solicitation or attempt by the Executive was (or was solicited
                  to
                  become), a customer or supplier of the Company, provided that the
                  restriction in
                  this subparagraph (b) shall not apply to any activity on behalf
                  of a business
                  that is not a Competitor.

                 

                (c)    solicit,
                  entice, persuade or induce any individual who is employed by the
                  Company or its
                  affiliates (or was so employed within 90 days prior to the Executive’s action)
                  to terminate or refrain from renewing or extending such employment
                  or to become
                  employed by or enter into contractual relations with any other
                  individual or
                  entity other than the Company or its affiliates, and the Executive
                  shall not
                  approach any such employee for any such purpose or authorize or
                  knowingly
                  cooperate with the taking of any such actions by any other individual
                  or
                  entity.

                 

                (d)    directly
                  or indirectly own an equity interest in any Competitor (other than
                  ownership of
                  5% or less of the outstanding stock of any corporation listed on
                  the New York
                  Stock Exchange or the American Stock Exchange or included in the
                  NASDAQ
                  System).

                 

                The
                  term
“Competitor” means any enterprise (including a person, firm or business, whether
                  or not incorporated) during any period in which it is materially
                  competitive in
                  any way with any business in which the Company or any of its affiliates
                  was
                  engaged during the 12-month period prior to the Executive’s termination of
                  employment.  Upon the written request of the Executive, the Company’s Chief
                  Executive Officer will determine whether a business or other entity
                  constitutes
                  a “Competitor” for purposes of this paragraph and may require the Executive to
                  provide such information as the Chief Executive Officer determines
                  to be
                  necessary to make such determination.  The current and continuing
                  effectiveness of such determination may be conditioned on the accuracy
                  of such
                  information, and on such other factors as the Chief Executive Officer
                  may
                  determine.

                 

                 

                12.             
Non-Disparagement.  The Executive agrees that,
                  while he is employed
                  by the Company, and after his Termination Date, he shall not make
                  any false,
                  defamatory or disparaging statements about the Company, its affiliates,
                  or the
                  officers or directors of the Company or its affiliates that are
                  reasonably
                  likely to cause material damage to the Company, its affiliates,
                  or the officers
                  or directors of the Company or its affiliates.  While the Executive is
                  employed by the Company, and after the Termination Date, the Company
                  agrees, on
                  behalf of itself and its affiliates, that neither the officers
                  nor the directors
                  of the Company or its affiliates shall make any false, defamatory
                  or disparaging
                  statements about the Executive that are reasonably likely to cause
                  material
                  damage to the Executive.

                 

                13.             
Nonalienation.  The interests of the Executive
                  under this Agreement
                  are not subject in any manner to anticipation, alienation, sale,
                  transfer,
                  assignment, pledge, encumbrance, attachment, or garnishment by
                  creditors of the
                  Executive or the Executive’s beneficiary.

                 

                14.             
Amendment.  This Agreement may be
                  amended or canceled only by mutual
                  agreement of the parties in writing without the consent of any
                  other
                  person.  So long as the Executive lives, no person, other than the parties
                  hereto, shall have any rights under or interest in this Agreement
                  or the subject
                  matter hereof.

                 

                15.             
Applicable Law.  The provisions of this Agreement
                  shall be construed
                  in accordance with the laws of the State of Illinois, without regard
                  to the
                  conflict of law provisions of any state.

                 

                16.             
Severability.  The invalidity or unenforceability
                  of any provision
                  of this Agreement will not affect the validity or enforceability
                  of any other
                  provision of this Agreement, and this Agreement will be construed
                  as if such
                  invalid or unenforceable provision were omitted (but only to the
                  extent that
                  such provision cannot be appropriately reformed or modified).

                 

                17.             
Obligation of Company.  Except as otherwise specifically
                  provided in
                  this Agreement, nothing in this Agreement shall be construed to
                  affect the
                  Company’s right to modify the Executive’s position or duties, compensation, or
                  other terms of employment, or to terminate the Executive’s employment. 
Nothing in this Agreement shall be construed to provide to Executive
                  any rights
                  upon termination of Executive’s employment with the Company other than as
                  specifically described in paragraph 4.  If Executive’s employment is
                  terminated other than by the Company for Cause or by the Executive
                  for Good
                  Reason, the Executive’ benefits shall be determined in accordance with the
                  applicable retirement, insurance and other programs of the Company
                  as may then
                  be in effect.

                 

                18.             
Waiver of Breach.  No waiver by any party
                  hereto of a breach of any
                  provision of this Agreement by any other party, or of compliance
                  with any
                  condition or provision of this Agreement to be performed by such
                  other party,
                  will operate or be construed as a waiver of any subsequent breach
                  by such other
                  party of any similar or dissimilar provisions and conditions at
                  the same or any
                  prior or subsequent time.  The failure of any party hereto to take any
                  action by reason of such breach will not deprive such party of
                  the right to take
                  action at any time while such breach continues.

                 

                19.             
Successors, Assumption of
                  Contract.  This Agreement is personal to
                  the Executive and may not be assigned by the Executive without
                  the written
                  consent of the Company.  However, to the extent that rights or benefits
                  under this Agreement otherwise survive the Executive’s death, the Executive’s
                  heirs and estate shall succeed to such rights and benefits pursuant
                  to the
                  Executive’s will or the laws of descent and distribution.  This Agreement
                  shall be binding upon and inure to the benefit of the Company and
                  any successor
                  of the Company and the Company will require any successor (whether
                  direct or
                  indirect, by purchase, merger, consolidation or otherwise) to all
                  or
                  substantially all of the business or assets of the Company to expressly
                  assume
                  and agree to perform this Agreement in the same manner and to the
                  same extent
                  that the Company would be required to perform it if no such succession
                  had taken
                  place.

                 

                20.             
Notices.  Notices and all other
                  communications provided for in this
                  Agreement shall be in writing and shall be delivered personally
                  or sent by
                  registered or certified mail, return receipt requested, postage
                  prepaid
                  (provided that international mail shall be sent via overnight or
                  two-day
                  delivery), or sent by facsimile or prepaid overnight courier to
                  the parties at
                  the addresses set forth below.  Such notices, demands, claims and other
                  communications shall be deemed given:

                 

                (a)         
                  in the case of delivery by overnight service with guaranteed next
                  day delivery,
                  the next day or the day designated for delivery;

                 

                (b)        
                  in the case of certified or registered U.S. mail, five days after
                  deposit in the
                  U.S. mail; or

                 

                (c)         
                  in the case of facsimile, the date upon which the transmitting
                  party received
                  confirmation of receipt by facsimile, telephone or otherwise;

                 

                provided,
                  however,
                  that in no event shall any such communications be deemed to be
                  given later than
                  the date they are actually received.  Communications that are to be
                  delivered by the U.S. mail or by overnight service or two-day delivery
                  service
                  are to be delivered to the addresses set forth below:

                 

                 

                to the Company:

                 

                A. M. Castle & Co.
3400 North Wolf
                  Road
Franklin Park, IL60131
Attn:  Corporate Secretary

                 

                or
                  to the
                  Executive:

                 

                Stephen
                  V.
                  Hooks
400 Rollingwood Lane
Joliet, IL 60431

                 

                 

                Each
                  party, by
                  written notice furnished to the other party, may modify the applicable
                  delivery
                  address, except that notice of change of address shall be effective
                  only upon
                  receipt.

                 

                 

                 

                21.             
Arbitration of All Disputes.  Any controversy or claim
                  arising out
                  of or relating to this Agreement (or the breach thereof) shall
                  be settled by
                  final, binding and non-appealable arbitration in Illinois, by three
                  arbitrators.  Except as otherwise expressly provided in this paragraph 21,
                  the arbitration shall be conducted in accordance with the rules
                  of the American
                  Arbitration Association (the “Association”) then in effect.  One of the
                  arbitrators shall be appointed by the Company, one shall be appointed
                  by the
                  Executive, and the third shall be appointed by the first two arbitrators. 
If the first two arbitrators cannot agree on the third arbitrator
                  within 30 days
                  of the appointment of the second arbitrator, then the third arbitrator
                  shall be
                  appointed by the Association.

                 

                22.             
Survival of Agreement.  Except as otherwise expressly
                  provided in
                  this Agreement, the rights and obligations of the parties to this
                  Agreement
                  shall survive the termination of the Executive’s employment with the
                  Company.

                 

                23.             
Counterparts.  This Agreement may be
                  executed in two or more
                  counterparts, any one of which shall be deemed the original without
                  reference to
                  the others. 

              

              
                 

                IN WITNESS THEREOF, the Executive
                  has hereunto
                  set his hand, and the Company has caused these presents to be executed
                  in its
                  name and on its behalf, all as of the Effective Date.

                
 

                
                  
                    	
                            Executive:

                          
	 
	
                            /s/
                              Stephen V. Hooks

                          
	
                            Chief
                              Operating Officer

                          
	 
	
                            A.
                              M. Castle & Co.:

                          
	 
	
                            By
                              /s/ Michael H. Goldberg

                          
	
                            Its:
                              President & CEO

                          


                  


                  
                    
                       

                    

                    
                       

                      
                      

                    

                    
                       

                    

                  

                

              

              
                SEVERANCE
                  AGREEMENT

                 

                A.M.
                  CASTLE & CO.

                 

                THIS AGREEMENT (“Agreement”), made and entered
                  into this 9th day of August, 2007 (the “Effective Date”), by and between A.M.
                  Castle & Co., a Maryland corporation(the “Company”), and Stephen V. Hooks
                  (the “Executive”);

                 

                WITNESSETH THAT:

                 

                WHEREAS, the Company wishes to
                  assure itself of
                  the continuity of the Executive’s service and has determined that it is
                  appropriate that the Executive receive certain payments in the
                  event of an
                  involuntary termination of employment; and

                 

                WHEREAS, the Company and the Executive
                  accordingly desire to enter into this Agreement on the terms and
                  conditions set
                  forth below;

                 

                NOW, THEREFORE, in consideration
                  of the
                  premises and mutual covenants set forth herein, IT IS HEREBY AGREED,
                  by and
                  between the parties as follows:

                 

                1.                 
                  Relationship to Other Agreements.  Except as otherwise provided in
                  any other agreement between the Company and the Executive which
                  specifically
                  identifies this Agreement and specifically provides that it supersedes
                  this
                  Agreement, this Agreement shall supersede any and all other agreements
                  between
                  the Executive and the Company regarding the payment of benefits
                  upon a
                  termination of the Executive’s employment with the Company.  If the
                  Executive is entitled to severance pay or other benefits pursuant
                  to the terms
                  of this Agreement, the Executive shall not be eligible to receive
                  any severance
                  pay or other benefits pursuant to the terms of any other severance
                  agreement or
                  arrangement of the Company (or any affiliate of the Company), including
                  any
                  arrangement of the Company (or any affiliate of the Company) providing
                  benefits
                  upon involuntary termination of employment.

                 

                2.                 
Agreement Term.  The “Term” of this Agreement shall
                  begin on the
                  Effective Date and shall continue through the first one-year anniversary
                  of the
                  Effective Date; provided, however, that as of the first one-year
                  anniversary of
                  the Effective Date, and on each one-year anniversary thereafter,
                  the Term shall
                  automatically be extended for one additional year unless, not later
                  than 30 days
                  prior to such applicable anniversary date, either party shall have
                  given written
                  notice to the other party that it does not wish to extend the Term.

