10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008 Commission File Number: 1-5415

A. M. CASTLE & CO.

(Exact name of registrant as specified in its charter)

Maryland	36-0879160
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
3400 North Wolf Road, Franklin Park, Illinois	60131
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (847) 455-7111
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock — $0.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ 
Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes o No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is $462,553,234.

The number of shares outstanding of the registrant’s common stock on March 6, 2009 was 22,865,212 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by Reference	Applicable Part of Form 10-K
Proxy Statement furnished to Stockholders in connection with registrant’s Annual Meeting of Stockholders to be held April 23, 2009.	Part III

Disclosure Regarding Forward-Looking Statements

Information provided and statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this report and the Company assumes no obligation to update the information included in this report. Such forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “predict,” “plan,” or similar expressions. These statements are not guarantees of performance or results, and they involve risks, uncertainties, and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements, including those risk factors identified in Item 1A “Risk Factors” of this report. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

PART I

ITEM 1 — Business

In this annual report on Form 10-K, “the Company,” “we” or “our” refer to A. M. Castle & Co., a Maryland corporation, and its subsidiaries included in the consolidated financial statements, except as otherwise indicated or as the context otherwise requires.

Business and Markets

Company Overview

The Company is a specialty metals (92% of net sales) and plastics (8% of net sales) distribution company serving customers on a global basis. The Company provides a broad range of products and value-added processing and supply chain services to a wide array of customers, principally within the producer durable equipment sector of the global economy. Particular focus is placed on the aerospace and defense, oil and gas, power generation, mining, heavy equipment manufacturing, marine, office furniture and fixtures, transportation and general manufacturing industries.

     The Company’s primary metals service center and corporate headquarters are located in Franklin Park, Illinois. The Company has 51 service centers located throughout North America (45), Europe (5) and Asia (1). The Company’s service centers hold inventory, process and distribute products to local geographic markets. The Company’s metals and plastics service centers are separate operations, with no facilities serving both metals and plastics customers.

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Industry and Markets

Service centers act as supply chain intermediaries between primary producers, which necessarily deal in bulk quantities in order to achieve economies of scale, and end-users in a variety of industries that require specialized products in significantly smaller quantities and forms. Service centers also manage the differences in lead times that exist in the supply chain. While OEMs and other customers often demand delivery within hours, the lead time required by primary producers can be as long as several months. Service centers also provide value to their customers by aggregating purchasing, providing warehousing and distribution services, and by processing material to meet specific customer needs.

     According to a May 2008 article in Purchasing magazine, “service centers comprise the largest single customer group for North American mills, buying and reselling more than 40% of all the carbon, alloy, stainless and specialty steels, aluminum, copper, brass and bronze, and super alloys produced in the U.S. and Canada each year. The U.S. and Canadian metals distribution industry generated record revenues of $143 billion in 2007,” reflecting 13% growth from 2006.

     The principal markets served by the Company are highly competitive. Competition is based on price, service, quality, processing capabilities, inventory availability, timely delivery and ability to provide supply chain solutions. The Company competes in a highly fragmented industry. Competition in the various markets in which the Company participates comes from a large number of value-added metals processors and service centers on a regional and local basis, some of which have greater financial resources and some of which have more established brand names in the local markets served by the Company.

     The Company also competes to a lesser extent with primary metals producers who typically sell to larger customers requiring shipments of large volumes of metal.

     In order to capture scale efficiencies and remain competitive, many primary metal producers are consolidating their operations and focusing on their core production activities. These producers have increasingly outsourced metals distribution and inventory management to metals service centers. This process of outsourcing allows them to work with a relatively small number of intermediaries rather than many end customers. As a result, metals service centers are now providing a range of services for their customers, including metal purchasing, processing and supply chain management services.

Recent Acquisitions and Expansions

In January 2008, the Company acquired Metals U.K. Group (“Metals U.K.”). Metals U.K. is a distributor and processor of specialty metals primarily serving the oil and gas, aerospace, petrochemical and power generation markets worldwide. Metals U.K. has distribution and processing facilities in Blackburn, England, Hoddesdon, England and Bilbao, Spain. The acquisition of Metals U.K. is expected to allow the Company to expand its global reach and service certain potential high growth industries.

     In September 2006, the Company acquired Transtar Intermediate Holdings #2, Inc. (“Transtar”), a wholly owned subsidiary of H.I.G. Transtar Inc. Transtar is a leading supplier of high performance aluminum alloys to the aerospace and defense industries, supporting those markets with a broad range of inventory, processing and supply chain services. As a result of the acquisition, the Company has increased its access to aerospace customers and avenues to cross-sell its other products into this market. The acquisition also provides the Company the benefits of deeper access to certain inventories and purchasing synergies, as well as platforms to sell to markets in Europe, Asia and other international markets.

     Refer to Note 8 to the consolidated financial statements for goodwill impairment discussion related to the above acquisitions.

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In January 2008, the Company obtained a business license for the opening of a new service center in Shanghai, China. The 45,700 square foot facility became fully operational in the second quarter of 2008. The Shanghai service center provides the Company the ability to serve new customers in China, as well as existing customers, which previously received processed specialty aerospace grade metals from the Company’s U.S. based aerospace operations.

Procurement

The Company purchases metals and plastics from many producers. The Company’s operations would not be adversely affected in a material way by the loss of any one supplier, as satisfactory alternative sources are available.

     The Company purchases material in large lots and stocks material at its service centers until sold, usually in smaller quantities and typically with some value-added processing services performed. The Company’s ability to provide quick delivery, frequently same-day or overnight, of a wide variety of specialty metals and plastic products, along with its processing capabilities, allows customers to lower their own inventory investment by reducing their need to order the large quantities required by producing mills or their need to perform additional material processing services. Some of the Company’s purchases are covered by long-term contracts and commitments, which have corresponding customer sales agreements.

     Orders are primarily filled with materials shipped from Company stock. The materials required to fill non-stock orders are obtained from other sources, such as direct mill shipments to customers or purchases from other distributors. Thousands of customers from a wide array of industries are serviced primarily through the Company’s own sales organization. Deliveries are made principally by Company-leased trucks. Common carrier delivery is used in areas not serviced directly by the Company’s fleet.

Employees

At December 31, 2008, the Company had 1,923 full-time employees in its operations throughout the United States, Canada, Mexico, France, Spain, the United Kingdom and China. Of these, 258 are represented by collective bargaining units, principally the United Steelworkers of America and Teamsters.

Business Segments

The Company distributes and performs processing on both metals and plastics. Although the distribution processes are similar, different customer markets, supplier bases and types of products exist. Additionally, our Chief Executive Officer reviews and manages these two businesses separately. As such, these businesses are considered reportable segments according to the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related Information” and are reported accordingly in the Company’s various public filings. Neither of the Company’s reportable segments has any unusual working capital requirements.

In the last three years, the percentages of total sales of the two segments were as follows:

	2008			2007			2006
Metals		92	%		92	%		90	%
Plastics		8	%		8	%		10	%
		100	%		100	%		100	%

Metals Segment

In its Metals segment, the market strategy focuses on distributing highly engineered specialty grades and alloys of metals as well as providing specialized processing services. Core products include alloy, aluminum, stainless, nickel, titanium and carbon. Inventories of these products assume many forms such as plate, sheet, extrusions, round bar, hexagon bar, square and flat bar, tubing and coil. Depending on the size of the facility and the nature of the markets it serves,

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distribution centers are equipped as needed with bar saws, plate saws, oxygen and plasma arc flame cutting machinery, water-jet cutting equipment, stress relieving and annealing furnaces, surface grinding equipment, cut-to-length levelers and sheet shearing equipment.

     The Company’s customer base is well diversified and therefore, the Company does not have dependence upon any single customer, or a few customers. The customer base includes many Fortune 500 companies as well as thousands of medium and smaller sized firms.

     The Company’s broad network of locations within North America provides next-day delivery to most of the segment’s markets, and two-day delivery to virtually all of the rest.

Plastics Segment

The Company’s Plastics segment consists exclusively of Total Plastics, Inc. (“TPI”), a wholly-owned subsidiary headquartered in Kalamazoo, Michigan. This segment stocks and distributes a wide variety of plastics in forms that include plate, rod, tube, clear sheet, tape, gaskets and fittings. Processing activities within this segment include cut-to-length, cut-to-shape, bending and forming according to customer specifications.

     The Plastics segment’s diverse customer base consists of companies in the retail (point-of-purchase), marine, office furniture and fixtures, transportation and general manufacturing industries. TPI has locations throughout the upper Northeast and Midwest portions of the U.S. and one facility in Florida.

Joint Venture

The Company holds a 50% joint venture interest in Kreher Steel Co., a Midwest metals distributor, focusing on customers whose primary need is for immediate, reliable delivery of large quantities of alloy, special bar quality and stainless bars. The Company’s equity in the earnings from this joint venture is reported separately in the Company’s consolidated statements of operations.

Access to SEC Filings

The Company makes available free of charge on or through its Web site at www.amcastle.com the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”). Information on our website does not constitute part of this annual report on Form 10-K.

Certifications

Certification statements by the President and CEO and the Vice President and CFO of the Company required to be filed with the SEC pursuant to Section 302 of the Sarbanes-Oxley Act are included as Exhibits 31.1 and 31.2 to this Annual Report. In addition, an annual CEO certification regarding compliance with the New York Stock Exchange’s (“NYSE”) Corporate Governance listing standards was submitted by our President and CEO to the NYSE on May 12, 2008.

ITEM 1A — Risk Factors

Our business, operations and financial condition are subject to various risks and uncertainties. Current or potential investors should carefully consider the risks and uncertainties described below, together with all other information in this annual report on Form 10-K and other documents filed with the SEC, before making any investment decisions with respect to the Company’s securities.

Our future operating results depend on a number of factors beyond our control, such as the prices of metals and plastics, which could cause our results to be adversely affected.

The prices we pay for raw materials, both metals and plastics, and the prices we charge for products may fluctuate depending on many factors, including general economic conditions (both domestic and international), competition, production levels, import duties and other trade restrictions and currency fluctuations. To the extent metals prices decline, we would generally expect lower sales and possibly

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lower net income, depending on the timing of the price changes. To the extent we are not able to pass on to our customers any increases in our raw materials prices, our results of operations may be adversely affected. In addition, because we maintain substantial inventories of metals in order to meet the just-in-time delivery requirements of our customers, a reduction in our selling prices could result in lower profit margins or, in some cases, losses, either of which would reduce our profitability.

We service industries that are highly cyclical, and any downturn in our customers’ industries could reduce our revenue and profitability.

Many of our products are sold to customers in industries that experience significant fluctuations in demand based on economic conditions, energy prices, consumer demand and other factors beyond our control. As a result of this volatility in the industries we serve, when one or more of our customers’ industries experiences a decline, we may have difficulty increasing or maintaining our level of sales or profitability if we are not able to divert sales of our products to customers in other industries. We have made a strategic decision to focus sales resources on certain industries, specifically the aerospace and oil and gas industries. As a result, there is some risk that adverse business conditions in these industries could be detrimental to our sales. We are also particularly sensitive to market trends in the manufacturing sector of the North American economy.

We may not be able to realize the benefits we anticipate from our acquisitions.

We may not be able to realize the benefits we anticipate from our acquisitions. Achieving those benefits depends on the timely, efficient and successful execution of a number of post-acquisition events, including our integration of the acquired businesses. Factors that could affect our ability to achieve these benefits include:

• difficulties in integrating and managing personnel, financial reporting and other systems used by the acquired businesses;

• the failure of the acquired businesses to perform in accordance with our expectations;

• failure to achieve anticipated synergies between our business units and the acquired businesses;

• the loss of the acquired businesses’ customers; and

• cyclicality of business.

The presence of any of the above factors individually or in combination could result in future impairment charges against the assets of the acquired businesses.

If the acquired businesses do not operate as we anticipate, it could adversely affect our business, financial condition and results of operations. As a result, there can be no assurance that the acquisitions will be successful or will not, in fact, adversely affect our business.

We are vulnerable to interest rate fluctuations on our indebtedness, which could hurt our operating results.

We are exposed to various interest rate risks that arise in the normal course of business. We finance our operations with fixed and variable rate borrowings. Market risk arises from changes in variable interest rates. Under our revolving credit facility, our interest rate on borrowings is subject to changes based on fluctuations in the LIBOR and prime rates of interest.

The current global economic crisis has had and may continue to have an adverse impact on our business, results of operations and financial condition.

The potential effects of the current global economic and financial market crises are difficult to forecast and mitigate. There can be no assurance as to the timing or nature of any recovery. Many of our customers and the industries we serve have been significantly impacted by the deteriorating economic conditions. As a result, the current global economic downturn has had and may continue to have an adverse impact on our business, results of operations and our financial condition. Continued negative economic conditions, as well as a slow recovery period, could lead to reduced demand for our products, increased price competition for our products, reduced gross margins, increased risk of excess and obsolete inventories and higher operating costs as a percentage of revenue. Credit risk

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associated with our customers may also increase.

Due to the current credit crisis, it has been increasingly difficult for businesses to secure financing. These conditions could persist for a prolonged period of time or worsen in the future. Although we do not anticipate needing additional capital in the near term, our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets. The resulting lack of available credit could have a negative impact on our liquidity. In addition, due to the current volatile state of the credit markets, there is a risk that our lenders could fail or refuse to honor their debt commitments under our existing credit facilities. While this would be highly unusual, if our lenders fail to honor their legal commitments under our credit facilities, it could be difficult in the current environment to replace our credit agreements on similar terms. Although we believe that our operating cash flow, access to capital markets and existing credit facilities will give us the ability to satisfy our anticipated liquidity needs in the near term, the failure of any of the lenders to honor their commitments under our credit facilities may impact our ability to finance our operations.

