Exhibit 10.14




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TABLE OF CONTENTS
 PAGESECTION 1 General
    
    
    11.1. History, Purpose and Effective Date
    
    
    11.2. Related Companies and Employers
    
    
    11.3. Definitions, References
    
    
    21.4. Plan Administration
    
    
    21.5. Source of Benefit Payments
    
    
    21.6. Applicable Laws
    
    
    31.7. Plan Year
    
    
    31.8. Gender and Number
    
    
    31.9. Notices
    
    
    31.10. Action by Employers
    
    
    31.11. Limitations on Provisions
    
    
    31.12. Claims and Review Procedures
    
    
    3SECTION 2 Participation
    
    
    32.1. Eligibility to Participate
    
    
    32.2. Restriction on Participation
    
    
    32.3. Plan Not Contract of Employment
    
    
    4SECTION 3 Deferred Compensation, Plan Benefits and Accounting
    
    
    43.1. Participant Account
    
    
    43.2. Compensation Deferrals
    
    
    43.3. Matching Credits
    
    
    53.4. Make-Whole Credits
    
    
    53.5. Coordination with 401(k) Savings Plan
    
    
    53.6. Adjustment of Accounts
    
    
    63.7. Statement of Accounts
    
    
    6SECTION 4 Payment of Plan Benefits
    
    
    74.1. Vesting
    
    
    74.2. Distribution on Termination
    
    
    74.3. Distributions To Persons Under Disability
    
    
    94.4. Beneficiary
    
    
    94.5. Benefits May Not Be Assigned or Alienated
    
    
    94.6. Deferred Commencement of Payments Upon Separation From Service
    
    
    94.7. Payment of Small Accounts
    
    
    94.8. Distributions Upon Income Inclusion Under Section 409A
    
    
    94.9. Tax Treatment and Withholding
    
    
    10SECTION 5 Amendment and Termination
    
    
    105.1. Amendments and Termination
    
    
    105.2. Termination as to Employers
    
    
    115.3. Rights Not Limited by Section 409A
    
    
    11




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A.M. CASTLE & CO. SUPPLEMENTAL 401(k) SAVINGS AND RETIREMENT PLAN    SECTION 1
 General
 History. Purpose and Effective Date.
 (a)
    
    The Plan as set forth herein shall, subject to paragraph (b) next below, apply to
benefits under the Plan, the payment of which commences on or after the Effective
Date. Benefits for which payments commence prior to the Effective Date shall be
determined in accordance with the provisions and administration of the Plan prior to
the Effective Date, taking into account the provisions of paragraph (b) next below.(b)
    
    It is the intention that all amounts deferred under the Plan will be subject to the
provisions of section 409A of the Code and applicable guidance issued thereunder
(Section 409A), regardless of whether such amounts were deferred (within the
meaning of Section 409A) on, prior to, or after January 1, 2005; provided, however,
that amounts deferred as of December 31, 2004 with respect to Participants who
terminated employment on or before December 31, 2004 and for whom no amounts are
deferred after December 31, 2004 are not intended to be subject to the provisions of
Section 409A, and such amounts shall continue to be subject to the terms and
conditions of the Plan as in effect prior to January 1, 2005.
 Related Companies and Employers.




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Definitions. References.
 Plan Administration.
 Source of Benefit Payments.




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Applicable Laws.
 Plan Year.
 Gender and Number.
 Notices.
 Action by Employers.
 Limitations on Provisions.
 Claims and Review Procedures.
 SECTION 2
 Participation
 Eligibility to Participate.
 Restriction on Participation.