                 

                3.                 
Certain Definitions.  In addition to terms otherwise
                  defined herein,
                  the following capitalized terms used in this Agreement shall have
                  the meanings
                  specified below:

                 

                (a)               
Cause.  The term “Cause” shall mean:

                 

                (i)          Executive’s
                  willful theft or embezzlement, or willful attempted theft of embezzlement,
                  of
                  intangible assets or property of the Company;

                 

                (ii)         Any
                  willful act knowingly committed by Executive that subjects the
                  Company or any
                  officer of the Company to any criminal liability for such act;


                 

                (iii)        The
                  Executive’s engaging in egregious misconduct involving serious moral turpitude
                  to the extent that, in the reasonable judgment of the Company,
                  the Executive’s
                  credibility and reputation no longer conform to the standard of
                  the Company’s
                  executives;

                 

                (iv)        Gross
                  and willful misconduct by Executive that results in a material
                  injury to the
                  Company;

                 

                (v)         Willful
                  dishonesty of Executive that results in a material injury to the
                  Company;

                 

                (vi)        Willful
                  malfeasance by Executive, provided that such malfeasance, in fact,
                  has an
                  injurious effect on the Company;

                 

                (vii)       Executive’s
                  willful insubordination or willful refusal to perform assigned
                  duties provided
                  that such assigned duties are consistent with the job duties of
                  the Executive
                  and that the Executive shall have an opportunity of 30 days after
                  notice from
                  the Company to cure any such act or failure to act;

                 

                (viii)      Executive’s
                  material breach of this Agreement which continues for 30 days after
                  notice from
                  the Company.

                 

                (b)              
Code.  The term “Code” means the Internal
                  Revenue Code of 1986, as
                  amended.

                 

                (c)               
Good Reason.  The term “Good Reason” shall mean:

                 

                (i)         a
                  material diminution in the Executive’s base compensation;

                 

                (ii)        
                  a material diminution in the Executive’s authority, duties, or
                  responsibilities;

                 

                (iii)       
                  a material diminution in the authority, duties, or responsibilities
                  of the
                  person to whom the Executive is required to report;

                 

                (iv)       a
                  material diminution in the budget over which the Executive retains
                  authority;

                 

                (v)        a
                  material change in the geographic location at which the Executive
                  must perform
                  services for the Company; or

                 

                (vi)       any
                  other action or inaction that constitutes a material breach by
                  the Company of
                  this Agreement.

                 

                For purposes of this Agreement,
                  in order for a
                  termination of employment by the Executive to be considered to
                  be on account of
                  Good Reason, the following conditions must by met by the Executive:

                 

                (A)    the
                  Executive
                  provides written notice to the Company of the existence of the
                  condition(s)
                  described in this subparagraph (c) potentially constituting Good
                  Reason within
                  90 days of the initial existence of such condition(s), and 

                 

                (B)    the
                  Company
                  fails to remedy the conditions which the Executive outlines in
                  his written
                  notice within 30 days of such notice, and 

                 

                (C)    the
                  Executive
                  actually terminates employment with the Company within six months
                  of providing
                  the notice described in this subparagraph (c).

                 

                (d)            
Termination Date.  The term “Termination Date” means the date on
                  which the Executive’s employment with the Company and its affiliates terminates
                  for any reason, including voluntary resignation.  If the Executive becomes
                  employed by an entity into which the Company has merged, or by
                  the purchaser of
                  substantially all of the assets of the Company, or by a successor
                  to such entity
                  or purchaser, a Termination Date shall not be treated as having
                  occurred for
                  purposes of this Agreement until such time as the Executive terminates
                  employment with the successor and its affiliates (including, without
                  limitation,
                  the merged entity or purchaser).  If the Executive is transferred to
                  employment with an affiliate (including a successor to the Company),
                  such
                  transfer shall not constitute a Termination Date for purposes of
                  this
                  Agreement.

                 

                4.                 
Payments and Benefits.  Subject to the terms and
                  conditions of this
                  Agreement, if the Executive’s employment is terminated during the Term of this
                  Agreement (A) by the Company for a reason other than for Cause
                  or (B) by the
                  Executive for Good Reason, the Executive shall be entitled to:

                 

                (a)            a
                  lump sum severance payment equal to one times the Executive’s annual base salary
                  in effect immediately prior to the Termination Date.

                 

                (b)            a
                  lump sum payment in an amount equal to the annual short-term incentive
                  compensation to which the Executive would have been entitled had
                  he continued in
                  the employ of the Company through the last day of the calendar
                  year in which the
                  Termination Date occurs and had the applicable incentive target(s)
                  for such
                  calendar year been fully met, pro-rated for the number of days
                  during the
                  calendar year that the Executive was employed prior to the Termination
                  Date;
                  provided, however, that if the Executive’s Termination Date occurs after
                  June 30th of the calendar year, the Executive may elect, in
                  a
                  writing filed with the Company during the 7-day period immediately
                  following his
                  Termination Date, to have the amount payable to him under this
                  subparagraph (b)
                  calculated on the basis of the actual (rather than the target)
                  short-term
                  incentive compensation to which the Executive would have been entitled
                  had he
                  continued in the employ of the Company through the last day of
                  such calendar
                  year, which amount shall be pro-rated as set forth in this subparagraph
                  (b).


                 

                (c)            
with respect to any granted
                  but not awarded performance Stock pursuant to the
                  Company’s long term incentive plan, the 2005 to 2007 Restricted, Stock
                  Option
                  and Equity Plan,  initiated on January 1, 2005 and terminating on December
                  31, 2007, Executive shall receive the entire lump sum of that grant
                  at
                  Termination; provided , however, that if the Executive’s Termination occurs
                  after June 30th of the calendar year, the Executive may elect, in
                  a
                  writing filed with the Company during the 7-day period immediately
                  following his
                  Termination Date, to have the amount payable to him under this
                  subparagraph (c)
                  calculated on the basis of the actual (rather than the target)
                  long-term
                  incentive compensation to which the Executive would have been entitled
                  had he
                  continued in the employ of the Company through the last day of
                  such calendar
                  year.

                 

                (d)            
with respect to any granted
                  but not awarded Performance Stock or other long term
                  incentive compensation, a lump sum payment in an amount to which
                  the
                  Executive  would have been entitled had he continued in the employ of the
                  Company through the last day of the calendar year in which the
                  Termination Date
                  occurs and had the applicable incentive target(s) for such calendar
                  year been
                  fully met, pro-rated for the number of days during the calendar
                  year that the
                  Executive was employed prior to the Termination Date; provided,
                  however, that if
                  the Executive’s Termination Date occurs after June 30th of the
                  calendar year, the Executive may elect, in a writing filed with
                  the Company
                  during the 7-day period immediately following his Termination Date,
                  to have the
                  amount payable to him under this subparagraph (c) calculated on
                  the basis of the
                  actual (rather than the target) long-term incentive compensation
                  to which the
                  Executive would have been entitled had he continued in the employ
                  of the Company
                  through the last day of such calendar year, which amount shall
                  be pro-rated as
                  set forth in this subparagraph (c).

                 

                (e)            continued
                  health benefit coverage for the Executive and the Executive’s qualified
                  beneficiaries as provided in section 4980B of the Code (“COBRA”)).  Such
                  COBRA continuation coverage shall be provided to the Executive
                  and the
                  Executive’s qualified beneficiaries only if and to the extent that the Executive
                  (or his qualified beneficiaries, as applicable) make a timely and
                  proper
                  election to be covered under COBRA and make timely payments for
                  the cost of such
                  coverage; provided, however, that such COBRA coverage shall be
                  at the Company’s
                  expense for the period beginning on the day after the Termination
                  Date and
                  ending on the earlier of (i) the first anniversary of the Termination
                  Date or
                  (ii) the date on which the Executive commences employment with
                  another
                  employer.

                 

                (f)             for
                  the period beginning on the Termination Date and ending on the
                  earlier of (i)
                  the first anniversary of the Termination Date and (ii) the date
                  on which the
                  Executive commences employment with another employer, the Executive
                  shall be
                  permitted the use of a Company-owned or leased automobile on the
                  terms and
                  conditions set forth in the Company’s Automobile Policy.

                 

                For
                  the avoidance of doubt, the Executive shall not be entitled to
                  any benefits
                  under this Agreement if his termination of employment occurs on
                  account of his
                  death, disability, or voluntary resignation (other than for Good
                  Reason). 


                 

                5.                 
Time of Payments.  Provided that the conditions
                  of paragraph 6
                  (relating to waiver and release) have been satisfied, payments
                  pursuant to
                  subparagraphs 4(a) and 4(b) shall be paid no later than March 15th
                  of the
                  calendar year following the calendar year in which the Executive’s Termination
                  Date occurs or at such earlier date as may apply in accordance with the
                  following:

                 

                (a)      the
                  payment pursuant to subparagraph 4(a) (relating to severance pay)
                  shall be paid
                  within 10 days following the later of (i) the Executive’s Termination Date or
                  (ii) the date on which the conditions of paragraph 6 are satisfied;
                  and 

                 

                (b)      the
                  payment pursuant to subparagraph 4(b) and (c)(relating to incentive
                  compensation) shall be made within 10 days following the later
                  of (i) the date
                  that the long-term and/or short-term incentive compensation would
                  have been paid
                  if the Participant’s Termination Date had not occurred, and (ii) the date on
                  which the conditions of paragraph 6 are satisfied.

                 

                Notwithstanding
                  any other provision of this Agreement, if the requirements of paragraph
                  6 are
                  not satisfied on or before March 1st of the calendar year following
                  the calendar
                  year in which the Executive’s Termination Date occurs, the Executive shall not
                  be entitled to any payments or benefits under this Agreement.

                 

                 

                6.                 
Waiver and Release.  The Executive shall not
                  be entitled to any
                  payments or benefits under this Agreement unless and until the
                  Participant
                  executes and delivers to the Company a valid release of any and
                  all claims
                  against the Company and its affiliates in a form acceptable to
                  the Company and
                  the revocation period for such release has expired without revocation.

                 

                7.                 
Mitigation.  The Executive shall not
                  be required to mitigate the
                  amount of any payment provided for in this Agreement by seeking
                  other employment
                  or otherwise.  None of the Company or any of its affiliates shall be
                  entitled to set off against the amounts payable to the Executive
                  under this
                  Agreement any amounts owed to the Company or any of its affiliates
                  by the
                  Executive, any amounts earned by the Executive in other employment
                  after the
                  Termination Date, or any amounts which might have been earned by
                  the Executive
                  in other employment had he sought such other employment.

                 

                8.                 
Parachute
                  Payments.   The Company and the Executive agree that
                  if any payment or benefit to which the Executive is entitled from
                  the Company,
                  any affiliate, or any trusts established by the Company or by any
                  affiliate
                  (whether or not payable under this Agreement) including, without
                  limitation, the
                  vesting of an option or other non-cash benefit or property (all
                  such payments,
                  benefits and vesting being referred to collectively as “Payments”) are subject
                  to the tax imposed by section 4999 of the Internal Revenue Code
                  of 1986 or any
                  successor provision to that section, then the Payments shall be
                  reduced to the
                  extent required to avoid application of the tax imposed by Code
                  section
                  4999.  The Executive shall be entitled to select the order in which
                  payments are to be reduced in accordance with the preceding sentence. 
Determination of whether Payments would result in the application
                  of the tax
                  imposed by section 4999, and the amount of reduction that is necessary
                  so that
                  no such tax would be applied, shall be made, at the Company’s expense, by the
                  independent accounting firm employed by the Company on the Termination
                  Date.