Disruptions in the supply of raw materials could adversely affect our ability to meet our customer demands and our revenues and profitability.

If for any reason our primary suppliers of metals should curtail or discontinue their delivery of raw materials to us at competitive prices and in a timely manner, our business could suffer. Unforeseen disruptions in our supply bases could materially impact our ability to deliver products to customers. The number of available suppliers could be reduced by factors such as industry consolidation and bankruptcies affecting steel, metals and plastics producers. If we are unable to obtain sufficient amounts of raw materials from our traditional suppliers, we may not be able to obtain such raw materials from alternative sources at competitive prices to meet our delivery schedules, which could have an adverse impact on our revenues and profitability.

Our industry is highly competitive, which may force us to lower our prices and may have an adverse effect on net income.

The principal markets that we serve are highly competitive. Competition is based principally on price, service, quality, processing capabilities, inventory availability and timely delivery. We compete in a highly fragmented industry. Competition in the various markets in which we participate comes from a large number of value-added metals processors and service centers on a regional and local basis, some of which have greater financial resources than we do and some of which have more established brand names in the local markets we serve. We also compete to a lesser extent with primary metals producers who typically sell to very large customers requiring shipments of large volumes of metal. Increased competition could force us to lower our prices or to offer increased services at a higher cost to us, which could reduce our operating profit and net income.

Our business could be adversely affected by a disruption to our primary distribution hub.

Our largest facility, in Franklin Park, Illinois, serves as a primary distribution center that ships product to our other facilities as well as external customers. This same facility also serves as our headquarters and houses our primary information systems. Our business could be adversely impacted by a major disruption at this facility in the event of:

• damage to or inoperability of our warehouse or related systems;

• a prolonged power or telecommunication failure;

• a natural disaster such as fire, tornado or flood;

• a work stoppage; or

• an airplane crash or act of war or terrorism on-site or nearby as the facility is located within seven miles of O’Hare International Airport (a major U.S. airport) and lies below certain take-off and landing flight patterns.

We have data storage and retrieval procedures that include off-site system capabilities. However, a prolonged disruption of the services and capabilities of our Franklin Park facility and operation could adversely impact our financial performance.

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A disruption in our information technology systems could impact our ability to conduct business and/or report our financial performance.

We are in the process of implementing new ERP systems and any significant disruption relating to our current or new information technology systems may have an adverse affect on the Company’s ability to conduct business in its normal course or report its financial performance in a timely manner.

We operate in international markets, which expose us to a number of risks.

We serve and operate in certain international markets, which expose us to political, economic and currency related risks. We operate in Canada, Mexico, France, and the United Kingdom, with limited operations in Spain, Singapore and China. An act of war or terrorism could disrupt international shipping schedules, cause additional delays in importing our products into the United States or increase the costs required to do so. Fluctuations in the value of the U.S. dollar versus foreign currencies could reduce the value of these assets as reported in our financial statements, which could reduce our stockholders’ equity. If we do not adequately anticipate and respond to these risks and the other risks inherent in international operations, it could have a material adverse effect on our operating results.

A portion of our workforce is represented by collective bargaining units, which may lead to work stoppages.

Approximately 258 of our employees are unionized, which represented 13% of our employees at December 31, 2008, including those employed at our primary distribution center in Franklin Park, Illinois. We cannot predict how stable our relationships with these labor organizations will be or whether we will be able to meet union requirements without impacting our financial condition. The unions may also limit our flexibility in dealing with our workforce. Work stoppages and instability in our union relationships could negatively impact the timely processing and shipment of our products, which could strain relationships with customers and cause a loss of revenues that would adversely affect our results of operations.

We could incur substantial costs in order to comply with, or to address any violations under, environmental and employee health and safety laws, which could significantly increase our operating expenses and reduce our operating income.

Our operations are subject to various environmental statutes and regulations, including laws and regulations governing materials we use. In addition, certain of our operations are subject to international, federal, state and local environmental laws and regulations that impose limitations on the discharge of pollutants into the air and water and establish standards for the treatment, storage and disposal of solid and hazardous wastes. Our operations are also subject to various employee safety and health laws and regulations, including those concerning occupational injury and illness, employee exposure to hazardous materials and employee complaints. Certain of our facilities are located in industrial areas, have a history of heavy industrial use and have been in operation for many years and, over time, we and other predecessor operators of these facilities have generated, used, handled and disposed of hazardous and other regulated wastes. Currently unknown cleanup obligations at these facilities, or at off-site locations at which materials from our operations were disposed, could result in future expenditures that cannot be currently quantified but which could have an adverse effect on our financial position, results of operations or cash flows.

Antidumping and other duties could be imposed on us, our suppliers and our products.

The imposition of an antidumping or other increased duty on any products that we import could have an adverse effect on our financial condition. For example, under United States law, an antidumping duty may be imposed on any imports if two conditions are met. First, the Department of Commerce must decide that the imports are being sold in the United States at less than fair value. Second, the International Trade Commission (the “ITC”), must determine that a United States industry is materially injured or threatened with material injury by reason of the imports. The ITC’s determination of injury involves a two-pronged inquiry: first, whether the industry is materially injured and second, whether the dumping, and not other factors, caused the injury. The ITC is required to analyze the volume of imports, the effect of imports on United States prices for like merchandise, and the effects the imports have on United States producers of like products, taking into account many factors, including lost sales, market share, profits, productivity, return on investment and utilization of production capacity.

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Increases in energy prices would increase our operating costs and we may be unable to pass these increases on to our customers in the form of higher prices, which may reduce our profitability.

We use energy to process and transport our products. Our operating costs increase if energy costs, including electricity, gasoline and natural gas, rise. During periods of higher energy costs, we may not be able to recover our operating cost increases through price increases without reducing demand for our products. In addition, we do not hedge our exposure to higher prices via energy futures contracts.

We may not be able to retain or expand our customer base if the United States manufacturing industry continues to relocate production operations internationally.

Our customer base primarily includes manufacturing and industrial firms in the United States, some of which are, or have considered, relocating production operations outside the United States or outsourcing particular functions to locations outside the United States. Some customers have closed their businesses as they were unable to compete successfully with foreign competitors. Although we have facilities in Canada, Mexico, France, Spain, the United Kingdom, Singapore and China, the majority of our facilities are located in the United States. To the extent our customers close or relocate operations to locations where we do not have a presence, we could lose all or a portion of their business.

Any prolonged disruption of our processing centers could adversely affect our business.

We have dedicated processing centers that permit us to produce standardized products in large volumes while maintaining low operating costs. Any prolonged disruption in the operations of any of our facilities, whether due to labor or technical difficulties, destruction or damage to any of the facilities or otherwise, could adversely affect our business and results of operations.

Our operating results are subject to the seasonal nature of our customers’ businesses.

A portion of our customers experience seasonal slowdowns. Our revenues in the months of July, November and December traditionally have been lower than in other months because of a reduced number of shipping days and holiday or vacation closures for some customers. Consequently, our sales in the first two quarters of the year are usually higher than in the third and fourth quarters. As a result, analysts and investors may inaccurately estimate the effects of seasonality on our results of operations in one or more future quarters and, consequently, our operating results may fall below expectations.

We may face product liability claims that are costly and create adverse publicity.

If any of the products we sell cause harm to any of our customers, we could be exposed to product liability lawsuits. If we were found liable under product liability claims, we could be required to pay substantial monetary damages. Further, even if we successfully defended ourselves against this type of claim, we could be forced to spend a substantial amount of money in litigation expenses, our management could be required to spend valuable time in the defense against these claims and our reputation could suffer, any of which could adversely affect our business.

ITEM 1B — Unresolved Staff Comments

     None.

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ITEM 2 — Properties

The Company’s principal executive offices are located in its Franklin Park, Illinois facility near Chicago, Illinois. All properties and equipment are sufficient for the Company’s current level of activities. Distribution centers and sales offices are maintained at each of the following locations, most of which are leased, except as indicated:

		Approximate
		Floor Area in
Locations		Square Feet
Metals Segment
Arlington, Texas			74,880
Bedford Heights, Ohio			374,400	(1)
Birmingham, Alabama			76,000	(1)
Charlotte, North Carolina			116,500	(1)
Dallas, Texas			78,000	(1)
Edmonton, Alberta			38,300
Fairfield, Ohio			166,000
Franklin Park, Illinois			522,600	(1)
Gardena, California			150,435
Hammond, Indiana (H-A Industries)			243,000
Houston, Texas			109,100	(1)
Houston, Texas (Administrative location)			1,961
Kansas City, Missouri			118,000
Kennesaw, Georgia			87,500
Kent, Washington			53,000
Minneapolis, Minnesota			65,200	(1)
Mississauga, Ontario			60,000
Monterrey, Mexico			55,000
Montreal, Quebec			38,760
Orange, Connecticut			57,389
Paramount, California			155,500
Philadelphia, Pennsylvania			71,600	(1)
Saskatoon, Saskatchewan			15,000
Stockton, California			60,000
Torrance, California (Administrative location)			15,028
Twinsburg, Ohio			120,000
Wichita, Kansas			148,800
Winnipeg, Manitoba			50,000	(1)
Worcester, Massachusetts			56,000	(1)
Sales Offices
Cincinnati, Ohio	(Intentionally left blank)
Milwaukee, Wisconsin
Phoenix, Arizona
Tulsa, Oklahoma

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	Approximate
	Floor Area in
Locations	Square Feet
Europe
Blackburn, England		62,139
Hoddesdon, England		9,472
Bilbao, Spain		10,000
Due Pre’ Cadeau, France		25,600
Letchworth, England		40,000
China
Shanghai, China		45,700
Total Metals Segment		3,370,864
Plastics Segment
Baltimore, Maryland		24,000
Cleveland, Ohio		8,600
Cranston, Rhode Island		14,990
Detroit, Michigan		22,000
Elk Grove Village, Illinois		22,500
Fort Wayne, Indiana		17,600
Grand Rapids, Michigan		42,500	(1)
Harrisburg, Pennsylvania		13,900
Indianapolis, Indiana		13,500
Kalamazoo, Michigan		81,000
Knoxville, Tennessee		16,530
Maple Shade, New Jersey		12,480
Mt. Vernon, New York		30,000
New Philadelphia, Ohio		15,700
Pittsburgh, Pennsylvania		12,800
Rockford, Michigan		53,600
Tampa, Florida		17,700
Worcester, Massachusetts		11,000	(1)
Total Plastics Segment		430,400
GRAND TOTAL		3,801,264

(1) Represents owned facility.

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ITEM 3 — Legal Proceedings

The Company is a party to several lawsuits arising in the normal course of the Company’s business. These lawsuits are incidental and occur in the normal course of the Company’s business affairs. It is the opinion of management, based on current knowledge, that no uninsured liability will result from the outcome of this litigation that would have a material adverse effect on the consolidated results of operations, financial condition or cash flows of the Company.

ITEM 4 — Submission of Matters to a Vote of Security Holders

None.

PART II

ITEM 5 — Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock trades on the New York Stock Exchange under the ticker symbol “CAS”. As of March 2, 2009 there were approximately 1,054 shareholders of record. The Company used cash of $5.4 million and $4.7 million to pay quarterly cash dividends of $0.06 per share on its common stock in 2008 and 2007, respectively. The payment of dividends, if any, is at the discretion of the Board of Directors and will depend on the Company’s earnings, capital requirements and financial condition and such other factors as the Board of Directors may consider.

See Part III, Item 11, “Executive Compensation” for information regarding comparison of five year cumulative total return.

See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, for information regarding common stock authorized for issuance under equity compensation plans.

The Company did not purchase any of its equity securities during the fourth quarter of 2008.

Directors of the company who are not employees may elect to defer receipt of up to 100% of his or her cash retainer and meeting fees. A director who defers board compensation may select either an interest or a stock equivalent investment option for amounts in the director’s deferred compensation account. Disbursement of the stock equivalent unit account may be in shares of Company common stock or in cash as designated by the director. If payment from the stock equivalent unit account is made in shares of the Company’s common stock, the number of shares to be distributed will equal the number of full stock equivalent units held in the director’s account. For the period covered by this report, receipt of approximately 3,972 shares was deferred as payment for the 2008 board compensation. In each case, the shares were acquired at prices ranging from $6.29 to $32.35 per share, which represented the closing price of the Company’s common stock on the day as of which such fees would otherwise have been paid to the director. Exemption from registration of the shares is claimed by the company under Section 4(2) of the Securities Act of 1933, as amended.

The following table sets forth the range of the high and low sales prices of shares of the Company’s common stock for the periods indicated:

	2008				2007
	Low		High		Low		High
First Quarter	$	16.70	$	29.65	$	22.72	$	30.85
Second Quarter	$	26.08	$	34.20	$	28.64	$	38.10
Third Quarter	$	16.16	$	28.46	$	26.23	$	37.22
Fourth Quarter	$	6.12	$	17.41	$	23.66	$	37.18

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ITEM 6 — Selected Financial Data

The Selected Financial Data in the table below includes the results of the September 2006 and January 2008 acquisitions of Transtar and Metals U.K., respectively, and the October 2007 divestiture of Metal Express.

(dollars in millions, except per share data)	2008			2007		2006		2005		2004
For the year ended December 31:
Net sales	$	1,501.0		$	1,420.4	$	1,177.6	$	959.0	$	761.0
Net (loss) income from continuing operations		(17.1	)		51.8		55.1		38.9		15.4
Basic earnings (loss) per common share from continuing operations		(0.76	)		2.49		2.95		2.37		0.92
Diluted earnings (loss) per common share from continuing operations		(0.76	)		2.41		2.89		2.11		0.82
Cash dividends declared per common share		0.24			0.24		0.24		—		—
As of December 31:
Total assets		679.0			677.0		655.1		423.7		383.0
Long-term debt, less current portion		75.0			60.7		90.1		73.8		89.8
Total debt		117.1			86.5		226.1		80.1		101.4
Total stockholders’ equity		347.3			385.1		215.9		175.5		130.4

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ITEM 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

                Amounts in millions except per share data

Information regarding the business and markets of A. M. Castle & Co. and its subsidiaries (the “Company”), including its reportable segments, is included in Item 1 “Business” of this annual report on Form 10-K.