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Plan Not Contract of Employment.
 SECTION 3
 Deferred Compensation. Plan Benefits and Accounting
 Participant Account.
 (a)
    
    the amount of compensation deferred by the Participant in accordance with the
provisions of subsection 3.2;(b)
    
    the amount of Matching Credits to be credited to the Participants Account in
accordance with the provisions of subsection 3.3; and(c)
    
    the amount of the Make-Whole Credits to be credited to the Participants Account
in accordance with the provisions of subsection 3.4.
  Compensation Deferrals.
 (a)
    
    Elections. In order to be eligible to defer compensation for a Plan
Year, a
Participant must file an appropriate deferral election (a Participation Election)
for that Plan Year. Such election must be made before the start of the Plan Year
immediately preceding the Plan Year in which the compensation subject to that
election is to be earned and paid. A new deferral election will be required for each
Plan Year such individual remains an Eligible Employee. Notwithstanding the
foregoing, at the time an individual first becomes eligible to participate in this
Plan (and assuming he is not already eligible to participate in any other account
balance plan (as defined in Treasury Regulation Section 1.409A-1(c)(2)(i)(A)) of
the Company), that individual may elect, within thirty (30) days after he or she
first becomes eligible to participate in the Plan, to make compensation deferrals
with respect to compensation earned for services performed by such individual in pay
periods beginning after the filing of his or her Participation Election.(b)
    
    No Changes. A Participants Participation Election for a particular Plan
Year
may not be revoked, modified or suspended (with respect to this Plan or the




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401(k) Savings Plan) after the start of the Plan Year immediately preceding that Plan
Year, except to the extent permitted under Section 409A.(c)
    
    Late Election. If a Participant does not make a timely election for a
Plan Year, no compensation deferrals will be made under the Plan on behalf of that
Participant for that Plan Year.(d)
    
    Amount. A Participant may elect to defer for each payroll period in a Plan Year
an amount equal to a specified percentage of the compensation payable to the
Participant.(e)
    
    Crediting. The compensation deferrals made by the Participant will be
credited to his or her Account as soon as practical after the date that the compensation to
which those compensation deferrals relate would otherwise have been paid.(f)
    
    Compensation Defined. For purposes of this subsection 3.2, compensation
shall
mean Eligible Compensation, as defined in the 401(k) Savings Plan without regard to
the limitation on compensation under Section 401(a)(17) of the Code.
 Matching Credits.
 Make-Whole Credits.
 Coordination with 401(k) Savings Plan,




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Adjustment of Accounts.
 (a)
    
    The net investment return provided by an investment fund under the 401(k)
Savings Plan shall be the rate determined after reduction for any investment
management fee or similar administrative fee or charge, to the same extent that such
fee or charge is taken into account under the 401(k) Savings Plan in determining the
net investment return of such fund.(b)
    
    The net investment return of an investment fund under the 401(k) Savings Plan
shall not be reduced to reflect income taxes paid or payable with respect to
such return.
  Statement of Accounts.




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SECTION 4
 Payment of Plan Benefits
 Vesting
 Distribution on Termination.
 (a)
    
    Initial Election. Unless a later date is permitted under Section 409A, at the
same
time the Participant first becomes eligible to participate in this Plan and files
his or her initial Participation Election, the Participant must also elect, in
writing, which of the distribution options described below will govern the payment
of the vested balance of his or her Account. Notwithstanding the foregoing, each
individual who is a Participant in the Plan prior to the Effective Date may elect
the timing and form of payment of his Plan Account by filing a written election with
the Company, no later than December 31, 2008, in a form and manner and subject to
such limitations as the Company in its sole discretion may establish, subject to the
following:
 (i)
    
    an election pursuant to this subsection shall be available only to the extent
that payment would not otherwise commence in the year in which
the election is made; and(ii)
    
    such election shall not be effective if it would cause payment to
commence in the year in which the election is made that would not otherwise
commence in such year.
 (b)
    
    Timing of Payment. A Participant may elect to have the vested portion of his or
her Account distributed as of the first day of the month following one of the
following distribution events (or the earlier or later of either such event):
 (i)
    
    Separation from Service; or(ii)
    
    a specified date.