                 

                9.                 
Withholding. 
All payments
                  to the Executive under this Agreement
                  will be subject to all applicable withholding of applicable taxes.

                 

                10.             
Confidential
                  Information.  The Executive agrees that during the
                  Agreement Term and at all times thereafter:

                 

                (a)       Except
                  as may be required by the lawful order of a court or agency of
                  competent
                  jurisdiction, except as necessary to carry out his duties to the
                  Company and its
                  affiliates, or except to the extent that the Executive has express
                  authorization
                  from the Company, the Executive agrees to keep secret and confidential
                  indefinitely, all Confidential Information (as defined below),
                  and not to
                  disclose the same, either directly or indirectly, to any other
                  person, firm, or
                  business entity, or to use it in any way.

                 

                (b)       To
                  the extent that any court or agency seeks to have the Executive
                  disclose
                  Confidential Information, he shall promptly inform the Company,
                  and he shall
                  take such reasonable steps to prevent disclosure of Confidential
                  Information
                  until the Company has been informed of such requested disclosure,
                  and the
                  Company has an opportunity to respond to such court or agency.  To the
                  extent that the Executive obtains information on behalf of the
                  Company or any of
                  its affiliates that may be subject to attorney-client privilege
                  as to the
                  Company’s attorneys, the Executive shall take reasonable steps to maintain
                  the
                  confidentiality of such information and to preserve such privilege.

                 

                (c)       Nothing
                  in the foregoing provisions of this paragraph 10 shall be construed
                  so as to
                  prevent the Executive from using, in connection with his employment
                  for himself
                  or an employer other than the Company or any of the affiliates,
                  knowledge which
                  was acquired by him during the course of his employment with the
                  Company and its
                  affiliates, and which is generally known to persons of his experience
                  in other
                  companies in the same industry.

                 

                (d)       For
                  purposes of this Agreement, the term “Confidential Information” shall include
                  all non-public information (including, without limitation, information
                  regarding
                  litigation and pending litigation) concerning the Company and its
                  affiliates
                  which was acquired by or disclosed to the Executive during the
                  course of his
                  employment with the Company, or during the course of his consultation
                  with the
                  Company following the Termination Date.

                 

                (e)       This
                  paragraph 10 shall not be construed to unreasonably restrict the
                  Executive’s
                  ability to disclose confidential information in an arbitration
                  proceeding or a
                  court proceeding in connection with the assertion of, or defense
                  against any
                  claim of breach of this Agreement.  If there is a dispute between the
                  Company and the Executive as to whether information may be disclosed
                  in
                  accordance with this subparagraph (e), the matter shall be submitted
                  to the
                  arbitrators or the court (whichever is applicable) for decision.

                 

                11.             
Competition. 
During
                  the Term of the Agreement and for a period of
                  12 months after termination of the Executive’s employment with the Company for
                  any reason, the Executive shall not, without the express written
                  consent of the
                  Chief Executive Officer of the Company:

                 

                (a)    be
                  employed by, serve
                  as a consultant to, or otherwise assist or directly or indirectly
                  provide
                  services to a Competitor (defined below) if: (i) the services that
                  the Executive
                  is to provide to the Competitor are the same as, or substantially
                  similar to,
                  any of the services that the Executive provided to the Company
                  or its
                  affiliates, and such services are to be provided with respect to
                  any location in
                  which the Company or an affiliate of the Company has material operations
                  during
                  the 12-month period prior to the Termination Date, or with respect
                  to any
                  location in which the Company or an affiliate of the Company has
                  devoted
                  material resources to establishing operations during the 12-month
                  period prior
                  to the Termination Date; or (ii) the trade secrets, confidential
                  information, or
                  proprietary information (including, without limitation, confidential
                  or
                  proprietary methods) of the Company and its affiliates to which
                  the Executive
                  had access could reasonably be expected to benefit the Competitor
                  if the
                  Competitor were to obtain access to such secrets or information.  For
                  purposes of this subparagraph (a), services provided by others
                  shall be deemed
                  to have been provided by the Executive if the Executive had material
                  supervisory
                  responsibilities with respect to the provision of such services.

                 

                (b)    solicit
                  or attempt to
                  solicit any party who is then or, during the 12-month period prior
                  to such
                  solicitation or attempt by the Executive was (or was solicited
                  to become), a
                  customer or supplier of the Company, provided that the restriction
                  in this
                  subparagraph (b) shall not apply to any activity on behalf of a
                  business that is
                  not a Competitor.

                 

                (c)    solicit,
                  entice,
                  persuade or induce any individual who is employed by the Company
                  or its
                  affiliates (or was so employed within 90 days prior to the Executive’s action)
                  to terminate or refrain from renewing or extending such employment
                  or to become
                  employed by or enter into contractual relations with any other
                  individual or
                  entity other than the Company or its affiliates, and the Executive
                  shall not
                  approach any such employee for any such purpose or authorize or
                  knowingly
                  cooperate with the taking of any such actions by any other individual
                  or
                  entity.

                 

                (d)    directly
                  or
                  indirectly own an equity interest in any Competitor (other than
                  ownership of 5%
                  or less of the outstanding stock of any corporation listed on the
                  New York Stock
                  Exchange or the American Stock Exchange or included in the NASDAQ
                  System).

                 

                The
                  term
“Competitor” means any enterprise (including a person, firm or business, whether
                  or not incorporated) during any period in which it is materially
                  competitive in
                  any way with any business in which the Company or any of its affiliates
                  was
                  engaged during the 12-month period prior to the Executive’s termination of
                  employment.  Upon the written request of the Executive, the Company’s Chief
                  Executive Officer will determine whether a business or other entity
                  constitutes
                  a “Competitor” for purposes of this paragraph and may require the Executive to
                  provide such information as the Chief Executive Officer determines
                  to be
                  necessary to make such determination.  The current and
                  continuingeffectiveness of such determination may be conditioned
                  on the accuracy
                  of such information, and on such other factors as the Chief Executive
                  Officer
                  may determine.

                 

                 

                12.             
Non-Disparagement. 
The Executive
                  agrees that, while he is employed
                  by the Company, and after his Termination Date, he shall not make
                  any false,
                  defamatory or disparaging statements about the Company, its affiliates,
                  or the
                  officers or directors of the Company or its affiliates that are
                  reasonably
                  likely to cause material damage to the Company, its affiliates,
                  or the officers
                  or directors of the Company or its affiliates.  While the Executive is
                  employed by the Company, and after the Termination Date, the Company
                  agrees, on
                  behalf of itself and its affiliates, that neither the officers
                  nor the directors
                  of the Company or its affiliates shall make any false, defamatory
                  or disparaging
                  statements about the Executive that are reasonably likely to cause
                  material
                  damage to the Executive.

                 

                13.             
Nonalienation. 
The interests
                  of the Executive under this Agreement
                  are not subject in any manner to anticipation, alienation, sale,
                  transfer,
                  assignment, pledge, encumbrance, attachment, or garnishment by
                  creditors of the
                  Executive or the Executive’s beneficiary.

                 

                14.             
Amendment. 
This
                  Agreement may be amended or canceled only by mutual
                  agreement of the parties in writing without the consent of any
                  other
                  person.  So long as the Executive lives, no person, other than the parties
                  hereto, shall have any rights under or interest in this Agreement
                  or the subject
                  matter hereof.

                 

                15.             
Applicable
                  Law.  The provisions of this Agreement shall be construed
                  in accordance with the laws of the State of Illinois, without regard
                  to the
                  conflict of law provisions of any state.

                 

                16.             
Severability. 
The invalidity
                  or unenforceability of any provision
                  of this Agreement will not affect the validity or enforceability
                  of any other
                  provision of this Agreement, and this Agreement will be construed
                  as if such
                  invalid or unenforceable provision were omitted (but only to the
                  extent that
                  such provision cannot be appropriately reformed or modified).

                 

                17.             
Obligation
                  of Company.  Except as otherwise specifically provided in
                  this Agreement, nothing in this Agreement shall be construed to
                  affect the
                  Company’s right to modify the Executive’s position or duties, compensation, or
                  other terms of employment, or to terminate the Executive’s employment. 
Nothing in this Agreement shall be construed to provide to the
                  Executive any
                  rights upon termination of the Executive’s employment with the Company other
                  than as specifically described in paragraph 4.  If the Executive’s
                  employment is terminated other than by the Company for Cause or
                  by the Executive
                  for Good Reason, the Executive’ benefits shall be determined in accordance with
                  the applicable retirement, insurance and other programs of the
                  Company as may
                  then be in effect.

                 

                18.             
Waiver of
                  Breach.  No waiver by any party hereto of a breach of any
                  provision of this Agreement by any other party, or of compliance
                  with any
                  condition or provision of this Agreement to be performed by such
                  other party,
                  will operate or be construed as a waiver of any subsequent breach
                  by such other
                  party of any similar or dissimilar provisions and conditions at
                  the same or any
                  prior or subsequent time.  The failure of any party hereto to take any
                  action by reason of such breach will not deprive such party of
                  the right to take
                  action at any time while such breach continues.

                 

                19.             
Successors,
                  Assumption of Contract.  This Agreement is personal to
                  the Executive and may not be assigned by the Executive without
                  the written
                  consent of the Company.  However, to the extent that rights or benefits
                  under this Agreement otherwise survive the Executive’s death, the Executive’s
                  heirs and estate shall succeed to such rights and benefits pursuant
                  to the
                  Executive’s will or the laws of descent and distribution.  This Agreement
                  shall be binding upon and inure to the benefit of the Company and
                  any successor
                  of the Company and the Company will require any successor (whether
                  direct or
                  indirect, by purchase, merger, consolidation or otherwise) to all
                  or
                  substantially all of the business or assets of the Company to expressly
                  assume
                  and agree to perform this Agreement in the same manner and to the
                  same extent
                  that the Company would be required to perform it if no such succession
                  had taken
                  place.

                 

                20.             
Notices. 
Notices
                  and all other communications provided for in this
                  Agreement shall be in writing and shall be delivered personally
                  or sent by
                  registered or certified mail, return receipt requested, postage
                  prepaid
                  (provided that international mail shall be sent via overnight or
                  two-day
                  delivery), or sent by facsimile or prepaid overnight courier to
                  the parties at
                  the addresses set forth below.  Such notices, demands, claims and other
                  communications shall be deemed given:

                 

                (a)    in
                  the case of
                  delivery by overnight service with guaranteed next day delivery,
                  the next day or
                  the day designated for delivery;

                 

                (b)    in
                  the case of
                  certified or registered U.S. mail, five days after deposit in the
                  U.S. mail;
                  or

                 

                (c)    in
                  the case of
                  facsimile, the date upon which the transmitting party received
                  confirmation of
                  receipt by facsimile, telephone or otherwise;

                 

                provided,
                  however,
                  that in no event shall any such communications be deemed to be
                  given later than
                  the date they are actually received.  Communications that are to be
                  delivered by the U.S. mail or by overnight service or two-day delivery
                  service
                  are to be delivered to the addresses set forth below:

                 

                 

                to
                  the
                  Company:

                 

                A.M.Castle
                  & Co.
3400 North Wolf Road
Franklin Park, IL60131
Attn: 
Corporate Secretary

                or
                  to the
                  Executive:

                 

                                       
                  Stephen V.
                  Hooks
                       
400 Rollingwood
                  Lane
                       
Joliet, IL  60431

                 

                 

                Each
                  party, by
                  written notice furnished to the other party, may modify the applicable
                  delivery
                  address, except that notice of change of address shall be effective
                  only upon
                  receipt.