The following discussion should be read in conjunction with Item 6 “Selected Financial Data” and the Company’s consolidated financial statements and related notes thereto in Item 8 “Financial Statements and Supplementary Data”.

EXECUTIVE OVERVIEW

The Company’s long-term strategy is to become the foremost global provider of specialty metals products and services and specialized supply chain solutions to targeted global industries.

   During 2008, the following significant events occurred which impacted the Company’s operating results:

• Record sales of $1,501.0 million and third highest operating income in the Company’s history of $63.0 million (before non-cash goodwill impairment charge of $58.9 million in the fourth quarter of 2008);

• Non-cash goodwill impairment charge of $58.9 million in the fourth quarter of 2008;

• Acquisition of Metals U.K. in the first quarter of 2008;

• Amendment to the Company’s Amended Senior Credit Facility during the first quarter 2008; and

• Completion of the first scheduled phase of the Metals segment ERP implementation during the second quarter of 2008 and completion of implementation of a stand alone ERP system in the Plastics segment during the third quarter of 2008.

     The Company achieved record sales of $1,501.0 million in 2008, which was an increase of $80.6 million, or 5.7% versus 2007. Excluding the impact of the Metals U.K. acquisition, sales were $31.9 million or 2.3% higher than 2007 primarily due to an increase in Metals segment sales. For the full year 2008, excluding the impact of the Metals U.K. acquisition, Metals segment sales were $31.3 million or 2.4% higher than 2007 sales on sales volume that was 2.1% higher than 2007. Metals segment sales volume growth in 2008 was driven by strength in plate and alloy bar products sold into energy, mining and power generation markets. The Company experienced higher prices in 2008 for its carbon-related products; however, those price increases were somewhat mitigated by a changing sales mix that included lower sales levels on higher-priced aluminum, stainless and nickel based products as compared to 2007.

     During the fourth quarter, the Company determined that the weakening of the U.S. economy and the global credit crisis resulted in a reduction of the Company’s market capitalization below its total shareholder’s equity value for a sustained period of time, which was an indication that its goodwill may be impaired. As a result, the Company performed an interim goodwill impairment analysis as of December 31, 2008 and a non-cash charge of $58.9 million for goodwill impairment was recorded in 2008. The charge is non-deductible for tax purposes.

     On January 3, 2008, the Company acquired 100 percent of the outstanding capital stock of Metals U.K. The acquisition of Metals U.K. was accounted for using the purchase method in accordance with SFAS No. 141, “Business Combinations” (“SFAS 141”). Metals U.K. is a distributor and processor of specialty metals primarily serving the oil and gas, aerospace, petrochemical and power generation markets worldwide. Metals U.K. has processing facilities in Blackburn, England, Hoddesdon, England and Bilbao, Spain. The acquisition of Metals U.K. is expected to allow the Company to expand its global reach and service potential high growth industries.

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     In conjunction with the January 2008 acquisition of Metals U.K., the Company amended its existing revolving line of credit, expanding it to $230 million, which includes a $50 million multi-currency facility to fund the Metals U.K. acquisition and provide for future working capital needs of European operations. The multi-currency facility allows for funding in either British pounds or euros.

     The first scheduled phase of the Metals segment ERP implementation occurred in the second quarter of 2008 at certain of the Company’s domestic aerospace locations. The facilities included in the initial ERP implementation represent less than 20% of the Company’s consolidated net sales. During the second quarter of 2008, the majority of the legacy operating systems and financial systems of these locations were migrated to the new ERP system. The Company also implemented the human resource functionality of the new ERP system company-wide at that time. Total capital expenditures for this ERP implementation through the end of 2008 were $17.8 million. The Company plans to replace its legacy systems with the new ERP system functionality across many of its remaining locations and business operations in fiscal 2009, allowing the Metals business to operate under a common technology platform. This integrated system will provide the opportunity to improve decision-making, provide support for doing business globally, and support future acquisitions, which are all critical components in executing the Company’s strategy.

     During the third quarter of 2008, the Plastics business completed the implementation of its stand alone ERP system. The ERP system is designed to support make-to-order and mixed-mode manufacturing companies and has built-in workflow processes that enable companies to manage the entire order cycle. The new ERP system provided the capability for the Plastics business to build a tool to manage the many dimensional sizes of plastic sheet stock in its inventory and build executive and management level dashboards to manage daily operations. Total capital expenditures for this ERP implementation through the end of 2008 were $1.9 million.

Recent Market and Pricing Trends

During 2008, average market prices for the Company’s products, primarily carbon-based, significantly increased during the first three quarters and declined considerably in the fourth quarter.

     Changes in pricing can have a more direct impact on the Company’s operating results than changes in volume due to certain factors including but not limited to:

• Changes in volume typically result in corresponding changes to the Company’s variable costs. However, as pricing changes occur, variable expenses are not impacted.

• If surcharges are passed through to the customer without a mark-up, gross material margins will decrease.

• The ability to pass surcharges on to customers immediately is limited due to contractual provisions with certain customers. Therefore, a lag exists between when the surcharge impacts net sales and cost-of-sales.

Current Business Outlook

Management uses the Purchaser’s Managers Index (“PMI”) provided by the Institute of Supply Management (website is www.ism.ws) as an external indicator for tracking the demand outlook and possible trends in its general manufacturing markets. The table below shows PMI trends from the first quarter of 2006 through the fourth quarter of 2008. Generally speaking, an index above 50.0 indicates growth in the manufacturing sector of the U.S. economy, while readings under 50.0 indicate contraction. As the data indicates, the index experienced a significant decrease from the third quarter of 2008 and has been below 50 for the last five quarters.

YEAR	Qtr 1		Qtr 2		Qtr 3		Qtr 4
2006		54.7		54.1		52.9		50.8
2007		50.5		53.0		51.3		49.6
2008		49.2		49.5		47.8		36.1

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     An unfavorable PMI trend suggests that demand for some of the Company’s products and services, in particular those that are sold to the general manufacturing customer base in the U.S., could potentially be at a lower level in the near-term. The Company believes that its revenue trends typically correlate to the changes in PMI on a lag basis. Therefore, management forecasts a decline in 2009 net sales due to a combination of demand and pricing uncertainties that the industry is expected to experience in the upcoming year. The long-term outlook on demand for the Company’s end-markets is less predictable. However, the Company expanded its international presence with the acquisition of Metals U.K. in early 2008 and the early second quarter 2008 start-up of its Shanghai, China service center, which reduces the dependency of results on the U.S. economy.

     Material pricing and demand in both the Metals and Plastics segments of the Company’s business have historically proven to be difficult to predict with any degree of accuracy. However, two of the areas of the U.S. economy which are currently experiencing significant decline, the automotive and residential construction markets, are areas in which the Company’s market presence is minimal. The Company has also not seen any effect of the recent credit market squeeze resulting from the residential mortgage lending crisis in its demand for products and services or in its own credit or lending structure.

RESULTS OF OPERATIONS: YEAR-TO-YEAR COMPARISONS AND COMMENTARY

Our discussion of comparative period results is based upon the following components of the Company’s consolidated statements of operations.

Net Sales —The Company derives its sales from the processing and delivery of metals and plastics. Pricing is established with each customer order and includes charges for the material, processing activities and delivery. The pricing varies by product line and type of processing. From time to time the Company may enter into fixed price arrangements with customers while simultaneously obtaining similar agreements with its suppliers.

Cost of Materials — Cost of materials consists of the costs we pay suppliers for metals, plastics and related inbound freight charges, excluding depreciation and amortization which are included in operating costs and expenses discussed below. The Company accounts for inventory primarily on a last-in-first-out (“LIFO”) basis. LIFO adjustments are calculated as of December 31 of each year.

Operating Costs and Expenses — Operating costs and expenses primarily consist of:

• Warehouse, processing and delivery expenses, including occupancy costs, compensation and employee benefits for warehouse personnel, processing, shipping and handling costs;

• Sales expenses, including compensation and employee benefits for sales personnel;

• General and administrative expenses, including compensation for executive officers and general management, expenses for professional services primarily related to accounting and legal advisory services, data communication and computer hardware and maintenance; and

• Depreciation and amortization expenses, including depreciation for all owned property and equipment, and amortization of various intangible assets.

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2008 Results Compared to 2007

Consolidated results by business segment are summarized in the following table for years 2008 and 2007.

Operating Results by Segment

	Year Ended December 31,						Fav / (Unfav)
	2008			2007			$ Change			% Change
Net Sales
Metals	$	1,384.8		$	1,304.8		$	80.0			6.1	%
Plastics		116.2			115.6			0.6			0.5	%
Total Net Sales	$	1,501.0		$	1,420.4		$	80.6			5.7	%
Cost of Materials
Metals	$	1,044.4		$	954.4		$	(90.0	)		(9.4	)%
% of Metals Sales		75.4	%		73.1	%					(2.3	)%
Plastics		79.6			78.0			(1.6	)		(2.1	)%
% of Plastics Sales		68.5	%		67.5	%					(1.0	)%
Total Cost of Materials	$	1,124.0		$	1,032.4		$	(91.6	)		(8.9	)%
% of Total Sales		74.9	%		72.7	%					(2.2	)%
Operating Costs and Expenses
Metals	$	328.9		$	256.0		$	(72.9	)		(28.5	)%
Plastics		33.4			32.7			(0.7	)		(2.1	)%
Other		10.6			8.6			(2.0	)		(23.3	)%
Total Operating Costs & Expenses	$	372.9		$	297.3		$	(75.6	)		(25.4	)%
% of Total Sales		24.8	%		20.9	%					(3.9	)%
Operating Income
Metals	$	11.5		$	94.4		$	(82.9	)		(87.8	)%
% of Metals Sales		0.8	%		7.2	%					(6.4	)%
Plastics		3.2			4.9			(1.7	)		(34.7	)%
% of Plastics Sales		2.8	%		4.2	%					(1.4	)%
Other		(10.6	)		(8.6	)		(2.0	)		(23.3	)%
Total Operating Income	$	4.1		$	90.7		$	(86.6	)		(95.5	)%
% of Total Sales		0.3	%		6.4	%					(6.1	)%

“Other” includes costs of executive, legal and finance departments which are shared by both segments of the Company.

Net Sales:

The Company achieved record sales of $1,501.0 million in 2008, which was an increase of $80.6 million, or 5.7%, versus 2007. Excluding the impact of the Metals U.K. acquisition, sales were $31.9 million or 2.3% higher than 2007 primarily due to an increase in Metals segment sales.

     Metals segment sales during 2008 of $1,384.8 million were $80.0 million, or 6.1%, higher than 2007. Excluding the impact of the Metals U.K. acquisition, Metals segment sales were $31.3 million or 2.4% higher than 2007 sales on sales volume that was 2.1% higher than 2007. Metals segment sales volume growth in 2008 was driven by strength in plate and alloy bar products sold into energy, mining and power generation markets. The Company experienced higher prices in 2008 for its carbon-related products; however, those price increases were somewhat mitigated by a changing sales mix that included lower sales levels on higher-priced aluminum, stainless and nickel based products as compared to 2007.

     Plastics segment sales during 2008 of $116.2 million were $0.6 million, or 0.5%, higher than 2007. Higher overall pricing contributed a 5.5% increase, which was offset by a 5.0% decline in sales volume compared to last year. Decreased sales volume was primarily a result of softer demand in the marine and boat builder and automotive industries during the second half of 2008.

Cost of Materials:

Cost of materials (exclusive of depreciation and amortization) were $1,124.0 million, an increase of $91.6 million, or 8.9%, compared to 2007. Material costs for the Metals segment were 75.4% of sales in 2008 as compared to 73.1% in 2007. Higher material costs in carbon-based products were the primary driver of increased Metals segment material costs as a percent of sales.

     Material costs for the Plastics segment were 68.5% of sales in 2008 as compared to 67.5% in 2007. Higher material costs in the Plastics segment were primarily driven by increased acrylic prices, due to rising resin prices, in 2008 as compared to 2007.

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Operating Expenses and Operating Income:

On a consolidated basis, operating costs and expenses increased $75.6 million, or 25.4%, compared to last year. Operating costs and expenses in 2008 were $372.9 million, or 24.8% of sales compared to $297.3 million, or 20.9% of sales last year. The results for 2008 include a $58.9 million non-cash goodwill impairment charge, $6.2 million of incremental operating expenses (excluding goodwill impairment charge) associated with the January 2008 acquisition of Metals U.K. (net of the Metal Express divestiture), as well as $2.2 million for costs related to the Transtar acquisition arbitration settlement during the third quarter of 2008. The remaining 2008 operating expense increase was $8.3 million, primarily related to $7.2 million of higher plant, transportation and selling costs associated with higher sales volumes, as well as $5.1 million for higher Oracle ERP implementation costs in 2008. Cost increases described above were partially offset by decreases primarily related to long-term incentive compensation and pension expense during 2008.

     During the fourth quarter of 2008, the Company determined that the weakening of the U.S. economy and the global credit crisis resulted in a reduction of the Company’s market capitalization below its total shareholder’s equity value for a sustained period of time, which was an indication that its goodwill may be impaired. As a result, the Company performed an interim goodwill impairment analysis as of December 31, 2008 and a non-cash charge of $58.9 million for goodwill impairment was recorded in the fourth quarter of 2008. The charge is non-deductible for tax purposes. Of this amount, $49.8 million and $9.1 million relates to the Aerospace and Metals U.K. reporting units, respectively, within the Metals segment. See further discussion in Critical Accounting Policies and Note 8 to the consolidated financial statements.

