Exhibit 10.13
 A.M. CASTLE & CO.
 DIRECTORS DEFERRED COMPENSATION PLAN  (As Amended and Restated as of October 22, 2008)




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TABLE OF CONTENTS
 PageSECTION 1 GENERAL
    
    
    11.1 Purpose and Effective Date
    
    
    1SECTION 2 DEFINITIONS
    
    
    12.1 Definitions
    
    
    1SECTION 3 PLAN ADMINISTRATION
    
    
    33.1 Administration by Committee
    
    
    3SECTION 4 DEFERRAL AND INVESTMENT OF COMPENSATION
    
    
    34.1 Deferral Election
    
    
    34.2 Credits to Account
    
    
    44.3 Changes to Investment Elections
    
    
    54.4 Accounts Maintained Until Payment
    
    
    6SECTION 5 DISTRIBUTION OF ACCOUNTS
    
    
    65.1 Distribution Upon Termination of Service
    
    
    65.2 Other Distributions
    
    
    65.3 Issuance of Company Stock
    
    
    75.4 Designation of Beneficiary
    
    
    75.5 Withholding; Reporting
    
    
    7SECTION 6 SHARES SUBJECT TO THE PLAN
    
    
    76.1 Shares
    
    
    76.2 Changes in Capitalization
    
    
    7SECTION 7 AMENDMENT OR TERMINATION
    
    
    87.1 Authority
    
    
    87.2 Limits
    
    
    8SECTION 8 MISCELLANEOUS
    
    
    88.1 Plan Unfunded/No Guaranty
    
    
    88.2 No Assignment
    
    
    88.3 Effect of Participation
    
    
    98.4 Distributions to Persons Under Disability
    
    
    98.5 Successors
    
    
    98.6 Savings Clause
    
    
    98.7 No Liability
    
    
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TABLE OF CONTENTS
 Page8.8 Applicable Law
    
    
    9
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A.M. CASTLE & CO. DIRECTORS  DEFERRED COMPENSATION PLAN
 SECTION 1
 General
 Purpose and Effective Date
 SECTION 2
 Definitions
 Definitions




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(aa)
    
    The term Gross Fair Market Value shall mean the
value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated
with such assets.(bb)
    
    The term Group shall have the meaning assigned to
such term in Treasury Regulation §§1.409A-3(i)(5)(v)(B) and (vi)(D)).
     2




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The Wall Street Journal
    SECTION 3
 Plan Administration
 Administration by Committee
 SECTION 4
 Deferral and Investment of Compensation
 Deferral Election
  3




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Credits to Account
   Interest Subaccount th
 Stock Subaccount
 th
  4




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Changes to Investment Elections
     (A)
    
    charged with the amount transferred from that account to the
Directors Stock Subaccount pursuant to the election, and(B)
    
    credited with the amount transferred to that account from the
Directors Stock Subaccount pursuant to the election; and
  (A)
    
    charged with the number of Share Units equal to (1) the dollar
amount transferred from that account to the Directors Interest Subaccount
pursuant to the election, divided by (II) the Far Market Value on the date
as of which the transfer occurs; and(B)
    
    credited with the number of share Units equal to (I) the dollar amount transferred to that
Subaccount from the Directors Interest Subaccount pursuant to the election, divided by (II) The
Fair Market Value on the date as of which the transfer occurs.
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Accounts Maintained Until Payment
 SECTION 5
 Distribution of Accounts
 Distribution Upon Termination of Service
   Other Distributions
    6




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Issuance of Company Stock
 Designation of Beneficiary
 Withholding; Reporting
 SECTION 6
 Shares Subject to the Plan
 Shares
 Changes in Capitalization
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SECTION 7
 Amendment or Termination
 Authority
 Limits
 SECTION 8
 Miscellaneous
 Plan Unfunded/No Guaranty
   No Assignment
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Effect of Participation
 Distributions to Persons Under Disability
 Successors
 Savings Clause
 No Liability
 Applicable Law
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A. M. CASTLE & CO.By:Printed Name:Title:
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