                 

                 

                21.             
Arbitration
                  of All Disputes.  Any controversy or claim arising out
                  of or relating to this Agreement (or the breach thereof) shall
                  be settled by
                  final, binding and non-appealable arbitration in Illinois, by three
                  arbitrators.  Except as otherwise expressly provided in this paragraph 21,
                  the arbitration shall be conducted in accordance with the rules
                  of the American
                  Arbitration Association (the “Association”) then in effect.  One of the
                  arbitrators shall be appointed by the Company, one shall be appointed
                  by the
                  Executive, and the third shall be appointed by the first two arbitrators. 
If the first two arbitrators cannot agree on the third arbitrator
                  within 30 days
                  of the appointment of the second arbitrator, then the third arbitrator
                  shall be
                  appointed by the Association.

                 

                22.             
Survival
                  of Agreement.  Except as otherwise expressly provided in
                  this Agreement, the rights and obligations of the parties to this
                  Agreement
                  shall survive the termination of the Executive’s employment with the
                  Company.

                 

                23.             
Counterparts. 
This
                  Agreement may be executed in two or more
                  counterparts, any one of which shall be deemed the original without
                  reference to
                  the others.

                 

                IN
                  WITNESS THEREOF, the Executive has hereunto set his hand, and the
                  Company has
                  caused these presents to be executed in its name and on its behalf,
                  all as of
                  the Effective Date.

                 

                
                  	
                          Executive:

                        
	 
	
                          /s/
                            Stephen V. Hooks

                        
	
                          Chief
                            Operating Officer

                        
	 
	
                          A.
                            M. Castle & Co.:

                        
	 
	
                          By
                            /s/ Michael H. Goldberg

                        
	
                          Its:
                            President & CEO

                        


                

                 

              


              
                
                  
                     

                  

                  
                     

                    
                    

                  

                  
                     

                  

                

                CHANGE
                  IN CONTROL AGREEMENT

                 

                A.M.
                  CASTLE & CO.

                 

                THIS AGREEMENT (“Agreement”), made and entered
                  into this 9th day of August, 2007 (the “Effective Date”), by and between A.M.
                  Castle & Co., a Maryland corporation(the “Company”), and Lawrence A. Boik
                  (the “Executive”);

                 

                WITNESSETH THAT:

                 

                WHEREAS, the Company wishes to
                  assure itself of
                  the continuity of the Executive’s service and has determined that it is
                  appropriate that the Executive receive certain payments in the
                  event that the
                  Executive’s employment is involuntarily terminated following a change in
                  control
                  as more fully described below; and

                 

                WHEREAS, the Company and the Executive
                  accordingly desire to enter into this Agreement on the terms and
                  conditions set
                  forth below;

                 

                NOW, THEREFORE, in consideration
                  of the
                  premises and mutual covenants set forth herein, IT IS HEREBY AGREED,
                  by and
                  between the parties as follows:

                 

                1.                 
                  Relationship to Other Agreements.  Unless and until a Change of
                  Control (as defined in paragraph 3) occurs, no benefits or other
                  payments shall
                  be payable under this Agreement.  If a Change of Control occurs during the
                  Term of this Agreement (as defined in paragraph 2), this Agreement
                  shall
                  supersede that certain Severance Agreement between the Company
                  and the
                  Executive, dated August 9, 2007 (the “Severance Agreement), and any and all
                  other agreements between the Executive and the Company regarding
                  the payment of
                  benefits upon a termination of the Executive’s employment with the
                  Company.  If the Executive is entitled to severance pay or other benefits
                  pursuant to the terms of this Agreement, the Executive shall not
                  be eligible to
                  receive any severance pay or other benefits pursuant to the terms
                  of any other
                  severance agreement or arrangement of the Company (or any affiliate
                  of the
                  Company), including any arrangement of the Company (or any affiliate
                  of the
                  Company) providing benefits upon involuntary termination of employment.

                 

                2.                 
Agreement Term.  The “Term” of this Agreement shall
                  begin on the
                  Effective Date and shall continue through the first one-year anniversary
                  of the
                  Effective Date; provided, however, that as of the first one-year
                  anniversary of
                  the Effective Date, and on each one-year anniversary thereafter,
                  the Term shall
                  automatically be extended for one additional year unless, not later
                  than 30 days
                  prior to such applicable anniversary date, either party shall have
                  given written
                  notice to the other party that it does not wish to extend the Term;
                  and
                  provided, further, that if a Change in Control shall have occurred
                  within 90
                  days of such termination dates, the Term of this Agreement shall
                  automatically
                  be deemed extended and shall continue for a period of twenty-four
                  calendar
                  months beyond the calendar month in which such Change in Control
                  occurs.

                 

                3.                 
Certain Definitions.  In addition to terms otherwise
                  defined herein,
                  the following capitalized terms used in this Agreement shall have
                  the meanings
                  specified below:

                 

                (a)    
                  Cause.  The term “Cause” shall mean:

                 

                (i)     
                  Executive’s willful theft or embezzlement, or willful attempted theft of
                  embezzlement, of intangible assets or property of the Company;

                 

                (ii)    
                  Any willful act knowingly committed by Executive that subjects
                  the Company or
                  any officer of the Company to any criminal liability for such act;


                 

                (iii)   
                  The Executive’s engaging in egregious misconduct involving serious moral
                  turpitude to the extent that, in the reasonable judgment of the
                  Company, the
                  Executive’s credibility and reputation no longer conform to the standard
                  of the
                  Company’s executives;

                 

                (iv)   
                  Gross and willful misconduct by Executive that results in a material
                  injury to
                  the Company;

                 

                (v)    
                  Willful dishonesty of Executive that results in a material injury
                  to the
                  Company;

                 

                (vi)   
                  Willful malfeasance by Executive, provided that such malfeasance,
                  in fact, has
                  an injurious effect on the Company;

                 

                (vii)  
                  Executive’s willful insubordination or willful refusal to perform assigned
                  duties provided that such assigned duties are consistent with the
                  job duties of
                  the Executive and that the Executive shall have an opportunity
                  of 30 days after
                  notice from the Company to cure any such act or failure to act;

                 

                (viii)  
                  Executive’s material breach of this Agreement which continues for 30  days
                  after notice from the Company.

                 

                (b)    
                  Change in Control.  The term “Change in Control” shall mean any of
                  the following that occur after the Effective Date:

                 

                (i)     
                  Ownership, whether direct or indirect, of shares in excess of twenty-five
                  percent (25%) of the outstanding shares of common stock of the
                  Company by a
                  Person (as that term is used in Section 13(d)(3) or 14(d)(2) of
                  the Exchange
                  Act) other than Simpson Estates;

                 

                (ii)    
                  The occurrence of any transaction relating to the Company required
                  to be
                  described pursuant to the requirements of Item 5(f) of Schedule
                  14(a) of
                  Regulation 14(a) of the Securities Act of 1934 as promulgated by
                  the Security
                  and Exchange Commission; or

                 

                (iii)   
                  Any change in the composition of the Board of Directors of the
                  Company (the
“Board”) over a two-year period which results in a majority of the then
                  present
                  directors of the Company not constituting a majority two years
                  later, provided
                  that in making such determination, directors who are elected by
                  or upon the
                  recommendation of the then current majority of the Board shall
                  be
                  excluded.

                 

                (c)    
                  Code.  The term “Code” means the Internal Revenue Code of 1986, as
                  amended.

                 

                (d)    
                  Good Reason.  The term “Good Reason” shall mean:

                 

                (i)           
                  a material diminution in the Executive’s base compensation;

                 

                (ii)         
                  a material diminution in the Executive’s authority, duties, or
                  responsibilities;

                 

                (iii)        
                  a material diminution in the authority, duties, or responsibilities
                  of the
                  person to whom the Executive is required to report;

                 

                (iv)       
                  a material diminution in the budget over which the Executive retains
                  authority;

                 

                (v)         
                  a material change in the geographic location at which the Executive
                  must perform
                  services for the Company; or

                 

                (vi)       
                  any other action or inaction that constitutes a material breach
                  by the Company
                  of this Agreement.

                 

                For purposes of this Agreement,
                  in order
                  for a termination of employment by the Executive to be considered
                  to be on
                  account of Good Reason, the following conditions must be met by
                  the
                  Executive:

                 

                (D)       
                  the Executive provides written notice to the Company of the existence
                  of the
                  condition(s) described in this subparagraph (c) potentially constituting
                  Good
                  Reason within 90 days of the initial existence of such conditions,
                  and 

                 

                (E)        
                  the Company fails to remedy the conditions within 30 days of such
                  notice, and


                 

                (F)        
                  the Executive actually terminates employment with the Company within
                  six months
                  of providing the notice described in this subparagraph (c).

              


              
                (e)    
                  Termination Date.  

                 

                The
                  term “Termination Date” means the date on which the Executive’s employment with
                  the Company and its affiliates terminates for any reason, including
                  voluntary
                  resignation.  If the Executive becomes employed by an entity into which the
                  Company has merged, or by the purchaser of substantially all of
                  the assets of
                  the Company, or by a successor to such entity or purchaser, a Termination
                  Date
                  shall not be treated as having occurred for purposes of this Agreement
                  until
                  such time as the Executive terminates employment with the successor
                  and its
                  affiliates (including, without limitation, the merged entity or
                  purchaser).  If the Executive is transferred to employment with an
                  affiliate (including a successor to the Company, and regardless
                  of whether
                  before, on, or after a Change in Control), such transfer shall
                  not constitute a
                  Termination Date for purposes of this Agreement.

                 

                4.                 
Payments and Benefits.  Subject to the terms and
                  conditions of this
                  Agreement, if the Executive’s employment is terminated during the Term of this
                  Agreement after a Change of Control (A) by the Company for a reason
                  other than
                  for Cause or (B) by the Executive for Good Reason, the Executive
                  shall be
                  entitled to:

                 

                (a)    
                  lump sum severance payment equal to two times the Executive’s annual base salary
                  in effect immediately prior to the Termination Date.

                 

                (b)    
                  a lump sum payment in an amount equal to the annual short-term
                  incentive
                  compensation to which the Executive would have been entitled had
                  he continued in
                  the employ of the Company through the last day of the calendar
                  year in which his
                  Termination Date occurs and had the applicable incentive target(s)
                  for such
                  calendar year been fully met, pro-rated for the number of days
                  during the
                  calendar year that the Executive was employed prior to the Termination
                  Date;
                  provided, however, that if the Executive’s Termination Date occurs after
                  June 30th of the calendar year, the Executive may elect, in
                  a
                  writing filed with the Company during the 7-day period immediately
                  following his
                  Termination Date, to have the amount payable to him under this
                  subparagraph (b)
                  calculated on the basis of the actual (rather than the target)
                  short-term
                  incentive compensation to which the Executive would have been entitled
                  had he
                  continued in the employ of the Company through the last day of
                  such calendar
                  year, which amount shall be pro-rated as set forth in this subparagraph
                  (b).