     Consolidated operating income for 2008 of $4.1 million was $86.6 million, or 95.5%, lower than last year. The Company’s 2008 operating income as a percent of net sales decreased to 0.3% from 6.4% in 2007, primarily due to higher cost of materials (discussed above) and the goodwill impairment charge.

Other Income and Expense, Income Taxes and Net Income:

Interest expense was $9.4 million in 2008, a decrease of $3.5 million versus 2007. The decrease in interest expense in 2008 is a result of lower weighted average interest rates in 2008 compared to 2007 and lower debt levels since the pay down of debt following the secondary equity offering on May 24, 2007.

     Income tax expense decreased to $20.7 million from $31.3 million in 2007 primarily due to lower taxable earnings. Excluding the impact of the $58.9 million goodwill impairment charge, the effective tax rate was 38.6% in 2008 and 40.2% in 2007. The Company’s tax rate is affected by tax rates in foreign jurisdictions and the relative amount of income it earns in these jurisdictions, which has become a much larger percentage of the Company’s overall income as the Company expands internationally. The effective tax rate is also affected by discrete items that may occur in any given year. The Company’s calculation of its effective tax rate includes the tax expense on the equity in earnings of the Company’s joint venture. The decrease in the effective tax rate from 2007 to 2008 is primarily attributed to two factors. First, the income tax rate differential on foreign income decreased the effective tax rate from the statutory rate of 35% by 1.2% in 2008 compared to a decrease of 0.3% in 2007. This additional decrease in 2008 was the result of a shift in the geographic distribution of income between domestic and foreign locations and reductions in tax rates in Canada and the United Kingdom. Second, state income taxes, net of the federal income tax benefit, only increased the effective tax rate from the statutory rate of 35% by 0.2% in 2008 compared to 3.9% 2007. The lower state tax rate in 2008 is primarily the result of a change in the geographic distribution of income amongst states and favorable state tax rate changes that occurred in 2008.

     Equity in earnings of the Company’s joint venture was $8.8 million in 2008, $3.5 million higher than 2007, reflecting the results of the joint venture’s acquisition of a metal distribution company in April 2007 as well as improved operating results associated with higher metal price levels in 2008.

     Consolidated net loss for 2008 was $17.1 million, a loss of $0.76 per diluted share, versus net income of $51.2 million, or $2.41 per diluted share, for 2007. Weighted average diluted shares outstanding increased 4.7% to 22.5 million for the year-ended December 31, 2008 as compared to 21.5 million shares for the same period in 2007. The increase in average diluted shares outstanding is primarily due to the additional shares issued during the Company’s secondary equity offering in May 2007.

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2007 Results Compared to 2006

Consolidated results by business segment are summarized in the following table for years 2007 and 2006.

Operating Results by Segment

	Year Ended December 31,						Fav / (Unfav)
	2007			2006			$ Change			% Change
Net Sales
Metals	$	1,304.8		$	1,062.6		$	242.2			22.8	%
Plastics		115.6			115.0			0.6			0.5	%
Total Net Sales	$	1,420.4		$	1,177.6		$	242.8			20.6	%
Cost of Materials
Metals	$	954.4		$	762.3		$	(192.1	)		(25.2	)%
% of Metals Sales		73.1	%		71.7	%					(1.4	)%
Plastics		78.0			76.9			(1.1	)		(1.4	)%
% of Plastics Sales		67.5	%		66.9	%					(0.6	)%
Total Cost of Materials	$	1,032.4		$	839.2		$	(193.2	)		(23.0	)%
% of Total Sales		72.7	%		71.3	%					(1.4	)%
Operating Costs and Expenses
Metals	$	256.0		$	205.3		$	(50.7	)		(24.7	)%
Plastics		32.7			30.8			(1.9	)		(6.2	)%
Other		8.6			9.8			1.2			12.2	%
Total Operating Costs & Expenses	$	297.3		$	245.9		$	(51.4	)		(20.9	)%
% of Total Sales		20.9	%		20.9	%					0.0	%
Operating Income
Metals	$	94.4		$	95.0		$	(0.6	)		(0.6	)%
% of Metals Sales		7.2	%		8.9	%					(1.7	)%
Plastics		4.9			7.3			(2.4	)		(32.9	)%
% of Plastics Sales		4.2	%		6.3	%					(2.1	)%
Other		(8.6	)		(9.8	)		1.2			12.2	%
Total Operating Income	$	90.7		$	92.5		$	(1.8	)		(1.9	)%
% of Total Sales		6.4	%		7.9	%					(1.5	)%

“Other” includes costs of executive, legal and finance departments which are shared by both segments of the Company.

Net Sales:

Consolidated 2007 net sales for the Company were $1,420.4 million, an increase of $242.8 million, or 20.6%, versus 2006. The acquisition of Transtar, in September 2006, contributed $191.7 million of the total net sales increase. Material price increases accounted for 13.1% of the growth, excluding Transtar, offset by 7.5% lower sales volume compared to 2006.

     Metals segment sales during 2007 of $1,304.8 million were 22.8% or $242.2 million higher than 2006. Transtar accounted for $191.7 million or 79.1% of the increase. Material price increases accounted for 14.2% of the growth, excluding Transtar, with volume and product mix accounting for the balance of the year-over-year sales change.

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     Plastics segment sales during 2007 of $115.6 million were 0.5% or $0.6 million higher than 2006. Volume decreased approximately 2.3% during 2007, but material price increases more than offset the volume decline and resulted in slightly higher sales overall compared to 2006.

Cost of Materials:

Consolidated 2007 cost of materials (exclusive of depreciation and amortization) increased $193.2 million, or 23.0%, to $1,032.4 million. The acquisition of Transtar contributed $139.3 million of the material cost increase. The balance of the increase reflected higher metal costs from suppliers and mix of products sold. Cost of materials was 72.7% of sales for 2007 versus 71.3% in 2006, reflecting a more competitive pricing environment due to lower demand levels across most markets.

Operating Expenses and Operating Income:

On a consolidated basis, operating costs and expenses increased $51.4 million, or 20.9%, over 2006. Operating expenses of $43.9 million associated with the Transtar acquisition were the primary factor in higher overall expenses in 2007. Costs associated with the Company’s ERP implementation accounted for $2.0 million of the increase and the remaining increase reflected the Company’s lean operations initiatives. Operating expense remained unchanged as a percent of sales at 20.9% for both 2007 and 2006.

     2007 operating income of $90.7 million was $1.8 million, or 1.9%, lower than 2006. The Company’s 2007 operating income as a percentage of net sales decreased to 6.4% from 7.9% in 2006, largely due to competitive market pricing and softer demand.

Other Income and Expense, Income Taxes and Net Income:

Interest expense was $12.9 million in 2007, an increase of $4.6 million versus 2006, primarily due to the debt financing of the Transtar acquisition. The acquisition debt incurred remained on the Company’s financial statements until June, 2007 when it was repaid with proceeds from the Company’s secondary public equity offering.

     Income tax expense decreased to $31.3 million from $33.3 million in 2006 due to lower taxable earnings. The effective tax rate was 40.2% in 2007 and 39.6% in 2006.

     Equity in earnings of the Company’s joint venture was $5.3 million in 2007, $1.0 million higher than 2006, due largely to an acquisition that occurred in April 2007.

     Consolidated net income (after preferred dividends of $0.6 million) was $51.2 million, or $2.41 per diluted share, versus $54.2 million, or $2.89 per diluted share, for the same period in 2006. Weighted average diluted shares outstanding increased 13.0% to 21.5 million for the year-ended December 31, 2007 as compared to 19.1 million shares for the same period in 2006. The increase in average diluted shares outstanding is primarily due to the additional shares issued during the Company’s secondary equity offering in May 2007. The equity offering had a $0.30 per share dilutive impact on fiscal year 2007 earnings.

Liquidity and Capital Resources

The Company’s primary sources of liquidity include earnings from operations, management of working capital and available borrowing capacity to fund working capital needs and growth initiatives.

     Net cash from operating activities in 2008 was $21.7 million, as cash generated by net income (excluding the $58.9 million non-cash goodwill impairment charge) was consumed by working capital required by the substantial increases in metal prices throughout 2008. Net cash from operating activities was $78.7 million in 2007.

     Average receivable days outstanding was 47.6 days for 2008 as compared to 45.1 days for 2007, reflecting slower collections associated with a higher mix of international business and overall economic downturn. Average days sales in inventory was 129.7 days for 2008 versus 132.4 days for 2007. The weakening global economy which may impact many of our customers may hinder our ability to generate improvement in these turn rates in 2009.

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     Available revolving credit capacity is primarily used to fund working capital needs. Available credit capacity consisted of the following:

	Outstanding				Weighted Average
Debt type	Borrowings		Availability		Interest Rate
U.S. Revolver A	$	18.0	$	143.4		4.33	%
U.S. Revolver B		24.0		26.0		6.41	%
Canadian facility		—		10.0		—
Trade acceptances (a)		10.0		n/a		4.41	%

(a) A trade acceptance is a form of debt instrument having a definite maturity and obligation to pay and which has been accepted by an acknowledgement by the company upon whom it is drawn.

     As of December 31, 2008, the Company had $31.2 million of short-term debt which includes the $10 million in trade acceptances, the $18 million revolver, and $3.2 million in foreign debt.

     As of December 31, 2008, the Company remained in compliance with the covenants of its credit agreements, which require it to maintain certain funded debt-to-capital and working capital-to-debt ratios, and a minimum adjusted consolidated net worth, as defined in the Company’s credit agreements.

     In addition to its available borrowing capacity, management believes the Company will be able to generate sufficient cash from operations and planned working capital improvements (principally from reduced inventories) to fund its ongoing capital expenditure programs, fund future dividend payments and meet its debt obligations.

     Current economic conditions have caused significant disruption in the financial markets resulting in reduced availability of debt and equity capital in the U.S. market as a whole. These conditions could persist for a prolonged period of time. The Company currently does not anticipate having the need to raise additional equity or secure additional debt. However, our ability to access the capital markets may be restricted at a time when we would like to pursue those markets which could have an impact on our ability to react to changing economic and business conditions. In addition, the cost of debt financing and the proceeds of equity may be materially adversely impacted by these market conditions. Further, in the current volatile state of the credit markets, there is risk that lenders, even with strong balance sheets and sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to: extending credit up to the maximum permitted by a credit facility, allowing access to additional credit features and otherwise accessing capital and/or honoring loan commitments.

Capital Expenditures

Capital expenditures for 2008 were $26.3 million as compared to $20.2 million in 2007. During 2008, the expenditures included $11.1 million of spending associated with the Company’s ERP implementations, $2.7 million for expansion and redesign projects and $2.1 million for other information technology related enhancements. The remaining capital expenditures resulted from a sizable investment in new saws, sideloaders and other capital equipment and projects. The Company expects 2009 capital expenditures to decline significantly to less than half of the 2008 amount.

Contractual Obligations and Other Commitments

The following table includes information about the Company’s contractual obligations that impact its short-term and long-term liquidity and capital needs. The table includes information about payments due under specified contractual obligations and is aggregated by type of contractual obligation. It includes the maturity profile of the Company’s consolidated long-term debt, operating leases and other long-term liabilities.

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     At December 31, 2008, the Company’s contractual obligations, including estimated payments by period, were as follows:

Payments Due In	Total		Less Than One Year		One to Three Years		Three to Five Years		More Than Five Years
Long-Term Debt Obligations (excluding capital lease obligations)	$	84.3	$	10.3	$	14.8	$	40.6	$	18.6
Interest Payments on Debt Obligations (a)		26.6		6.1		10.4		8.2		1.9
Capital Lease Obligations		1.5		0.5		0.8		0.2		—
Operating Lease Obligations		56.4		12.3		20.4		17.1		6.6
Purchase Obligations (b)		384.5		265.2		87.3		32.0		—
Other (c)		5.9		4.4		1.5		—		—
Total	$	559.2	$	298.8	$	135.2	$	98.1	$	27.1

a)	Interest payments on debt obligations represent interest on all Company debt outstanding as of December 31, 2008. The interest payment amounts related to the variable rate component of the Company’s debt assume that interest will be paid at the rates prevailing at December 31, 2008. Future interest rates may change, and therefore, actual interest payments could differ from those disclosed in the table above.
b)	Purchase obligations consist of raw material purchases made in the normal course of business. The Company has long-term contracts to purchase minimum quantities of material with certain suppliers. For each long-term contractual purchase obligation, the Company generally has an irrevocable purchase agreement from its customer for the same amount of material over the same time period.
c)	“Other” is comprised of 1) deferred revenues that represent commitments to deliver products, 2) obligations which are to be disclosed according to FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) and 3) earnout related to Metals U.K. acquisition to be paid based on the achievement of performance targets related to fiscal year’s 2008, 2009 and 2010. The FIN 48 obligations in the table above represent uncertain tax positions related to temporary differences and uncertain tax positions where the Company anticipates a high probability of settlement within a given timeframe. The years for which the temporary differences related to the uncertain tax positions will reverse have been estimated in scheduling the obligations within the table. In addition to the FIN 48 obligations in the table above, approximately $1.5 million of unrecognized tax benefits have been recorded as liabilities in accordance with FIN 48, and we are uncertain as to if or when such amounts may be settled. Related to the unrecognized tax benefits not included in the table above, the Company has also recorded a liability for interest of $0.1 million.

The table and corresponding footnotes above do not include $11.2 million of other non-current liabilities recorded on the consolidated balance sheets. These non-current liabilities consist of liabilities related to the Company’s non-funded supplemental pension plan and postretirement benefit plans for which payment periods cannot be determined. Non-current liabilities also include the deferred gain on the sale of assets, which resulted from previous sale-leaseback transactions. The cash outflows associated with these transactions are included in the operating lease obligations above.