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A Participant will be deemed to have incurred a Separation from Service if he terminates
employment with the Company and any Related Company for reasons other than death. A
termination of employment will be deemed to have occurred if it is reasonably anticipated
that the Participant will not perform any services after termination of employment or it is
reasonably anticipated that the level of bona fide services the Participant will perform
for the Company and any Related Company after such date (whether as an employee or
independent contractor, but not as a director) will permanently decrease to a level that is
no more than 50% of the average level of bona fide services the Participant performed over
the immediately preceding 36-month period.(c)
    
    Form of Payment. A Participant may elect to have the vested portion of his or her
Account distributed as of his or her elected distribution event in one of the following
distribution forms:
 (i)
    
    a single lump sum payment; or(ii)
    
    equal annual installments over a period not to exceed 10 years.
 (d)
    
    Subsequent Election. A Participant may change the timing and form of payment
with respect to his or her Account in accordance with such policies and procedures as maybe
adopted by the Committee. Any change in the form or timing of distributions hereunder must
comply with the following requirements. The changes:
 (i)
    
    may not accelerate the time or schedule of any distribution, except as
provided in Section 409A;(ii)
    
    must, for benefits distributable as of a specified date or Separation from
Service, delay the commencement of distributions for a minimum of five (5) years
from the date the first distribution was originally scheduled to be made;(iii)
    
    must take effect not less than twelve (12) months after the election is
made; and(iv)
    
    in the case of a distribution to be made as of a specified date, must be
made at least twelve (12) months before the first scheduled payment.
 For purposes of this subsection (d), in accordance with Section 409A, a series of annual
installments shall be treated as a single payment.Default. If, upon a Participants Separation from Service, the Committee does not
have a proper distribution election on file for that Participant with respect to his or her
Account, the vested portion of each of those Plan Year Subaccounts will be distributed to
the Participant in one lump sum as soon as administratively feasible following the
Participants Separation from Service.




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Distributions To Persons Under Disability.
 Beneficiary.
 Benefits May Not Be Assigned or Alienated.
 Deferred Commencement of Payments Upon Separation From Service.
 Payment of Small Accounts.
 Distributions Upon Income Inclusion Under Section 409A.




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Tax Treatment and Withholding.
 SECTION 5
 Amendment and Termination
 Amendments and Termination.
  (a)
    
    Within thirty (30) days before or twelve (12) months after a change in control
event (as defined in Treasury Regulation section 1.409A-3(i)(5)) of the Company;
provided, however, that termination of this Plan was effected through an
irrevocable action taken by the Company; provided, furthers that
all distributions are made no later than twelve (12) months following such
termination of the Plan and that all the Companys arrangements which are
substantially similar to the Plan are terminated so all Participants and any
participants in the similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within twelve (12) months of
the termination of the arrangements;(b)
    
    Upon the Companys dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under the Plan are included in each Participants
gross income in the latest of (i) the calendar year in which the Plan terminates;
(ii) the calendar year in which the amount is no longer subject to a substantial
risk of forfeiture; or (iii) the first calendar year in which the distribution is
administratively practical; or(c)
    
    Upon the Companys termination of this and all other account balance plans (as
referenced in Section 409A or the regulations thereunder); provided, however that




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all distributions are made no earlier than twelve (12) months and no later than
twenty-four (24) months following such termination; provided, further,
that the termination of this Plan does not occur proximate to the downturn in the
financial health of the Company; and provided, further, that the Company
does not adopt any new account balance plans for a minimum of three (3) years
following the date of such termination.
 Termination as to Employers.
 (a)
    
    the date it is terminated by the Employer if advance written notice of the
termination is given to the other Employers(b)
    
    the Date the Employer is judicially declared bankrupt or insolvent; or(c)
    
    the dissolution, merger, consolidation or reorganization of
the Employer, or the
sale by the Employer of all or substantially all of its assets, except that, with
the consent of the Company, in any such event arrangements may be made whereby
the Plan will be continued by any successor to the Employer or any purchaser of
all or substantially all of the Employers assets, in which case, the successor
or purchaser will be substituted for the Employer under the Plan.
  Rights Not Limited by Section 409A.
 th
 A.M. CASTLE & CO.By:
    
    /s/ Paul J. WinsauerPrinted Name:
    
    Paul J. WinsauerTitle:
    
    VP  Human Resources