                 

                (c)    
                  for each performance cycle for which an award to the Executive
                  is outstanding
                  under the Company’s long-term incentive compensation plan and with respect to
                  which the Executive has performed services at his Termination Date
                  for a period
                  greater than 50 percent of the total performance cycle, a lump
                  sum payment in an
                  amount equal to the long-term incentive compensation to which the
                  Executive
                  would have been entitled had he continued in the employ of the
                  Company through
                  the last day of such performance cycle and had the applicable incentive
                  targets
                  for such performance cycle been fully met, pro-rated for the number
                  of days
                  during the applicable performance cycle that the Executive was
                  employed prior to
                  the Termination Date.

                 

                (d)    
                  if the Executive is vested in the Company’s tax-qualified defined benefit plan
                  at the time his employment terminates, he shall be entitled to
                  an amount equal
                  to the actuarial equivalent of the additional amount that Executive
                  would have
                  earned under such plan had he accumulated three(3) additional continuous
                  years
                  of service for benefit crediting purposes.  Such amount shall be paid to
                  Executive in an actuarially equivalent cash lump sum at Executive’s normal
                  retirement age (as defined in such tax-qualified defined benefit
                  plan), unless
                  the Executive chooses the option provided under Code Section 409A
                  as outlined in
                  paragraph 8 herein.  

                 

                (e)    
                  continued health benefit coverage for the Executive and the Executive’s
                  qualified beneficiaries as provided in section 4980B of the Code
                  (“COBRA”)).  Such COBRA continuation coverage shall be provided to the
                  Executive and the Executive’s qualified beneficiaries only if and to the extent
                  that the Executive (or his qualified beneficiaries, as applicable)
                  makes a
                  timely and proper election to be covered under COBRA and makes
                  timely payments
                  for the cost of such coverage; provided, however, that such COBRA
                  coverage shall
                  be at the Company’s expense for the period beginning on the day after the
                  Termination Date and ending on the earlier of (i) the first anniversary
                  of the
                  Termination Date or (ii) the date on which the Executive commences
                  employment
                  with another employer.

                 

                (f)     
                  for the period beginning on the Termination Date and ending on
                  the earlier of
                  (i) the first anniversary of the Termination Date and (ii) the
                  date on which the
                  Executive commences employment with another employer, the Executive
                  shall be
                  permitted the use of a Company-owned or leased automobile on the
                  terms and
                  conditions set forth in the Company’s Automobile Policy.

                 

                For
                  the avoidance
                  of doubt, the Executive shall not be entitled to any benefits under
                  this
                  Agreement if his termination of employment occurs on account of
                  his death,
                  disability, or voluntary resignation (other than for Good Reason).

                 

                 

                5.                 
Time of Payments.  Provided that the conditions
                  of paragraph 6
                  (relating to waiver and release) have been satisfied, payments
                  pursuant to
                  subparagraphs 4(a), 4(b) and 4(c) shall be paid on March 1st of the
                  calendar year following the calendar year in which the Executive’s Termination
                  Date occurs or at such earlier date as may apply in accordance with the
                  following:

                 

                (a
                  )    the payment pursuant to subparagraph 4(a) (relating to
                  severance pay) shall be paid within 10 days following the later
                  of (i) the
                  Executive’s Termination Date or (ii) the date on which the conditions of
                  paragraph 6 are satisfied; and 

                 

                (b)    
                  any payment pursuant to subparagraphs 4(b) and 4(c) (relating to
                  incentive
                  compensation) shall be made within 10 days following the later
                  of (i) the date
                  that the short-term incentive compensation would have been paid
                  if the
                  Executive’s Termination Date had not occurred, and (ii) the date on which
                  the
                  conditions of paragraph 6 are satisfied.

                 

                Notwithstanding
                  any other provision of this Agreement, if the requirements of paragraph
                  6 are
                  not satisfied on or before March 1st of the calendar year following
                  the calendar
                  year in which the Executive’s Termination Date occurs, the Executive shall not
                  be entitled to any payments or benefits under this Agreement.

                 

                 

                6.                 
Waiver and Release.  The Executive shall not
                  be entitled to any
                  payments or benefits under this Agreement unless and until the
                  Participant
                  executes and delivers to the Company a valid release of any and
                  all claims
                  against the Company and its affiliates in a form acceptable to
                  the Company and
                  the revocation period for such release hasexpired without revocation.

                 

                7.                 
Mitigation.  The Executive shall not
                  be required to mitigate the
                  amount of any payment provided for in this Agreement by seeking
                  other employment
                  or otherwise.  None of the Company or any of its affiliates shall be
                  entitled to set off against the amounts payable to the Executive
                  under this
                  Agreement any amounts owed to the Company or any of its affiliates
                  by the
                  Executive, any amounts earned by the Executive in other employment
                  after the
                  Termination Date, or any amounts which might have been earned by
                  the Executive
                  in other employment had he sought such other employment.

                 

                8.                 
Parachute Payments.   The Company and the Executive
                  agree that
                  if any payment or benefit to which the Executive is entitled from
                  the Company,
                  any affiliate, or any trusts established by the Company or by any
                  affiliate
                  (whether or not payable under this Agreement) including, without
                  limitation, the
                  vesting of an option or other non-cash benefit or property (all
                  such payments,
                  benefits and vesting being referred to collectively as “Payments”) are subject
                  to the tax imposed by section 4999 of the Internal Revenue Code
                  of 1986 or any
                  successor provision to that section, then Executive may choose
                  to receive the
                  aggregate present value of those payments either:

                 

                (a)    
                  three times Executive’s base amount less one dollar, or

                 

                (b)    
                  the amount which yields the Executive the greatest after-tax amount
                  of payments
                  under this Agreement and any other plan, program or arrangement
                  with the Company
                  after taking into account all applicable taxes on those payments,
                  including, but
                  not limited to, the excise tax imposed under Section 4999 of the
                  Code.

                 

                (c)    
                  The Executive shall be entitled to select the order in which payments
                  are to be
                  reduced in accordance with the preceding sentence.  Determination of
                  whether Payments would result in the application of the tax imposed
                  by section
                  4999, and the amount of reduction that is necessary so that no
                  such tax would be
                  applied, shall be made, at the Company’s expense, by the independent accounting
                  firm employed by the Company immediately prior to the occurrence
                  of the Change
                  in Control.

                 

                9.                 
Withholding.  All payments to the Executive
                  under this Agreement
                  will be subject to all applicable withholding of applicable taxes.

                 

                10.             
Confidential Information.  The Executive agrees that
                  during the
                  Agreement Term and at all times thereafter:

                 

                (a)         
                  Except as may be required by the lawful order of a court or agency
                  of competent
                  jurisdiction, except as necessary to carry out his duties to the
                  Company and its
                  affiliates, or except to the extent that the Executive has express
                  authorization
                  from the Company, the Executive agrees to keep secret and confidential
                  indefinitely, all Confidential Information (as defined below),
                  and not to
                  disclose the same, either directly or indirectly, to any other
                  person, firm, or
                  business entity, or to use it in any way.

                 

                (b)        
                  To the extent that any court or agency seeks to have the Executive
                  disclose
                  Confidential Information, he shall promptly inform the Company,
                  and he shall
                  take such reasonable steps to prevent disclosure of Confidential
                  Information
                  until the Company has been informed of such requested disclosure,
                  and the
                  Company has an opportunity to respond to such court or agency.  To the
                  extent that the Executive obtains information on behalf of the
                  Company or any of
                  its affiliates that may be subject to attorney-client privilege
                  as to the
                  Company’s attorneys, the Executive shall take reasonable steps to maintain
                  the
                  confidentiality of such information and to preserve such privilege.

                 

                (c)         
                  Nothing in the foregoing provisions of this paragraph 10 shall
                  be construed so
                  as to prevent the Executive from using, in connection with his
                  employment for
                  himself or an employer other than the Company or any of the affiliates,
                  knowledge which was acquired by him during the course of his employment
                  with the
                  Company and its affiliates, and which is generally known to persons
                  of his
                  experience in other companies in the same industry.

                 

                (d)        
                  For purposes of this Agreement, the term “Confidential Information” shall
                  include all non-public information (including, without limitation,
                  information
                  regarding litigation and pending litigation) concerning the Company
                  and its
                  affiliates which was acquired by or disclosed to the Executive
                  during the course
                  of his employment with the Company, or during the course of his
                  consultation
                  with the Company following the Termination Date.

                 

                (e)   
                  This paragraph 10 shall not be construed to unreasonably restrict
                  the
                  Executive’s ability to disclose confidential information in an arbitration
                  proceeding or a court proceeding in connection with the assertion
                  of, or defense
                  against any claim of breach of this Agreement.  If there is a dispute
                  between the Company and the Executive as to whether information
                  may be disclosed
                  in accordance with this subparagraph (e), the matter shall be submitted
                  to the
                  arbitrators or the court (whichever is applicable) for decision.

                 

                11.             
Competition.  During the Term of the
                  Agreement and for a period of
                  12 months after termination of the Executive’s employment with the Company for
                  any reason, the Executive shall not, without the express written
                  consent of the
                  Chief Executive Officer of the Company:

                 

                (a)     be
                  employed by, serve as a consultant to, or otherwise assist or directly
                  or
                  indirectly provide services to a Competitor (defined below) if:
                  (i) the services
                  that the Executive is to provide to the Competitor are the same
                  as, or
                  substantially similar to, any of the services that the Executive
                  provided to the
                  Company or its affiliates, and such services are to be provided
                  with respect to
                  any location in which the Company or an affiliate of the Company
                  has material
                  operations during the 12-month period prior to the Termination
                  Date, or with
                  respect to any location in which the Company or an affiliate of
                  the Company has
                  devoted material resources to establishing operations during the
                  12-month period
                  prior to the Termination Date; or (ii) the trade secrets, confidential
                  information, or proprietary information (including, without limitation,
                  confidential or proprietary methods) of the Company and its affiliates
                  to which
                  the Executive had access could reasonably be expected to benefit
                  the Competitor
                  if the Competitor were to obtain access to such secrets or information. 
For purposes of this subparagraph (a), services provided by others
                  shall be
                  deemed to have been provided by the Executive if the Executive
                  had material
                  supervisory responsibilities with respect to the provision of such
                  services.

                 

                (b)     solicit
                  or attempt to solicit any party who is then or, during the 12-month
                  period prior
                  to such solicitation or attempt by the Executive was (or was solicited
                  to
                  become), a customer or supplier of the Company, provided that the
                  restriction in
                  this subparagraph (b) shall not apply to any activity on behalf
                  of a business
                  that is not a Competitor.

                 

                (c)     solicit,
                  entice, persuade or induce any individual who is employed by the
                  Company or its
                  affiliates (or was so employed within 90 days prior to the Executive’s action)
                  to terminate or refrain from renewing or extending such employment
                  or to become
                  employed by or enter into contractual relations with any other
                  individual or
                  entity other than the Company or its affiliates, and the Executive
                  shall not
                  approach any such employee for any such purpose or authorize or
                  knowingly
                  cooperate with the taking of any such actions by any other individual
                  or
                  entity.