Pension Funding

The Company’s funding policy on its defined benefit pension plans is to satisfy the minimum funding requirements of the Employee Retirement Income Security Act (“ERISA”). Future funding requirements are dependent upon various factors outside the Company’s control including, but not limited to, fund asset performance and changes in regulatory or accounting requirements. Based upon factors known and considered as of December 31, 2008, the Company does not anticipate making any significant cash contributions to the pension plans in 2009.

     Effective July 1, 2008, the Company-sponsored pension plans and supplemental pension plan were frozen. In conjunction with the decision to freeze the pension plans, the Company modified its investment portfolio target allocation for the pension plans’ funds. The revised investment target

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portfolio allocation focuses primarily on corporate fixed income securities that match the overall duration and term of the Company’s pension liability structure. Refer to “Retirement Plans” within Critical Accounting Policies and Note 5 to the consolidated financial statements for additional details regarding the decision to freeze the pension plans.

Off-Balance Sheet Arrangements

With the exception of letters of credit and operating lease financing on certain equipment used in the operation of the business, it is not the Company’s general practice to use off-balance sheet arrangements, such as third-party special-purpose entities or guarantees to third parties.

     Obligations of the Company associated with its leased equipment are disclosed under the “Contractual Obligations and Other Commitments” section above.

Critical Accounting Policies

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and include amounts that are based on management’s estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The following is a description of the Company’s accounting policies that management believes require the most significant judgments and estimates when preparing the Company’s consolidated financial statements:

Revenue Recognition and Accounts Receivable — Revenue from the sales of products is recognized when the earnings process is complete and when the risk and rewards of ownership have passed to the customer, which is primarily at the time of shipment. Revenue from shipping and handling charges is recorded in net sales. Provisions for allowances related to sales discounts and rebates are recorded based on terms of the sale in the period that the sale is recorded. Management utilizes historical information and the current sales trends of the business to estimate such provisions. Actual results could differ from these estimates.

     The Company also maintains an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance is maintained at a level considered appropriate based on historical experience and specific customer collection issues that we have identified. Estimations are based upon the application of a historical collection rate to the outstanding accounts receivable balance, which remains fairly consistent from year to year, and judgments about the probable effects of economic conditions on certain customers, which can fluctuate significantly from year to year. The Company cannot be certain that the rate of future credit losses will be similar to past experience.

Inventories — Over eighty percent of the Company’s inventories are valued using the LIFO method. Under this method, the current value of materials sold is recorded as Cost of Materials rather than the cost in the order in which it was purchased. This method of valuation is subject to year-to-year fluctuations in cost of material sold, which is influenced by the inflation or deflation existing within the metals or plastics industries and the quantities and mix of inventory on hand. The use of LIFO for inventory valuation was selected to better match replacement cost of inventory with the current pricing used to bill customers. On-hand inventory is reviewed on a regular basis and provisions for slow-moving inventory are adjusted based on historical and current sales trends. The Company’s product demand and customer base may affect the value of inventory on-hand, which could require higher provisions for slow-moving inventory.

Income Taxes — The Company’s income tax expense, deferred tax assets and liabilities and reserve for uncertain tax positions reflect management’s best estimate of estimated taxes to be paid. The Company is subject to income taxes in the U.S. and several foreign jurisdictions. The determination of the consolidated income tax expense requires significant judgment and estimation by management. It is possible that actual results could differ from the estimates that management has used to determine its consolidated income tax expense.

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     The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

     The Company records valuation allowances against its deferred tax assets when it is more likely than not that the amounts will not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event a determination is made that the Company will be able to realize its deferred income tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance will be made which will reduce the provision for income taxes.

     The Company adopted FIN 48 effective January 1, 2007. In accordance with FIN 48, the Company recognizes the tax benefits of uncertain tax positions only if those benefits are more likely than not to be sustained upon examination by the relevant tax authorities. Unrecognized tax benefits are subsequently recognized at the time the recognition threshold is met, the tax matter is effectively settled or the statute of limitations expires for the return containing the tax position, whichever is earlier. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate. These differences will be reflected in the Company’s income tax expense in the period in which they are determined. Due to the potential for resolution of the current IRS examination of its 2005 and 2006 income tax returns, the Company believes that it is reasonably possible for its gross unrecognized tax benefits to potentially decrease by the end of 2009 by a range of approximately $1 million to $1.5 million.

Retirement Plans — The Company values retirement plan assets and liabilities based on assumptions and valuations established by management following consultation with the Company’s independent actuary. Future valuations are subject to market changes, which are not in the control of the Company and could differ materially from the amounts currently reported. The Company evaluates the discount rate and expected return on assets at least annually and evaluates other assumptions involving demographic factors, such as retirement age, mortality and turnover periodically, and updates them to reflect actual experience and expectations for the future. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.

     Accumulated and projected benefit obligations are expressed as the present value of future cash payments which are discounted using the weighted average of market-observed yields for high quality fixed income securities with maturities that correspond to the payment of benefits. Lower discount rates increase present values and subsequent-year pension expense; higher discount rates decrease present values and subsequent-year pension expense. Discount rates for retirement plans were 6.25% at December 31, 2008 and 2007.

     The Company utilizes observable market data to value approximately 90% of the assets (i.e., primarily the fixed income securities) in its pension plans. Assets in the Company’s pension plans have earned approximately 12% since inception in 1979. During 2008, in conjunction with its decision to freeze its pension plans, the Company modified the target investment asset allocation for the pension plans’ funds. The revised asset allocation focuses primarily on corporate fixed income securities that match the overall duration and term of the Company’s pension liability structure. To determine the expected long-term rate of return on the pension plans’ assets, current and expected asset allocations are considered, as well as historical and expected returns on various categories of plan assets.

Goodwill and Other Intangible Assets Impairment — SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), establishes accounting and reporting standards for goodwill and other intangible assets. Under SFAS 142, goodwill is subject to an annual impairment test using a two-step process. The carrying value of the Company’s goodwill is evaluated annually in the first quarter of each fiscal year or when certain triggering events occur which require a more current valuation.

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     The first step of the goodwill impairment test is used to identify potential impairment. The evaluation is based on the comparison of each reporting unit’s fair value to its carrying value. Fair value is determined using a combination of an income approach, which estimates fair value based on a discounted cash flow analysis using historical data and management estimates of future cash flows, and a market approach, which estimates fair value using market multiples of various financial measures of comparable public companies. If the carrying value exceeds the fair value, the second step of the goodwill impairment test must be performed to measure the amount of impairment loss, if any. The valuation methodology and underlying financial information that are used to determine fair value require significant judgments to be made by management. These judgments include, but are not limited to, long-term projections of future financial performance and the selection of appropriate discount rates used to present value the estimated future cash flows of the Company. The long-term projections used in the valuation are developed as part of the Company’s annual budgeting and forecasting process. The discount rates used to determine the fair values of the reporting units are those of a hypothetical market participant which are developed based upon an analysis of comparable companies and include adjustments made to account for any individual reporting unit specific attributes such as, size and industry.

     The second step of the goodwill impairment test compares the implied fair value of reporting unit goodwill to the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in the amount equal to the excess.

     The majority of the Company’s recorded intangible assets were acquired as part of the Transtar and Metals U.K. acquisitions in September 2006 and January 2008, respectively, and consist primarily of customer relationships and non-compete agreements. The initial values of the intangible assets were based on a discounted cash flow valuation using assumptions made by management as to future revenues from select customers, the level and pace of attrition in such revenues over time and assumed operating income amounts generated from such revenues. These intangible assets are amortized over their useful lives, which are 4 — 11 years for customer relationships and 3 years for non-compete agreements. Useful lives are estimated by management and determined based on the timeframe over which a significant portion of the estimated future cash flows are expected to be realized from the respective intangible assets. Furthermore, when certain conditions or certain triggering events occur, a separate test of impairment, similar to the impairment test for long-lived assets discussed below, is performed. If the intangible asset is deemed to be impaired, such asset will be written down to its fair value.

     See Note 8 to the consolidated financial statements for detailed information on goodwill and intangible assets.

Long-Lived Assets — As required by SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), the Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows (undiscounted and without interest charges) expected to be generated by the asset. If such assets are impaired, the impairment charge is calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Determining whether impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. The Company derives the required undiscounted cash flow estimates from historical experience and internal business plans. In turn, measurement of an impairment loss requires a determination of fair value, which is based on available information. The Company uses an income approach, which estimates fair value based on estimates of future cash flows discounted at an appropriate interest rate.

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Share-Based Compensation — The Company offers share-based compensation to executive and other key employees, as well as its directors. Share-based compensation expense is recorded over the vesting period based on the grant date fair value of the stock award. Stock options are granted with an exercise price equal to the market price of the Company’s stock on the grant date and have a contractual life of ten years. Options and restricted stock generally vest in one to five years for executives and employees and one year for directors. The Company generally issues new shares upon share option exercise. The fair value of options granted was estimated using the following assumptions in 2006:

	2006
Risk free interest rate		4.72	%
Expected dividend yield		0.85	%
Expected option term	10 Yrs
Expected volatility		50	%
The estimated weighted average fair value on the date granted based on the above assumptions	$	16.93

There were no options granted during 2007 or 2008.

Share-based compensation expense for the Company’s long-term incentive performance plans is recorded using the fair value based on the market price of the Company’s common stock on the grant date adjusted to reflect that the participants in the long-term incentive performance plans do not participate in dividends during the vesting period. Management estimates the probable number of shares which will ultimately vest when calculating the share-based compensation expense for the long-term incentive plans. The actual number of shares that will vest may differ from management’s estimate.

Fair Value of Financial Instruments — The fair value of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”) for measurement and disclosure with respect to financial assets and liabilities. SFAS 157 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about fair value measurements. The three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies, is:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.

The Company adopted the measurement provisions of SFAS 157 to value its pension plans assets as of December 31, 2008 (see Note 5 to the consolidated financial statements). In addition, SFAS No. 157 was applied in determining the fair value disclosures for debt (see Note 9 to the consolidated financial statements).

FASB Staff Position FAS 157-2, “Effective date of FASB Statement No. 157”, provides a one year deferral of SFAS 157’s effective date for nonfinancial assets and liabilities. Accordingly, for nonfinancial assets and liabilities, SFAS 157 will become effective for the Company as of January 1, 2009, and may impact the determination of goodwill, intangible assets and other long-lived assets’ fair values recorded in conjunction with business combinations and as part of impairment reviews for goodwill and long-lived assets.

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ITEM 7a — Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate, commodity price, and foreign exchange rate risks that arise in the normal course of business.

     Interest Rate Risk — The Company finances its operations with fixed and variable rate borrowings. Market risk arises from changes in variable interest rates. The Company’s interest rate on borrowings under the $230 million five-year secured revolver is subject to changes in the LIBOR and Prime interest rate. Based on the Company’s variable rate debt instruments at December 31, 2008, if interest rates were to increase hypothetically by 100 basis points, 2008 interest expense would have increased by approximately $0.6 million.

     Commodity Price Risk — The Company’s raw material costs are comprised primarily of engineered metals and plastics. Market risk arises from changes in the price of steel, other metals and plastics. Although average selling prices generally increase or decrease as material costs increase or decrease, the impact of a change in the purchase price of materials is more immediately reflected in the Company’s cost of materials than in its selling prices. The ability to pass surcharges on to customers immediately can be limited due to contractual provisions with those customers. Therefore, a lag may exist between when the surcharge impacts net sales and cost of materials, respectively, which could result in a higher or lower operating profit or gross material margin.

     Foreign Currency Risk — The Company conducts the majority of its business in the United States but also has operations in Canada, Mexico, France, the United Kingdom, Spain, China and Singapore. The Company’s results of operations are not materially affected by fluctuations in these foreign currencies and, therefore, the Company has no financial instruments in place for managing the exposure to foreign currency exchange rates.

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ITEM 8 — Financial Statements and Supplementary Data

Amounts in thousands, except par value and per share data

Consolidated Statements of Operations

	Year Ended December 31,
	2008			2007			2006
Net sales	$	1,501,036		$	1,420,353		$	1,177,600
Costs and expenses:
Cost of materials (exclusive of depreciation and amortization)		1,123,977			1,032,355			839,234
Warehouse, processing and delivery expense		154,189			139,993			123,204
Sales, general and administrative expense		136,551			137,153			109,407
Depreciation and amortization expense		23,327			20,177			13,290
Impairment of goodwill		58,860			—			—
Operating income		4,132			90,675			92,465
Interest expense, net		(9,373	)		(12,899	)		(8,302	)
(Loss) income before income taxes and equity in earnings of joint venture		(5,241	)		77,776			84,163
Income taxes		(20,690	)		(31,294	)		(33,330	)
(Loss) income before equity in earnings of joint venture		(25,931	)		46,482			50,833
Equity in earnings of joint venture		8,849			5,324			4,286
Net (loss) income		(17,082	)		51,806			55,119
Preferred stock dividends		—			(593	)		(963	)
Net (loss) income applicable to common stock	$	(17,082	)	$	51,213		$	54,156
Basic (loss) earnings per share	$	(0.76	)	$	2.49		$	2.95
Diluted (loss) earnings per share	$	(0.76	)	$	2.41		$	2.89
Dividends paid per common share	$	0.24		$	0.24		$	0.24

The accompanying notes to consolidated financial statements are an integral part of these statements.