                 

                (d)     directly
                  or indirectly own an equity interest in any Competitor (other than
                  ownership of
                  5% or less of the outstanding stock of any corporation listed on
                  the New York
                  Stock Exchange or the American Stock Exchange or included in the
                  NASDAQ
                  System).

                 

                The
                  term
“Competitor” means any enterprise (including a person, firm or business, whether
                  or not incorporated) during any period in which it is materially
                  competitive in
                  any way with any business in which the Company or any of its affiliates
                  was
                  engaged during the 12-month period prior to the Executive’s termination of
                  employment.  Upon the written request of the Executive, the Company’s Chief
                  Executive Officer will determine whether a business or other entity
                  constitutes
                  a “Competitor” for purposes of this paragraph and may require the Executive to
                  provide such information as the Chief Executive Officer determines
                  to be
                  necessary to make such determination.  The current and continuing
                  effectiveness of such determination may be conditioned on the accuracy
                  of such
                  information, and on such other factors as the Chief Executive Officer
                  may
                  determine.

                 

                 

                12.             
Non-Disparagement.  The Executive agrees that,
                  while he is employed
                  by the Company, and after his Termination Date, he shall not make
                  any false,
                  defamatory or disparaging statements about the Company, its affiliates,
                  or the
                  officers or directors of the Company or its affiliates that are
                  reasonably
                  likely to cause material damage to the Company, its affiliates,
                  or the officers
                  or directors of the Company or its affiliates.  While the Executive is
                  employed by the Company, and after the Termination Date, the Company
                  agrees, on
                  behalf of itself and its affiliates, that neither the officers
                  nor the directors
                  of the Company or its affiliates shall make any false, defamatory
                  or disparaging
                  statements about the Executive that are reasonably likely to cause
                  material
                  damage to the Executive.

                 

                13.             
Nonalienation.  The interests of the Executive
                  under this Agreement
                  are not subject in any manner to anticipation, alienation, sale,
                  transfer,
                  assignment, pledge, encumbrance, attachment, or garnishment by
                  creditors of the
                  Executive or the Executive’s beneficiary.

                 

                14.             
Amendment.  This Agreement may be
                  amended or canceled only by mutual
                  agreement of the parties in writing without the consent of any
                  other
                  person.  So long as the Executive lives, no person, other than the parties
                  hereto, shall have any rights under or interest in this Agreement
                  or the subject
                  matter hereof.

                 

                15.             
Applicable Law.  The provisions of this Agreement
                  shall be construed
                  in accordance with the laws of the State of Illinois, without regard
                  to the
                  conflict of law provisions of any state.

                 

                16.             
Severability.  The invalidity or unenforceability
                  of any provision
                  of this Agreement will not affect the validity or enforceability
                  of any other
                  provision of this Agreement, and this Agreement will be construed
                  as if such
                  invalid or unenforceable provision were omitted (but only to the
                  extent that
                  such provision cannot be appropriately reformed or modified).

                 

                17.             
Obligation of Company.  Except as otherwise specifically
                  provided in
                  this Agreement, nothing in this Agreement shall be construed to
                  affect the
                  Company’s right to modify the Executive’s position or duties, compensation, or
                  other terms of employment, or to terminate the Executive’s employment. 
Nothing in this Agreement shall be construed to provide to Executive
                  any rights
                  upon termination of Executive’s employment with the Company other than as
                  specifically described in paragraph 4.  If Executive’s employment is
                  terminated other than by the Company for Cause or by the Executive
                  for Good
                  Reason, the Executive’ benefits shall be determined in accordance with the
                  applicable retirement, insurance and other programs of the Company
                  as may then
                  be in effect.

                 

                18.             
Waiver of Breach.  No waiver by any party
                  hereto of a breach of any
                  provision of this Agreement by any other party, or of compliance
                  with any
                  condition or provision of this Agreement to be performed by such
                  other party,
                  will operate or be construed as a waiver of any subsequent breach
                  by such other
                  party of any similar or dissimilar provisions and conditions at
                  the same or any
                  prior or subsequent time.  The failure of any party hereto to take any
                  action by reason of such breach will not deprive such party of
                  the right to take
                  action at any time while such breach continues.

                 

                19.             
Successors, Assumption of
                  Contract.  This Agreement is personal to
                  the Executive and may not be assigned by the Executive without
                  the written
                  consent of the Company.  However, to the extent that rights or benefits
                  under this Agreement otherwise survive the Executive’s death, the Executive’s
                  heirs and estate shall succeed to such rights and benefits pursuant
                  to the
                  Executive’s will or the laws of descent and distribution.  This Agreement
                  shall be binding upon and inure to the benefit of the Company and
                  any successor
                  of the Company and the Company will require any successor (whether
                  direct or
                  indirect, by purchase, merger, consolidation or otherwise) to all
                  or
                  substantially all of the business or assets of the Company to expressly
                  assume
                  and agree to perform this Agreement in the same manner and to the
                  same extent
                  that the Company would be required to perform it if no such succession
                  had taken
                  place.

                 

                20.             
Notices.  Notices and all other
                  communications provided for in this
                  Agreement shall be in writing and shall be delivered personally
                  or sent by
                  registered or certified mail, return receipt requested, postage
                  prepaid
                  (provided that international mail shall be sent via overnight or
                  two-day
                  delivery), or sent by facsimile or prepaid overnight courier to
                  the parties at
                  the addresses set forth below.  Such notices, demands, claims and other
                  communications shall be deemed given:

                 

                (a)         
                  in the case of delivery by overnight service with guaranteed next
                  day delivery,
                  the next day or the day designated for delivery;

                 

                (b)        
                  in the case of certified or registered U.S. mail, five days after
                  deposit in the
                  U.S. mail; or

                 

                (c)         
                  in the case of facsimile, the date upon which the transmitting
                  party received
                  confirmation of receipt by facsimile, telephone or otherwise;

                 

                provided,
                  however,
                  that in no event shall any such communications be deemed to be
                  given later than
                  the date they are actually received.  Communications that are to be
                  delivered by the U.S. mail or by overnight service or two-day delivery
                  service
                  are to be delivered to the addresses set forth below:

                 

                to
                  the
                  Company:

                 

                A. M. Castle & Co.
3400 North Wolf
                  Road
Franklin Park, IL60131
Attn:  Corporate Secretary

                 

                or
                  to the
                  Executive:

                 

                                       
                  Lawrence A.
                  Boik
                       
3527 Vanilla
                  Grass
                       
Naperville, IL60564

                 

                 

                Each
                  party, by
                  written notice furnished to the other party, may modify the applicable
                  delivery
                  address, except that notice of change of address shall be effective
                  only upon
                  receipt.

                 

                 

                21.             
Arbitration of All Disputes.  Any controversy or claim
                  arising out
                  of or relating to this Agreement (or the breach thereof) shall
                  be settled by
                  final, binding and non-appealable arbitration in Illinois, by three
                  arbitrators.  Except as otherwise expressly provided in this paragraph 21,
                  the arbitration shall be conducted in accordance with the rules
                  of the American
                  Arbitration Association (the “Association”) then in effect.  One of the
                  arbitrators shall be appointed by the Company, one shall be appointed
                  by the
                  Executive, and the third shall be appointed by the first two arbitrators. 
If the first two arbitrators cannot agree on the third arbitrator
                  within 30 days
                  of the appointment of the second arbitrator, then the third arbitrator
                  shall be
                  appointed by the Association.

                 

                22.             
Survival of Agreement.  Except as otherwise expressly
                  provided in
                  this Agreement, the rights and obligations of the parties to this
                  Agreement
                  shall survive the termination of the Executive’s employment with the
                  Company.

                 

                23.             
Counterparts.  This Agreement may be
                  executed in two or more
                  counterparts, any one of which shall be deemed the original without
                  reference to
                  the others. 

              

              
                 

                IN WITNESS THEREOF, the Executive
                  has hereunto
                  set his hand, and the Company has caused these presents to be executed
                  in its
                  name and on its behalf, all as of the Effective Date.

                 

                
                  	
                          Executive:

                        
	 
	
                          /s/
                            Lawrence A. Boik

                        
	
                          Chief
                            Financial Officer

                        
	 
	
                          A.
                            M. Castle & Co.:

                        
	 
	
                          By
                            /s/ Michael H. Goldberg

                        
	
                          Its:
                            President & CEO

                        


                

                 

                
                  
                     

                  

                  
                     

                    
                    

                  

                  
                     

                  

                

              


              SEVERANCE
                AGREEMENT

              A.M.
                CASTLE & CO.

               

              THIS AGREEMENT (“Agreement”), made and entered
                into this 9th day of August, 2007 (the “Effective Date”), by and between A.M.
                Castle & Co., a Maryland corporation(the “Company”), and Lawrence A. Boik
                (the “Executive”);

               

              WITNESSETH THAT:

               

              WHEREAS, the Company wishes to assure
                itself of
                the continuity of the Executive’s service and has determined that it is
                appropriate that the Executive receive certain payments in the event
                of an
                involuntary termination of employment; and

               

              WHEREAS, the Company and the Executive
                accordingly desire to enter into this Agreement on the terms and
                conditions set
                forth below;

               

              NOW, THEREFORE, in consideration
                of the
                premises and mutual covenants set forth herein, IT IS HEREBY AGREED,
                by and
                between the parties as follows:

               

              1.                 
                Relationship to Other Agreements.  Except as otherwise provided in
                any other agreement between the Company and the Executive which specifically
                identifies this Agreement and specifically provides that it supersedes
                this
                Agreement, this Agreement shall supersede any and all other agreements
                between
                the Executive and the Company regarding the payment of benefits upon
                a
                termination of the Executive’s employment with the Company.  If the
                Executive is entitled to severance pay or other benefits pursuant
                to the terms
                of this Agreement, the Executive shall not be eligible to receive
                any severance
                pay or other benefits pursuant to the terms of any other severance
                agreement or
                arrangement of the Company (or any affiliate of the Company), including
                any
                arrangement of the Company (or any affiliate of the Company) providing
                benefits
                upon involuntary termination of employment.

               

              2.                 
Agreement Term.  The “Term” of this Agreement shall
                begin on the
                Effective Date and shall continue through the first one-year anniversary
                of the
                Effective Date; provided, however, that as of the first one-year
                anniversary of
                the Effective Date, and on each one-year anniversary thereafter,
                the Term shall
                automatically be extended for one additional year unless, not later
                than 30 days
                prior to such applicable anniversary date, either party shall have
                given written
                notice to the other party that it does not wish to extend the Term.

               

              3.                 
Certain Definitions.  In addition to terms otherwise
                defined herein,
                the following capitalized terms used in this Agreement shall have
                the meanings
                specified below:

               

              (a)               
Cause.  The term “Cause” shall mean:

               

              (i)                 
                Executive’s willful theft or embezzlement, or willful attempted theft of
                embezzlement, of intangible assets or property of the Company;

               

              (ii)               
                Any willful act knowingly committed by Executive that subjects the
                Company or
                any officer of the Company to any criminal liability for such act;


               

              (iii)              
                The Executive’s engaging in egregious misconduct involving serious moral
                turpitude to the extent that, in the reasonable judgment of the Company,
                the
                Executive’s credibility and reputation no longer conform to the standard of
                the
                Company’s executives;

               

              (iv)             
                Gross and willful misconduct by Executive that results in a material
                injury to
                the Company;

               

              (v)               
                Willful dishonesty of Executive that results in a material injury
                to the
                Company;

               

              (vi)             
                Willful malfeasance by Executive, provided that such malfeasance,
                in fact, has
                an injurious effect on the Company;

               

              (vii)            
                Executive’s willful insubordination or willful refusal to perform assigned
                duties provided that such assigned duties are consistent with the
                job duties of
                the Executive and that the Executive shall have an opportunity of
                30 days after
                notice from the Company to cure any such act or failure to act;

               

              (viii)          
                Executive’s material breach of this Agreement which continues for 30 days after
                notice from the Company.

               

              (b)          Code. 
The term “Code” means the Internal Revenue
                Code of 1986, as amended.

               

              (c)          Good
                Reason.  The term “Good Reason” shall mean:

               

              (i)                 
                a material diminution in the Executive’s base compensation;

               

              (ii)               
                a material diminution in the Executive’s authority, duties, or
                responsibilities;

               

              (iii)              
                a material diminution in the authority, duties, or responsibilities
                of the
                person to whom the Executive is required to report;

               

              (iv)             
                a material diminution in the budget over which the Executive retains
                authority;

               

              (v)               
                a material change in the geographic location at which the Executive
                must perform
                services for the Company; or

               

              (vi)             
                any other action or inaction that constitutes a material breach by
                the Company
                of this Agreement.

               

              For purposes of this Agreement, in
                order for
                a  termination of employment by the Executive to be considered to be
                on
                account of Good Reason, the following conditions must be met by the
                Executive:

               

                      (A)  
the
                Executive provides written notice to the Company of the existence
                of the
                condition(s) described in this subparagraph (c) potentially constituting
                Good
                Reason within 90 days of the initial existence of such condition(s),
                and 

               

                      (B)  
the
                Company fails to remedy the conditions which the Executive outlines
                in his
                written notice within 30 days of such notice, and 

               

                      (C)  
the
                Executive actually terminates employment with the Company within
                six months of
                providing the notice described in this subparagraph (c).

               

              (d)          
Termination Date.  The term “Termination Date” means the date on
                which the Executive’s employment with the Company and its affiliates terminates
                for any reason, including voluntary resignation.  If the Executive becomes
                employed by an entity into which the Company has merged, or by the
                purchaser of
                substantially all of the assets of the Company, or by a successor
                to such entity
                or purchaser, a Termination Date shall not be treated as having occurred
                for
                purposes of this Agreement until such time as the Executive terminates
                employment with the successor and its affiliates (including, without
                limitation,
                the merged entity or purchaser).  If the Executive is transferred to
                employment with an affiliate (including a successor to the Company),
                such
                transfer shall not constitute a Termination Date for purposes of
                this
                Agreement.

               

              4.                 
Payments and Benefits.  Subject to the terms and
                conditions of this
                Agreement, if the Executive’s employment is terminated during the Term of this
                Agreement (A) by the Company for a reason other than for Cause or
                (B) by the
                Executive for Good Reason, the Executive shall be entitled to:

               

              (a)          
a lump sum severance payment
                equal to one times the Executive’s annual base
                salary in effect immediately prior to the Termination Date.

               

              (b)          
a lump sum payment in an amount
                equal to the annual short-term incentive
                compensation to which the Executive would have been entitled had
                he continued in
                the employ of the Company through the last day of the calendar year
                in which the
                Termination Date occurs and had the applicable incentive target(s)
                for such
                calendar year been fully met, pro-rated for the number of days during
                the
                calendar year that the Executive was employed prior to the Termination
                Date;
                provided, however, that if the Executive’s Termination Date occurs after
                June 30th of the calendar year, the Executive may elect, in a
                writing filed with the Company during the 7-day period immediately
                following his
                Termination Date, to have the amount payable to him under this subparagraph
                (b)
                calculated on the basis of the actual (rather than the target) short-term
                incentive compensation to which the Executive would have been entitled
                had he
                continued in the employ of the Company through the last day of such
                calendar
                year, which amount shall be pro-rated as set forth in this subparagraph
                (b).


               

              (c)          
with respect to any granted
                but not awarded performance Stock pursuant to the
                Company’s long term incentive plan, the 2005 to 2007 Restricted, Stock Option
                and Equity Plan,  initiated on January 1, 2005 and terminating on December
                31, 2007, Executive shall receive the entire lump sum of that grant
                at
                Termination; provided , however, that if the Executive’s Termination occurs
                after June 30th of the calendar year, the Executive may elect, in a
                writing filed with the Company during the 7-day period immediately
                following his
                Termination Date, to have the amount payable to him under this subparagraph
                (c)
                calculated on the basis of the actual (rather than the target) long-term
                incentive compensation to which the Executive would have been entitled
                had he
                continued in the employ of the Company through the last day of such
                calendar
                year.

               

              (d)          
with respect to any granted
                but not awarded Performance Stock or other long term
                incentive compensation initiated on a date subsequent to the 2005
                to 2007
                Restricted Stock Option and Equity Plan inititaion period starting
                January 1,
                2005, a lump sum payment in an amount to which the Executive  would have
                been entitled had he continued in the employ of the Company through
                the last day
                of the calendar year in which the Termination Date occurs and had
                the applicable
                incentive target(s) for such calendar year been fully met, pro-rated
                for the
                number of days during the calendar year that the Executive was employed
                prior to
                the Termination Date; provided, however, that if the Executive’s Termination
                Date occurs after June 30th of the calendar year, the Executive may
                elect, in a writing filed with the Company during the 7-day period
                immediately
                following his Termination Date, to have the amount payable to him
                under this
                subparagraph (c) calculated on the basis of the actual (rather than
                the target)
                long-term incentive compensation to which the Executive would have
                been entitled
                had he continued in the employ of the Company through the last day
                of such
                calendar year, which amount shall be pro-rated as set forth in this
                subparagraph
                (c).

               

              (e)            continued
                health benefit coverage for the Executive and the Executive’s qualified
                beneficiaries as provided in section 4980B of the Code (“COBRA”)).  Such
                COBRA continuation coverage shall be provided to the Executive and
                the
                Executive’s qualified beneficiaries only if and to the extent that the Executive
                (or his qualified beneficiaries, as applicable) make a timely and
                proper
                election to be covered under COBRA and make timely payments for the
                cost of such
                coverage; provided, however, that such COBRA coverage shall be at
                the Company’s
                expense for the period beginning on the day after the Termination
                Date and
                ending on the earlier of (i) the first anniversary of the Termination
                Date or
                (ii) the date on which the Executive commences employment with another
                employer.

               

              (f)             for
                the period beginning on the Termination Date and ending on the earlier
                of (i)
                the first anniversary of the Termination Date and (ii) the date on
                which the
                Executive commences employment with another employer, the Executive
                shall be
                permitted the use of a Company-owned or leased automobile on the
                terms and
                conditions set forth in the Company’s Automobile Policy.

               

              For
                the avoidance
                of doubt, the Executive shall not be entitled to any benefits under
                this
                Agreement if his termination of employment occurs on account of his
                death,
                disability, or voluntary resignation (other than for Good Reason)
                before April
                1, 2008, or any voluntary resignation is agreed upon by Executive,
                the CEO and
                Board of Directors.  

               

               

              5.                 
 Time of Payments.  Provided that the conditions
                of paragraph 6
                (relating to waiver and release) have been satisfied, payments pursuant
                to
                subparagraphs 4(a) and 4(b) shall be paid no later than March 15th
                of the
                calendar year following the calendar year in which the Executive’s Termination
                Date occurs or at such earlier date as may apply in accordance with the
                following:

               

              (a)            the
                payment pursuant to subparagraph 4(a) (relating to severance pay)
                shall be paid
                within 10 days following the later of (i) the Executive’s Termination Date or
                (ii) the date on which the conditions of paragraph 6 are satisfied;
                and 

               

              (b)            the
                payment pursuant to subparagraph 4(b)and (c) (relating to incentive
                compensation) shall be made within 10 days following the later of
                (i) the date
                that the long term and/or short-term incentive compensation would
                have been paid
                if the Participant’s Termination Date had not occurred, and (ii) the date on
                which the conditions of paragraph 6 are satisfied.

               

              Notwithstanding
                any other provision of this Agreement, if the requirements of paragraph
                6 are
                not satisfied on or before March 1st of the calendar year following
                the calendar
                year in which the Executive’s Termination Date occurs, the Executive shall not
                be entitled to any payments or benefits under this Agreement.

               

               

              6.                 
Waiver and Release.  The Executive shall not
                be entitled to any
                payments or benefits under this Agreement unless and until the Participant
                executes and delivers to the Company a valid release of any and all
                claims
                against the Company and its affiliates in a form acceptable to the
                Company and
                the revocation period for such release has expired without revocation.

               

              7.                 
Mitigation.  The Executive shall not
                be required to mitigate the
                amount of any payment provided for in this Agreement by seeking other
                employment
                or otherwise.  None of the Company or any of its affiliates shall be
                entitled to set off against the amounts payable to the Executive
                under this
                Agreement any amounts owed to the Company or any of its affiliates
                by the
                Executive, any amounts earned by the Executive in other employment
                after the
                Termination Date, or any amounts which might have been earned by
                the Executive
                in other employment had he sought such other employment.

               

              8.                 
Parachute Payments.  
The Company
                and the Executive agree that
                if any payment or benefit to which the Executive is entitled from
                the Company,
                any affiliate, or any trusts established by the Company or by any
                affiliate
                (whether or not payable under this Agreement) including, without
                limitation, the
                vesting of an option or other non-cash benefit or property (all such
                payments,
                benefits and vesting being referred to collectively as “Payments”) are subject
                to the tax imposed by section 4999 of the Internal Revenue Code of
                1986 or any
                successor provision to that section, then the Payments shall be reduced
                to the
                extent required to avoid application of the tax imposed by Code section
                4999.  The Executive shall be entitled to select the order in which
                payments are to be reduced in accordance with the preceding sentence. 
Determination of whether Payments would result in the application
                of the tax
                imposed by section 4999, and the amount of reduction that is necessary
                so that
                no such tax would be applied, shall be made, at the Company’s expense, by the
                independent accounting firm employed by the Company on the Termination
                Date.

               

              9.                 
Withholding. 
All payments
                to the Executive under this Agreement
                will be subject to all applicable withholding of applicable taxes.

               

              10.             
Confidential
                Information.  The Executive agrees that during the
                Agreement Term and at all times thereafter:

               

              (a)           Except
                as may be required by the lawful order of a court or agency of competent
                jurisdiction, except as necessary to carry out his duties to the
                Company and its
                affiliates, or except to the extent that the Executive has express
                authorization
                from the Company, the Executive agrees to keep secret and confidential
                indefinitely, all Confidential Information (as defined below), and
                not to
                disclose the same, either directly or indirectly, to any other person,
                firm, or
                business entity, or to use it in any way.