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Consolidated Balance Sheets

	As of
	December 31,
	2008			2007
Assets
Current assets
Cash and cash equivalents	$	15,277		$	22,970
Accounts receivable, less allowances of $3,318 in 2008 and $3,220 in 2007		159,613			146,675
Inventories, principally on last-in, first-out basis (replacement cost higher by $133,748 in 2008 and $142,118 in 2007)		240,673			207,284
Other current assets		12,860			13,462
Total current assets		428,423			390,391
Investment in joint venture		23,340			17,419
Goodwill		51,321			101,540
Intangible assets		55,742			59,602
Prepaid pension cost		26,615			25,426
Other assets		5,303			7,516
Property, plant and equipment, at cost
Land		5,184			5,196
Building		50,069			48,727
Machinery and equipment		172,500			155,950
		227,753			209,873
Less — accumulated depreciation		(139,463	)		(134,763	)
		88,290			75,110
Total assets	$	679,034		$	677,004
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	126,490		$	109,055
Accrued payroll and employee benefits		16,622			14,757
Accrued liabilities		11,307			18,386
Income taxes payable		6,451			2,497
Deferred income taxes — current		—			7,298
Current portion of long-term debt		10,838			7,037
Short-term debt		31,197			18,739
Total current liabilities		202,905			177,769
Long-term debt, less current portion		75,018			60,712
Deferred income taxes		38,743			37,760
Other non-current liabilities		7,535			6,585
Pension and postretirement benefit obligations		7,533			9,103
Commitments and contingencies Stockholders’ equity
Common stock, $0.01 par value — 30,000 shares authorized; 22,850 shares issued and 22,654 outstanding at December 31, 2008 and 22,331 shares issued and 22,098 outstanding at December 31, 2007		228			223
Additional paid-in capital		176,653			179,707
Retained earnings		184,651			207,134
Accumulated other comprehensive (loss) income		(11,462	)		1,498
Treasury stock, at cost — 197 shares in 2008 and 233 shares in 2007		(2,770	)		(3,487	)
Total stockholders’ equity		347,300			385,075
Total liabilities and stockholders’ equity	$	679,034		$	677,004

The accompanying notes to consolidated financial statements are an integral part of these statements.

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Consolidated Statements of Cash Flow

	Years Ended December 31,
	2008			2007			2006
Operating activities:
Net (loss) income	$	(17,082	)	$	51,806		$	55,119
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		23,327			20,177			13,290
Amortization of deferred gain		(1,128	)		(907	)		(760	)
Loss on sale of fixed assets		363			1,293			94
Loss on sale of subsidiary		—			425			—
Impairment of goodwill and long-lived asset		58,860			589			—
Equity in earnings of joint venture		(8,849	)		(5,324	)		(4,286	)
Dividends from joint venture		2,955			1,545			1,623
Deferred tax (benefit) provision		(13,578	)		(13,148	)		4,537
Share-based compensation expense		454			5,018			4,485
Pension curtailment		(472	)		284			—
Excess tax benefits from share-based payment arrangements		(2,881	)		(993	)		(1,186	)
Increase (decrease) from changes, net of acquisitions, in:
Accounts receivable		(7,736	)		14,700			(19,678	)
Inventories		(32,418	)		(6,275	)		(22,521	)
Other current assets		4,182			1,639			(2,570	)
Other assets		3,364			879			722
Prepaid pension costs		(92	)		6,074			1,920
Accounts payable		13,844			(11,008	)		7,882
Accrued payroll and employee benefits		1,889			3,085			(1,350	)
Income taxes payable		6,985			7,007			(10,090	)
Accrued liabilities		(7,900	)		1,507			2,044
Postretirement benefit obligations and other liabilities		(2,340	)		293			2,165
Net cash from operating activities		21,747			78,666			31,440
Investing activities:
Investments and acquisitions, net of cash acquired		(26,857	)		(280	)		(175,583	)
Capital expenditures		(26,302	)		(20,183	)		(12,935	)
Proceeds from sale of fixed assets		358			823			124
Proceeds from sale of subsidiary		645			5,707			—
Net cash used in investing activities		(52,156	)		(13,933	)		(188,394	)
Financing activities:
Short-term borrowings (repayments), net		12,636			(104,690	)		110,919
Proceeds from issuance of long-term debt		29,496			—			30,000
Repayments of long-term debt		(6,967	)		(35,337	)		(7,832	)
Payment of debt issuance fees		(524	)		(173	)		(3,156	)
Preferred stock dividends		—			(345	)		(963	)
Common stock dividends		(5,401	)		(4,704	)		(4,061	)
Proceeds from issuance of common stock, net		—			92,883			—
Exercise of stock options and other		450			552			2,840
Payment of withholding taxes from share-based incentive issuance		(6,000	)		—			—
Excess tax benefits from share-based payment arrangements		2,881			993			1,186
Net cash from (used in) financing activities		26,571			(50,821	)		128,933
Effect of exchange rate changes on cash and cash equivalents		(3,855	)		(468	)		155
Net (decrease) increase in cash and cash equivalents		(7,693	)		13,444			(27,866	)
Cash and cash equivalents — beginning of year		22,970			9,526			37,392
Cash and cash equivalents — end of year	$	15,277		$	22,970		$	9,526

See Note 1 to the consolidated financial statements for supplemental cash flow disclosures.

The accompanying notes to consolidated financial statements are an integral part of these statements.

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Consolidated Statement of Stockholders’ Equity

														Additional						Deferred			Accumulated Accum. Other
	Common		Treasury			Preferred			Common		Treasury			Paid-in			Retained			Unearned			Comprehensive
	Shares		Shares			Stock			Stock		Stock			Capital			Earnings			Compensation			Income (Loss)			Total
Balance at January 1, 2006		16,606		(546	)	$	11,239		$	166	$	(9,716	)	$	60,916		$	110,530		$	—		$	2,370		$	175,505
Comprehensive Income:
Net income																		55,119									55,119
Foreign currency translation																								66			66
Minimum pension liability, net of tax expense of $206																								322			322
Total comprehensive income																											55,507
Adjustment to initially apply SFAS No. 158, net of tax benefit of $13,611																								(21,262	)		(21,262	)
Preferred stock dividend																		(963	)								(963	)
Common stock dividend																		(4,061	)								(4,061	)
Long-term incentive plan expense															3,209												3,209
Exercise of stock options and other		479		184						4		3,710			5,650						(1,392	)					7,972
Balance at December 31, 2006		17,085		(362	)	$	11,239		$	170	$	(6,006	)	$	69,775		$	160,625		$	(1,392	)	$	(18,504	)	$	215,907
Comprehensive Income:
Net income																		51,806									51,806
Foreign currency translation																								4,268			4,268
Defined benefit pension liability adjustments, net of tax expense of $10,085																								15,734			15,734
Total comprehensive income																											71,808
Preferred stock dividend																		(593	)								(593	)
Common stock dividend																		(4,704	)								(4,704	)
Long-term incentive plan expense															4,016												4,016
Conversion of preferred stock and issuance of common stock		4,801					(11,239	)		53					104,069												92,883
Exercise of stock options and other		445		129								2,519			1,847						1,392						5,758
Balance at December 31, 2007		22,331		(233	)	$	—		$	223	$	(3,487	)	$	179,707		$	207,134		$	—		$	1,498		$	385,075
Comprehensive Loss:
Net loss																		(17,082	)								(17,082	)
Foreign currency translation																								(13,630	)		(13,630	)
Defined benefit pension liability adjustments, net of tax expense of $428																								670			670
Total comprehensive loss																											(30,042	)
Common stock dividend																		(5,401	)								(5,401	)
Long-term incentive plan income															(728	)											(728	)
Exercise of stock options and other		519		36						5		717			(2,326	)											(1,604	)
Balance at December 31, 2008		22,850		(197	)	$	—		$	228	$	(2,770	)	$	176,653		$	184,651		$	—		$	(11,462	)	$	347,300

The accompanying notes to consolidated financial statements are an integral part of these statements.

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A. M. Castle & Co.
Notes to Consolidated Financial Statements
Amounts in thousands except per share data

(1) Basis of Presentation and Significant Accounting Policies

Nature of operations — A.M. Castle & Co. and its subsidiaries (the “Company”) is a specialty metals and plastics distribution company serving principally the North American market, but with a significantly growing global presence. The Company has operations in the United States, Canada, Mexico, France, the United Kingdom, Spain, China and Singapore. The Company provides a broad range of product inventories as well as value-added processing and supply chain services to a wide array of customers, principally within the producer durable equipment sector of the global economy. Particular focus is placed on the aerospace and defense, oil and gas, power generation, mining and heavy equipment manufacturing industries as well as general engineering applications.

The Company’s primary metals distribution center and corporate headquarters are located in Franklin Park, Illinois. The Company has 51 distribution centers located throughout North America (45), Europe (5) and Asia (1).

The Company purchases metals and plastics from many producers. Purchases are made in large lots and held in distribution centers until sold, usually in smaller quantities and often with some value-added processing services performed. Orders are primarily filled with materials shipped from Company stock. The materials required to fill the balance of sales are obtained from other sources, such as direct mill shipments to customers or purchases from other distributors. Thousands of customers from a wide array of industries are serviced primarily through the Company’s own sales organization.

Basis of presentation — The consolidated financial statements include the accounts of A. M. Castle & Co. and its subsidiaries over which the Company exhibits a controlling interest. The equity method of accounting is used for the Company’s 50% owned joint venture, Kreher Steel Company, LLC. All inter-company accounts and transactions have been eliminated.

Use of estimates — The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the consolidated financial statements are accounts receivable allowances, inventory reserves, goodwill and intangible assets, income taxes, contingencies and litigation, pension and other post-employment benefits, share-based compensation, and self-insurance reserves.

Revenue recognition — Revenue from the sales of products is recognized when the earnings process is complete and when the title and risk and rewards of ownership have passed to the customer, which is primarily at the time of shipment. Revenue from shipping and handling charges is recorded in net sales. Provisions for allowances related to sales discounts and rebates are recorded based on terms of the sale in the period that the sale is recorded. Management utilizes historical information and the current sales trends of the business to estimate such provisions.

The Company also maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The allowance is maintained at a level considered appropriate based on historical experience and specific customer collection issues that the Company has identified. Estimations are based upon the application of a historical collection rate to the outstanding accounts receivable balance, which remains fairly consistent from year to year, and judgments about the probable effects of economic conditions on certain customers, which can fluctuate significantly from year to year.

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Cost of materials — Cost of materials consists of the costs the Company pays for metals, plastics and related inbound freight charges. It excludes depreciation and amortization which are discussed below. The Company accounts for the majority of its inventory on a last-in, first-out (“LIFO”) basis and LIFO adjustments are recorded in cost of materials.

Operating expenses — Operating costs and expenses primarily consist of:

• Warehouse, processing and delivery expenses, including occupancy costs, compensation and employee benefits for warehouse personnel, processing, shipping and handling costs;

• Sales expenses, including compensation and employee benefits for sales personnel;

• General and administrative expenses, including compensation for executive officers and general management, expenses for professional services primarily attributable to accounting and legal advisory services, data communication and computer hardware and maintenance; and

• Depreciation and amortization expenses, including depreciation for all owned property and equipment, and amortization of various intangible assets.

Cash and cash equivalents — Short-term investments that have an original maturity of 90 days or less are considered cash and cash equivalents.

Statement of cash flows —The Company had non-cash financing activities in 2006, which included the receipt of shares of the Company’s common stock tendered in lieu of cash by employees exercising stock options. There were no shares tendered in 2008 or 2007. In 2006, the tendered shares had a value of less than $100. All tendered shares were recorded as treasury stock. In 2007 and 2006, the Company also contributed shares of treasury stock to its profit sharing plan totaling $2,958 and $2,670, respectively. In 2007, the Company paid $248 in preferred dividends in shares of common stock.

     Non-cash investing activities and supplemental disclosures of consolidated cash flow information are as follows:

	Year Ended December 31,
	2008		2007		2006
Non-cash investing activities:
Capital expenditures financed by accounts payable	$	1,490	$	883		—
Capital obligation for Metals U.K. Group acquisition		—	$	1,298		—
Cash paid during the year for:
Interest	$	7,544	$	13,423	$	9,041
Income taxes	$	29,153	$	36,675	$	38,871

Inventories — Inventories consist primarily of finished goods. Over eighty percent of the Company’s inventories are stated at the lower of LIFO cost or market. Final inventory determination under the LIFO method is made at the end of each fiscal year based on the actual inventory levels and costs at that time. The Company values its LIFO increments using the cost of its latest purchases during the years reported. Current replacement cost of inventories exceeded book value by $133,748 and $142,118 at December 31, 2008 and 2007, respectively. Income taxes would become payable on any realization of this excess from reductions in the level of inventories.

Insurance plans —The Company is self-insured for a portion of its worker’s compensation, automobile insurance and general liability. Self-insurance amounts are capped, for individual claims and in the aggregate, for each policy year by an insurance company. Self-insurance reserves are based on unpaid, known claims (including related administrative fees assessed by the insurance company for claims processing) and a reserve for incurred but not reported claims based on the Company’s historical claims experience and development.

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Property, plant and equipment — Property, plant and equipment are stated at cost and include assets held under capital leases. Major renewals and improvements are capitalized, while maintenance and repairs that do not substantially improve or extend the useful lives of the respective assets are expensed currently. When items are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reflected in income.

The Company provides for depreciation of plant and equipment sufficient to amortize the cost over their estimated useful lives as follows:

Buildings and building improvements	12 - 40 years
Plant equipment	3 - 25 years
Furniture and fixtures	3 - 10 years
Vehicles and office equipment	3 - 7 years

     Leasehold improvements are depreciated over the shorter of their useful lives or the remaining term of the lease. Depreciation is recorded using the straight-line method and depreciation expense for 2008, 2007 and 2006 was $15,056, $13,584 and $11,066, respectively.