               

              (b)           
To the extent that any court
                or agency seeks to have the Executive disclose
                Confidential Information, he shall promptly inform the Company, and
                he shall
                take such reasonable steps to prevent disclosure of Confidential
                Information
                until the Company has been informed of such requested disclosure,
                and the
                Company has an opportunity to respond to such court or agency.  To the
                extent that the Executive obtains information on behalf of the Company
                or any of
                its affiliates that may be subject to attorney-client privilege as
                to the
                Company’s attorneys, the Executive shall take reasonable steps to maintain
                the
                confidentiality of such information and to preserve such privilege.

               

              (c)           
Nothing in the foregoing provisions
                of this paragraph 10 shall be construed so
                as to prevent the Executive from using, in connection with his employment
                for
                himself or an employer other than the Company or any of the affiliates,
                knowledge which was acquired by him during the course of his employment
                with the
                Company and its affiliates, and which is generally known to persons
                of his
                experience in other companies in the same industry.

               

              (d)           
For purposes of this Agreement,
                the term “Confidential Information” shall
                include all non-public information (including, without limitation,
                information
                regarding litigation and pending litigation) concerning the Company
                and its
                affiliates which was acquired by or disclosed to the Executive during
                the course
                of his employment with the Company, or during the course of his consultation
                with the Company following the Termination Date.

               

              (e)           
This paragraph 10 shall not
                be construed to unreasonably restrict the
                Executive’s ability to disclose confidential information in an arbitration
                proceeding or a court proceeding in connection with the assertion
                of, or defense
                against any claim of breach of this Agreement.  If there is a dispute
                between the Company and the Executive as to whether information may
                be disclosed
                in accordance with this subparagraph (e), the matter shall be submitted
                to the
                arbitrators or the court (whichever is applicable) for decision.

               

              11.             
Competition. 
During
                the Term of the Agreement and for a period of
                12 months after termination of the Executive’s employment with the Company for
                any reason, the Executive shall not, without the express written
                consent of the
                Chief Executive Officer of the Company:

               

              (a)           
be employed by, serve as a consultant
                to, or otherwise assist or directly or
                indirectly provide services to a Competitor (defined below) if: (i)
                the services
                that the Executive is to provide to the Competitor are the same as,
                or
                substantially similar to, any of the services that the Executive
                provided to the
                Company or its affiliates, and such services are to be provided with
                respect to
                any location in which the Company or an affiliate of the Company
                has material
                operations during the 12-month period prior to the Termination Date,
                or with
                respect to any location in which the Company or an affiliate of the
                Company has
                devoted material resources to establishing operations during the
                12-month period
                prior to the Termination Date; or (ii) the trade secrets, confidential
                information, or proprietary information (including, without limitation,
                confidential or proprietary methods) of the Company and its affiliates
                to which
                the Executive had access could reasonably be expected to benefit
                the Competitor
                if the Competitor were to obtain access to such secrets or information. 
For purposes of this subparagraph (a), services provided by others
                shall be
                deemed to have been provided by the Executive if the Executive had
                material
                supervisory responsibilities with respect to the provision of such
                services.

               

              (b)           
solicit or attempt to solicit
                any party who is then or, during the 12-month
                period prior to such solicitation or attempt by the Executive was
                (or was
                solicited to become), a customer or supplier of the Company, provided
                that the
                restriction in this subparagraph (b) shall not apply to any activity
                on behalf
                of a business that is not a Competitor.

               

              (c)            
solicit, entice, persuade or
                induce any individual who is employed by the
                Company or its affiliates (or was so employed within 90 days prior
                to the
                Executive’s action) to terminate or refrain from renewing or extending such
                employment or to become employed by or enter into contractual relations
                with any
                other individual or entity other than the Company or its affiliates,
                and the
                Executive shall not approach any such employee for any such purpose
                or authorize
                or knowingly cooperate with the taking of any such actions by any other
                individual or entity.

               

              (d)           
directly or indirectly own an
                equity interest in any Competitor (other than
                ownership of 5% or less of the outstanding stock of any corporation
                listed on
                the New York Stock Exchange or the American Stock Exchange or included
                in the
                NASDAQ System).

               

              The
                term
“Competitor” means any enterprise (including a person, firm or business, whether
                or not incorporated) during any period in which it is materially
                competitive in
                any way with any business in which the Company or any of its affiliates
                was
                engaged during the 12-month period prior to the Executive’s termination of
                employment.  Upon the written request of the Executive, the Company’s Chief
                Executive Officer will determine whether a business or other entity
                constitutes
                a “Competitor” for purposes of this paragraph and may require the Executive to
                provide such information as the Chief Executive Officer determines
                to be
                necessary to make such determination.  The current and continuing
                effectiveness of such determination may be conditioned on the accuracy
                of such
                information, and on such other factors as the Chief Executive Officer
                may
                determine.

               

               

              12.             
Non-Disparagement. 
The Executive
                agrees that, while he is employed
                by the Company, and after his Termination Date, he shall not make
                any false,
                defamatory or disparaging statements about the Company, its affiliates,
                or the
                officers or directors of the Company or its affiliates that are reasonably
                likely to cause material damage to the Company, its affiliates, or
                the officers
                or directors of the Company or its affiliates.  While the Executive is
                employed by the Company, and after the Termination Date, the Company
                agrees, on
                behalf of itself and its affiliates, that neither the officers nor
                the directors
                of the Company or its affiliates shall make any false, defamatory
                or disparaging
                statements about the Executive that are reasonably likely to cause
                material
                damage to the Executive.

               

              13.             
Nonalienation. 
The interests
                of the Executive under this Agreement
                are not subject in any manner to anticipation, alienation, sale,
                transfer,
                assignment, pledge, encumbrance, attachment, or garnishment by creditors
                of the
                Executive or the Executive’s beneficiary.

               

              14.             
Amendment. 
This Agreement
                may be amended or canceled only by mutual
                agreement of the parties in writing without the consent of any other
                person.  So long as the Executive lives, no person, other than the parties
                hereto, shall have any rights under or interest in this Agreement
                or the subject
                matter hereof.

               

              15.             
Applicable
                Law.  The provisions of this Agreement shall be construed
                in accordance with the laws of the State of Illinois, without regard
                to the
                conflict of law provisions of any state.

               

              16.             
Severability. 
The invalidity
                or unenforceability of any provision
                of this Agreement will not affect the validity or enforceability
                of any other
                provision of this Agreement, and this Agreement will be construed
                as if such
                invalid or unenforceable provision were omitted (but only to the
                extent that
                such provision cannot be appropriately reformed or modified).

               

              17.             
Obligation
                of Company.  Except as otherwise specifically provided in
                this Agreement, nothing in this Agreement shall be construed to affect
                the
                Company’s right to modify the Executive’s position or duties, compensation, or
                other terms of employment, or to terminate the Executive’s employment. 
Nothing in this Agreement shall be construed to provide to the Executive
                any
                rights upon termination of the Executive’s employment with the Company other
                than as specifically described in paragraph 4.  If the Executive’s
                employment is terminated other than by the Company for Cause or by
                the Executive
                for Good Reason, the Executive’ benefits shall be determined in accordance with
                the applicable retirement, insurance and other programs of the Company
                as may
                then be in effect.

               

              18.             
Waiver of Breach. 
No waiver
                by any party hereto of a breach of any
                provision of this Agreement by any other party, or of compliance
                with any
                condition or provision of this Agreement to be performed by such
                other party,
                will operate or be construed as a waiver of any subsequent breach
                by such other
                party of any similar or dissimilar provisions and conditions at the
                same or any
                prior or subsequent time.  The failure of any party hereto to take any
                action by reason of such breach will not deprive such party of the
                right to take
                action at any time while such breach continues.

               

              19.             
Successors,
                Assumption of Contract.  This Agreement is personal to
                the Executive and may not be assigned by the Executive without the
                written
                consent of the Company.  However, to the extent that rights or benefits
                under this Agreement otherwise survive the Executive’s death, the Executive’s
                heirs and estate shall succeed to such rights and benefits pursuant
                to the
                Executive’s will or the laws of descent and distribution.  This Agreement
                shall be binding upon and inure to the benefit of the Company and
                any successor
                of the Company and the Company will require any successor (whether
                direct or
                indirect, by purchase, merger, consolidation or otherwise) to all
                or
                substantially all of the business or assets of the Company to expressly
                assume
                and agree to perform this Agreement in the same manner and to the
                same extent
                that the Company would be required to perform it if no such succession
                had taken
                place.

               

              20.             
Notices. 
Notices
                and all other communications provided for in this
                Agreement shall be in writing and shall be delivered personally or
                sent by
                registered or certified mail, return receipt requested, postage prepaid
                (provided that international mail shall be sent via overnight or
                two-day
                delivery), or sent by facsimile or prepaid overnight courier to the
                parties at
                the addresses set forth below.  Such notices, demands, claims and other
                communications shall be deemed given:

               

              (a)            in
                the case of delivery by overnight service with guaranteed next day
                delivery, the
                next day or the day designated for delivery;

               

              (b)            in
                the case of certified or registered U.S. mail, five days after deposit
                in the
                U.S. mail; or

               

              (c)            in
                the case of facsimile, the date upon which the transmitting party
                received
                confirmation of receipt by facsimile, telephone or otherwise;

               

              provided,
                however,
                that in no event shall any such communications be deemed to be given
                later than
                the date they are actually received.  Communications that are to be
                delivered by the U.S. mail or by overnight service or two-day delivery
                service
                are to be delivered to the addresses set forth below:

               

              to
                the
                Company:

               

              A.M.Castle
                & Co.
3400 North Wolf Road
Franklin Park, IL60131
Attn: 
Corporate Secretary

              or
                to the
                Executive:

               

              Lawrence
                A.
                Boik
3527 Vanilla Grass Drive
Naperville, IL  60564

               

              Each
                party, by
                written notice furnished to the other party, may modify the applicable
                delivery
                address, except that notice of change of address shall be effective
                only upon
                receipt.

               

               

              21.             
Arbitration
                of All Disputes.  Any controversy or claim arising out
                of or relating to this Agreement (or the breach thereof) shall be
                settled by
                final, binding and non-appealable arbitration in Illinois, by three
                arbitrators.  Except as otherwise expressly provided in this paragraph 21,
                the arbitration shall be conducted in accordance with the rules of
                the American
                Arbitration Association (the “Association”) then in effect.  One of the
                arbitrators shall be appointed by the Company, one shall be appointed
                by the
                Executive, and the third shall be appointed by the first two arbitrators. 
If the first two arbitrators cannot agree on the third arbitrator
                within 30 days
                of the appointment of the second arbitrator, then the third arbitrator
                shall be
                appointed by the Association.

               

              22.             
Survival of
                Agreement.  Except as otherwise expressly provided in
                this Agreement, the rights and obligations of the parties to this
                Agreement
                shall survive the termination of the Executive’s employment with the
                Company.

               

              23.             
Counterparts. 
This Agreement
                may be executed in two or more
                counterparts, any one of which shall be deemed the original without
                reference to
                the others.

               

              IN
                WITNESS THEREOF, the Executive has hereunto set his hand, and the
                Company has
                caused these presents to be executed in its name and on its behalf,
                all as of
                the Effective Date.

               

              
                	
                        Executive:

                      
	 
	
                        /s/
                          Lawrence A. Boik

                      
	
                        Chief
                          Financial Officer

                      
	 
	
                        A.
                          M. Castle & Co.:

                      
	 
	
                        By
                          /s/ Michael H. Goldberg

                      
	
                        Its:
                          President & CEO