Long-lived assets — As required by SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), the Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows (undiscounted and without interest charges) expected to be generated by the asset. If such assets are impaired, the impairment charge is calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Determining whether impairment has occurred typically requires various estimates and assumptions, including determining which undiscounted cash flows are directly related to the potentially impaired asset, the useful life over which cash flows will occur, their amount, and the asset’s residual value, if any. The Company derives the required undiscounted cash flow estimates from historical experience and internal business plans. In turn, measurement of an impairment loss requires a determination of fair value, which is based on available information. The Company uses an income approach, which estimates fair value based on estimates of future cash flows discounted at an appropriate interest rate.

Goodwill and intangible assets — SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), establishes accounting and reporting standards for goodwill and other intangible assets. Under SFAS 142, goodwill is subject to an annual impairment test using a two-step process. The carrying value of the Company’s goodwill is evaluated annually in the first quarter of each fiscal year or when certain triggering events occur which require a more current valuation.

     The first step of the goodwill impairment test is used to identify potential impairment. The evaluation is based on the comparison of each reporting unit’s fair value to its carrying value. Fair value is determined using a combination of an income approach, which estimates fair value based on a discounted cash flow analysis using historical data and management estimates of future cash flows, and a market approach, which estimates fair value using market multiples of various financial measures of comparable companies. If the carrying value exceeds the fair value, the second step of the goodwill impairment test must be performed to measure the amount of impairment loss, if any. The valuation methodology and underlying financial information that are used to determine fair value require significant judgments to be made by management. These judgments include, but are not limited to, long-term projections of future financial performance and the selection of appropriate discount rates used to present value the estimated future cash flows of the Company. The long-term projections used are developed as part of the Company’s annual budgeting and forecasting process. The discount rates used for each of the reporting units are those of a hypothetical market participant which are developed based upon an analysis of comparable companies and include adjustments made to account for any individual reporting unit specific attributes such as, size and industry.

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     The second step of the goodwill impairment test compares the implied fair value of reporting unit goodwill to the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in the amount equal to the excess.

     The majority of the Company’s recorded intangible assets were acquired as part of the Transtar and Metals U.K. acquisitions in September 2006 and January 2008, respectively, and consist primarily of customer relationships and non-compete agreements. The initial values of the intangible assets were based on a discounted cash flow valuation using assumptions made by management as to future revenues from select customers, the level and pace of attrition in such revenues over time and assumed operating income amounts generated from such revenues. These intangible assets are amortized over their useful lives, which are 4 — 11 years for customer relationships and 3 years for non-compete agreements. Useful lives are estimated by management and determined based on the timeframe over which a significant portion of the estimated future cash flows are expected to be realized from the respective intangible assets. Furthermore, when certain conditions or certain triggering events occur, a separate test of impairment, similar to the impairment test for long-lived assets, is performed. If the intangible asset is deemed to be impaired, such asset will be written down to its fair value.

Income taxes — The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

     The Company records valuation allowances against its net deferred tax assets when it is more likely than not that the amounts will not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event a determination is made that the Company will not be able to realize its deferred income tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance will be made which will reduce the provision for income taxes.

     The Company adopted FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48), on January 1, 2007. No increase in liability for unrecognized tax benefits was recorded as a result of the adoption of FIN 48. In accordance with FIN 48, the Company recognizes the tax benefits of uncertain tax positions only if those benefits will more likely than not be sustained upon examination by the relevant tax authorities. Unrecognized tax benefits are subsequently recognized at the time the recognition threshold is met, the tax matter is effectively settled or the statute of limitations expires for the return containing the tax position, whichever is earlier. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate. These differences will be reflected in the Company’s income tax expense in the period in which they are determined.

     Approximately $740 of unrecognized tax benefits recorded as of December 31, 2008 relate to tax positions of acquired entities taken prior to their acquisition by the Company. To the extent the amounts of these uncertain tax positions change, the impact will be recorded to income tax expense as opposed to goodwill as a result of the January 1, 2009 adoption of SFAS No. 141R, “Business Combinations.” The Company is entitled to indemnification for all amounts that may become due as a result of an audit.

     Income tax expense includes provisions for amounts that are currently payable, and changes in deferred tax assets and liabilities. The Company does not provide for deferred income taxes on undistributed earnings considered permanently reinvested in its foreign subsidiaries. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Accrued interest and penalties are included within other long-term liabilities in the consolidated balance sheets.

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Foreign currency translation — For the majority of all non-U.S. operations, the functional currency is the local currency. Assets and liabilities of those operations are translated into U.S. dollars using year-end exchange rates, and income and expenses are translated using the average exchange rates for the reporting period. In accordance with SFAS No. 52, “Foreign Currency Translation”, the currency effects of translating financial statements of the Company’s non-U.S. operations which operate in local currency environments are recorded in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Gains resulting from foreign currency transactions amounted to $800 in 2008 and were not material in 2007 or 2006.

Earnings per share — The Company determined earnings per share in accordance with SFAS No. 128, “Earnings per Share” (“SFAS 128”). For the periods presented through the conversion of the preferred stock in connection with the secondary offering in May 2007, the Company’s preferred stockholders participated in dividends paid on the Company’s common stock on an “if converted” basis. In accordance with Emerging Issues Task Force Issue No. 03-6, “Participating Securities and the Two-Class Method under FASB Statement No. 128,” basic earnings per share is computed by applying the two-class method to compute earnings per share. The two-class method is an earnings allocation method under which earnings per share is calculated for each class of common stock and participating security considering both dividends declared and participation rights in undistributed earnings as if all such earnings had been distributed during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock plus common stock equivalents. Common stock equivalents consist of stock options, restricted stock awards, convertible preferred stock shares and other share-based payment awards, which have been included in the calculation of weighted average shares outstanding using the treasury stock method. The following table is a reconciliation of the basic and diluted earnings per share calculations:

	2008			2007			2006
Numerator:
Net (loss) income	$	(17,082	)	$	51,806		$	55,119
Preferred dividends distributed		—			(593	)		(963	)
Undistributed (losses) earnings	$	(17,082	)	$	51,213		$	54,156
Undistributed (losses) earnings attributable to:
Common stockholders	$	(17,082	)	$	49,981		$	49,831
Preferred stockholders, as if converted		—			1,232			4,325
Total undistributed (losses) earnings	$	(17,082	)	$	51,213		$	54,156
Denominator:
Denominator for basic earnings per share:
Weighted average common shares outstanding		22,528			20,060			16,907
Effect of dilutive securities:
Outstanding employee and directors’ common stock options, restricted stock and share-based awards		—			756			360
Convertible preferred stock		—			732			1,794
Denominator for diluted earnings per share		22,528			21,548			19,061
Basic earnings (loss) per share	$	(0.76	)	$	2.49		$	2.95
Diluted earnings (loss) per share	$	(0.76	)	$	2.41		$	2.89
Outstanding common stock options and convertible preferred stock having an anti-dilutive effect		246			—			20

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Concentrations — The Company serves a wide range of industrial companies within the producer durable equipment sector of the economy from locations throughout the United States, Canada, Mexico, France, the United Kingdom, Spain, China and Singapore. Its customer base includes many Fortune 500 companies as well as thousands of medium and smaller sized firms spread across the entire spectrum of metals and plastics using industries. The Company’s customer base is well diversified and therefore, the Company does not have dependence upon any single customer, or a few customers. Approximately 82% of the Company’s business is conducted from locations in the United States.

Share-based compensation — The Company records share-based compensation expense ratably over the award vesting period based on the grant date fair value of share-based compensation awards. Share-based compensation expense for the Company’s long-term incentive plans is recorded using the fair value based on the market price of the Company’s common stock on the grant date adjusted to reflect that the participants in the long-term incentive plan do not participate in dividends during the vesting period.

New Accounting Standards

Standards Adopted

Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) for measurement and disclosure with respect to financial assets and liabilities. SFAS 157 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures about fair value measurements. The three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies, is:

Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.

The Company adopted the measurement provisions of SFAS 157 to value its pension plans assets as of December 31, 2008 (see Note 5 to the consolidated financial statements). In addition, SFAS No. 157 was applied in determining the fair value disclosures for debt (see Note 9 to the consolidated financial statements). The fair value of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values.

FASB Staff Position FAS 157-2, “Effective Date of FASB Statement No. 157”, provides a one year deferral of SFAS 157’s effective date for nonfinancial assets and liabilities. Accordingly, for nonfinancial assets and liabilities, SFAS 157 will become effective for the Company as of January 1, 2009, and may impact the determination of goodwill, intangible assets and other long-lived assets’ fair values recorded in conjunction with business combinations and as part of impairment reviews for goodwill and long-lived assets.

Effective November 13, 2008, the Company adopted SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with U.S. GAAP. The previous U.S. GAAP hierarchy existed within the American Institute of Certified Public Accountants’ statements on auditing standards, which are directed to the auditor rather than the reporting entity. SFAS 162 moves the U.S. GAAP hierarchy to the accounting literature, thereby directing it to reporting entities which are responsible for selecting accounting principles for financial statements that are presented in conformity with U.S. GAAP. The adoption of this statement did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

37

Standards Issued Not Yet Adopted

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS 141R”). SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. SFAS 141R will have an impact on the Company’s consolidated financial statements, but the nature and magnitude of the specific effects will be dependant on the nature, size and terms of the acquisitions that the Company consummates after the effective date.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 requires that accounting and reporting for minority interests be re-characterized as non-controlling interests and classified as a component of equity. SFAS 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS 160 is effective as of the beginning of an entity’s first fiscal year beginning after December 15, 2008. The adoption of SFAS 160 is not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

In May 2008, the FASB issued FSP SFAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. This FSP is intended to improve the consistency between the useful life of an intangible asset determined under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other U.S. GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008. FSP 142-3 will have an impact on the Company’s consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions the Company consummates after the effective date.

(2) Acquisitions and Divestitures

Acquisitions

Metals U.K. Group

On January 3, 2008, the Company acquired 100 percent of the outstanding capital stock of Metals U.K. Group (“Metals U.K.”). The acquisition of Metals U.K. was accounted for using the purchase method in accordance with SFAS No. 141, “Business Combinations” (“SFAS 141”). Accordingly, the Company recorded the net assets acquired at their estimated fair values. The results and the assets of Metals U.K. are included in the Company’s Metals segment.

     Metals U.K. is a distributor and processor of specialty metals primarily serving the oil and gas, aerospace, petrochemical and power generation markets worldwide. Metals U.K. has distribution and processing facilities in Blackburn, England, Hoddesdon, England and Bilbao, Spain. The acquisition of Metals U.K. is expected to allow the Company to expand its global reach and service potential high growth industries.

     The aggregate purchase price was approximately $29,693, or $28,854, net of cash acquired, and represents the aggregate cash purchase price, contingent consideration probable of payment, debt paid off at closing, and direct transaction costs. There was also the potential for $12,000 of additional purchase price to be paid based on the achievement of performance targets related to fiscal year 2008. Based on the performance of Metals U.K during 2008, no additional purchase price will be paid. The premium paid in excess of the fair value of the net assets acquired was primarily for the ability to expand the Company’s global reach, as well as to obtain Metals U.K.’s skilled, established workforce.

38

     In conjunction with the acquisition of Metals U.K., the Company amended its existing revolving line of credit, expanding it to $230,000, which includes a $50,000 multi-currency facility to fund the acquisition and provide for future working capital needs of its European operations (see Note 9). The multi-currency facility allows for funding in either British pounds or euros to reduce the impact of foreign exchange rate volatility.

     The following allocation of the purchase price is final:

Purchase Price Allocation

Current assets	$	25,903
Property, plant and equipment, net		3,876
Trade name		516
Customer relationships — contractual		893
Customer relationships — non-contractual		2,421
Non-compete agreements		1,705
Goodwill		12,404
Total assets		47,718
Current liabilities		13,726
Long-term liabilities		4,299
Total liabilities		18,025
Total purchase price	$	29,693

     The acquired intangible assets have a weighted average useful life of approximately 4.4 years. Useful lives by intangible asset category are as follows: trade name — 1 year, customer relationships — contractual — 10 years, customer relationships — non-contractual — 4 years and non-compete agreements — 3 years. The goodwill and intangible assets acquired are non-deductible for tax purposes. See Note 8 for discussion regarding the impairment of Metals U.K.’s goodwill.

Transtar Intermediate Holdings #2, Inc.

In September 2006, the Company acquired 100 percent of the issued and outstanding capital stock of Transtar Intermediate Holdings #2, Inc. (“Transtar”), a wholly owned subsidiary of H.I.G. Transtar Inc. The results of Transtar’s operations have been included in the consolidated financial statements since that date. These results and the assets of Transtar are included in the Company’s Metals segment.

The determination of the final purchase price was subject to a working capital adjustment. In accordance with provisions of the purchase agreement, these matters were submitted to arbitration. On August 21, 2008, the arbitrator issued a final award on all pending matters with respect to the Transtar acquisition.

As a result of the arbitrator’s final award, the Company paid approximately $352 to the seller, which reflects the $1,261 of working capital adjustment and miscellaneous costs awarded to the Company, offset by legal fees and other costs of $1,613 awarded to the seller. The finalization of the working capital adjustment decreased goodwill by $244. For the year ended December 31, 2008, the net impact to income before income taxes and equity in earnings of joint venture was $2,470.

Divestiture

Metal Mart LLC

On October 2, 2007, the Company completed the sale of Metal Mart LLC, a wholly owned subsidiary, doing business as Metal Express, to Metal Supermarkets (Chicago) Ltd., a unit of Metal Supermarkets Corp. for approximately $6,300. Metal Express is a small order metals distribution business which served the general manufacturing industry from its network of 15 locations throughout the U.S. Metal Express was included in the Company’s Metals segment. For the year ended December 31, 2006, Metal Express’ revenues were $16,586.

The Company recorded a loss of approximately $500 on the divestiture. The net proceeds from the sale were used to repay a portion of the Company’s outstanding debt.

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(3) Segment Reporting

The Company distributes and performs processing on both metals and plastics. Although the distribution processes are similar, different customer markets, supplier bases and types of products exist. Additionally, the Company’s Chief Executive Officer, the chief operating decision-maker, reviews and manages these two businesses separately. As such, these businesses are considered reportable segments in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” and are reported accordingly.

     In its Metals segment, the Company’s marketing strategy focuses on distributing highly engineered specialty grades and alloys of metals as well as providing specialized processing services designed to meet very precise specifications. Core products include alloy, aluminum, stainless, nickel, titanium and carbon. Inventories of these products assume many forms such as plate, sheet, round bar, hexagon bar, square and flat bar, tubing and coil. Depending on the size of the facility and the nature of the markets it serves, service centers are equipped as needed with bar saws, plate saws, oxygen and plasma arc flame cutting machinery, water-jet cutting, stress relieving and annealing furnaces, surface grinding equipment and sheet shearing equipment. This segment also performs various specialized fabrications for its customers through pre-qualified subcontractors that thermally process, turn, polish and straighten alloy and carbon bar.

     The Company’s Plastics segment consists exclusively of Total Plastics, Inc. (“TPI”) headquartered in Kalamazoo, Michigan. The Plastics segment stocks and distributes a wide variety of plastics in forms that include plate, rod, tube, clear sheet, tape, gaskets and fittings. Processing activities within this segment include cut to length, cut to shape, bending and forming according to customer specifications. The Plastics segment’s diverse customer base consists of companies in the retail (point-of-purchase), marine, office furniture and fixtures, transportation and general manufacturing industries. TPI has locations throughout the upper northeast and midwest regions of the U.S. and one facility in Florida from which it services a wide variety of users of industrial plastics.

     The accounting policies of all segments are the same as described in Note 1. Management evaluates the performance of its business segments based on operating income.

     The Company operates locations in the United States, Canada, Mexico, France, the United Kingdom, Spain, China and Singapore. No activity from any individual country outside the United States is material, and therefore, foreign activity is reported on an aggregate basis. Net sales are attributed to countries based on the location of the Company’s subsidiary that is selling direct to the customer. Company-wide geographic data as of and for the years ended December 31, 2008, 2007 and 2006 are as follows:

	2008		2007		2006
Net sales
United States	$	1,236,355	$	1,245,943	$	1,069,888
All other countries		264,681		174,410		107,712
Total	$	1,501,036	$	1,420,353	$	1,177,600
Long-lived assets
United States	$	78,911	$	68,621
All other countries		9,379		6,489
Total	$	88,290	$	75,110

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     Segment information as of and for the years ended December 31, 2008, 2007 and 2006 is as follows:

	Net		Operating			Total				Depreciation &
	Sales		Income (Loss)			Assets		Capital Expenditures		Amortization
2008
Metals segment	$	1,384,859	$	11,554		$	602,897	$	24,218	$	22,040
Plastics segment		116,177		3,182			52,797		2,084		1,287
Other		—		(10,604	)		23,340		—		—
Consolidated	$	1,501,036	$	4,132		$	679,034	$	26,302	$	23,327
2007
Metals segment	$	1,304,713	$	94,235		$	607,993	$	17,537	$	18,988
Plastics segment		115,640		4,989			51,592		2,646		1,189
Other		—		(8,549	)		17,419		—		—
Consolidated	$	1,420,353	$	90,675		$	677,004	$	20,183	$	20,177
2006
Metals segment	$	1,062,620	$	94,915		$	593,730	$	11,941	$	12,170
Plastics segment		114,980		7,301			47,813		994		1,120
Other		—		(9,751	)		13,577		—		—
Consolidated	$	1,177,600	$	92,465		$	655,120	$	12,935	$	13,290

“Other” — Operating loss includes the costs of executive, legal and finance departments, which are shared by both the Metals and Plastics segments. The “Other” category’s total assets consist of the Company’s investment in joint venture.

(4) Lease Agreements

The Company has operating and capital leases covering certain warehouse facilities, equipment, automobiles and trucks, with lapse of time as the basis for all rental payments, and with a mileage factor included in the truck leases.

     Future minimum rental payments under operating and capital leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2008, are as follows:

	Capital		Operating
2009	$	548	$	12,259
2010		498		10,554
2011		325		9,868
2012		133		9,483
2013		18		7,653
Later years		—		6,576
Total future minimum rental payments	$	1,522	$	56,393

     Total rental payments charged to expense were $13,049 in 2008, $14,895 in 2007, and $13,055 in 2006.

     Total gross value of property, plant and equipment under capital leases was $2,259 and $665 in 2008 and 2007, respectively.

     In July 2003, the Company sold its Los Angeles land and building for $10,538. Under the agreement, the Company has a ten-year lease for 59% of the property. In October 2003, the Company also sold its Kansas City land and building for $3,464 and is leasing back approximately 68% of the property from the purchaser for ten years. These transactions are being accounted for as operating leases. The two transactions generated a total net gain of $8,495, which has been deferred and is being amortized to income ratably over the term of the leases. At December 31, 2008 and 2007, the non-current portion of the deferred gain in the amount of $3,393 and $4,761, respectively, is included in “Other non-current liabilities” on the consolidated balance sheets.

41

Additionally, the current portion in the amount of $852 is included in “Accrued liabilities” in the consolidated balance sheets at December 31, 2008 and 2007. The leases require the Company to pay customary operating and repair expenses and contain renewal options. The total rental expense for these leases for 2008, 2007 and 2006 was $1,525, $1,466 and $1,372, respectively.

(5) Employee Benefit Plans

Pension Plans

During December 2007, certain of the pension plans were amended and as a result, a curtailment charge of $284 was recognized in 2007. During March 2008, the supplemental pension plan was amended and as a result, a curtailment gain of $472 was recognized at that time. Effective July 1, 2008, the Company-sponsored pension plans and supplemental pension plan (collectively, the “pension plans”) were frozen.

     Substantially all employees who meet certain requirements of age, length of service and hours worked per year are covered by Company-sponsored pension plans. These pension plans are defined benefit, noncontributory plans. Benefits paid to retirees are based upon age at retirement, years of credited service and average earnings. The Company also has a supplemental pension plan, which is a non-qualified, unfunded plan. The Company uses a December 31 measurement date for the pension plans.

     In conjunction with the decision to freeze the pension plans, the Company modified its investment portfolio target allocation for the pension plans’ funds. The revised investment target portfolio allocation focuses primarily on corporate fixed income securities that match the overall duration and term of the Company’s pension liability structure. The Company’s decision to change the investment portfolio target allocation will result in a reduction to the expected long-term rate of return in 2009, which will, absent other changes, result in an increase to the Company’s future net periodic pension cost. The assets of the Company-sponsored pension plans are maintained in a single trust account.

     The Company’s funding policy is to satisfy the minimum funding requirements of the Employee Retirement Income Security Act of 1974, commonly called ERISA.

     Components of net periodic pension benefit cost are as follows:

	2008			2007			2006
Service cost	$	2,057		$	3,562		$	3,485
Interest cost		7,216			7,424			7,011
Expected return on assets		(11,124	)		(10,080	)		(9,696	)
Amortization of prior service cost		245			58			58
Amortization of actuarial loss		351			3,153			3,756
Net periodic pension (credit) cost, excluding impact of curtailment	$	(1,255	)	$	4,117		$	4,614

     The expected 2009 amortization of pension prior service cost and actuarial loss is $240 and $152, respectively.

     The status of the plans at December 31, 2008 and 2007 are as follows:

	2008			2007
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	117,949		$	132,025
Service cost		2,057			3,562
Interest cost		7,216			7,424
Curtailments		(1,962	)		(13,291	)
Plan change		1,891			—
Benefit payments		(5,562	)		(5,709	)

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	2008			2007
Actuarial (gain) loss		1,619			(6,062	)
Projected benefit obligation at end of year	$	123,208		$	117,949
Change in plan assets:
Fair value of plan assets at beginning of year	$	137,314		$	130,377
Actual return on assets		13,655			12,332
Employer contributions		165			314
Benefit payments		(5,562	)		(5,709	)
Fair value of plan assets at end of year	$	145,572		$	137,314
Funded status — net prepaid	$	22,364		$	19,365
Amounts recognized in the consolidated balance sheets consist of:
Prepaid pension cost	$	26,615		$	25,426
Accrued liabilities		(216	)		(164	)
Pension and postretirement benefit obligations		(4,035	)		(5,897	)
Net amount recognized	$	22,364		$	19,365
Pre-tax components of accumulated other comprehensive income (loss):
Unrecognized actuarial loss	$	(7,799	)	$	(10,692	)
Unrecognized prior service cost		(1,918	)		(133	)
Total	$	(9,717	)	$	(10,825	)
Accumulated benefit obligation	$	123,085		$	115,764

     For plans with an accumulated benefit obligation in excess of plan assets, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets were $4,251, $4,251 and $0, respectively, at December 31, 2008; and $6,060, $3,941 and $0, respectively, at December 31, 2007.

     The assumptions used to measure the projected benefit obligations for the Company’s defined benefit pension plans are as follows:

	2008			2007
Discount rate		6.25	%		6.25	%
Projected annual salary increases		—			4.00

The assumptions used to determine net periodic pension benefit costs are as follows:

	2008			2007			2006
Discount rate		6.25	%		5.75	%		5.50	%
Expected long-term rate of return on plan assets		8.75			8.75			8.75
Projected annual salary increases		4.00			4.00			4.00

     The assumption on expected long-term rate of return on plan assets for all years was based on a building block approach. The expected long-term rate of inflation and risk premiums for the various asset categories are based on the current investment environment. General historical market returns are used in the development of the long-term expected inflation rates and risk premiums. The target allocations of assets are used to develop a composite rate of return assumption.

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The Company’s pension plan weighted average asset allocations at December 31, 2008 and 2007, by asset category, are as follows:

	2008			2007
Equity securities		—			73.4	%
Debt securities		86.7	%		6.8	%
Real estate		5.0	%		5.8	%
Other		8.3	%		14.0	%
		100.0	%		100.0	%

     The Company’s pension plans’ funds are managed in accordance with investment policies recommended by its investment advisor and approved by the Board of Directors. Beginning in 2008, the overall target portfolio allocation is 100% fixed income securities. Non-readily marketable investments comprise less than 10% of the portfolio as of both December 31, 2008 and 2007. The Company utilizes observable market data to value approximately 90% of the assets (i.e., primarily the fixed income securities) in its pension plans. These funds’ conformance with style profiles and performance is monitored regularly by management, with the assistance of the Company’s investment advisor. Adjustments are typically made in the subsequent quarters when investment allocations deviate from the target range. The investment advisor provides quarterly reports to management and the Human Resource Committee of the Board of Directors.

     The estimated future pension benefit payments are:

2009	$	6,280
2010		6,544
2011		6,722
2012		7,024
2013		7,427
2014 — 2018		43,256

Postretirement Plan

The Company also provides declining value life insurance to its retirees and a maximum of three years of medical coverage to qualified individuals who retire between the ages of 62 and 65. The Company does not fund these benefits in advance, and uses a December 31 measurement date.

Components of net periodic postretirement benefit cost for 2008, 2007 and 2006 were as follows:

	2008			2007			2006
Service cost	$	151		$	176		$	186
Interest cost		207			220			213
Amortization of prior service cost		47			47			47
Amortization of actuarial loss (gain)		(18	)		(5	)		27
Net periodic postretirement benefit cost	$	387		$	438		$	473

The expected 2009 amortization of postretirement prior service cost and actuarial gain are each less than $50.

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The status of the postretirement benefit plans at December 31, 2008 and 2007 were as follows:

	2008			2007
Change in accumulated postretirement benefit obligations:
Accumulated postretirement benefit obligation at beginning of year	$	3,416		$	3,867
Service cost		151			175
Interest cost		207			220
Benefit payments		(126	)		(170	)
Actuarial loss (gain)		39			(676	)
Accumulated postretirement benefit obligation at end of year	$	3,687		$	3,416
Funded status — net liability	$	(3,687	)	$	(3,416	)
Amounts recognized in the consolidated balance sheets consist of:
Accrued liabilities	$	(189	)	$	(210	)
Pension and postretirement benefit obligations		(3,498	)		(3,206	)
Net amount recognized	$	(3,687	)	$	(3,416	)
Pre-tax components of accumulated other comprehensive income (loss):
Unrecognized actuarial gain	$	499		$	556
Unrecognized prior service cost		(76	)		(123	)
Total	$	423		$	433

     Future benefit costs were estimated assuming medical costs would increase at a 10% annual rate for 2008. A 1% increase in the health care cost trend rate assumptions would have increased the accumulated postretirement benefit obligation at December 31, 2008 by $260 with no significant impact on the annual periodic postretirement benefit cost. A 1% decrease in the health care cost trend rate assumptions would have decreased the accumulated postretirement benefit obligation at December 31, 2008 by $233 with no significant impact on the annual periodic postretirement benefit cost. The weighted average discount rate used to determine the accumulated postretirement benefit obligation was 6.25% in 2008 and 2007. The weighted average discount rate used in determining net periodic postretirement benefit costs were 6.25% in 2008, 5.75% in 2007 and 5.5% in 2006.

Retirement Savings Plan

     Effective July 1, 2008, the Company revised the provisions of its retirement savings plan for the benefit of salaried and other eligible employees (including officers). The Company’s plan includes features under Section 401(k) of the Internal Revenue Code. The plan includes a provision whereby the Company makes a partial matching contribution on the first 6% of considered earnings that each employee contributes. The plan also includes a supplemental contribution feature whereby a fixed contribution of considered earnings is deposited into each employee’s 401(k) account each pay period, regardless of whether the employee participates in the plan. Company contributions cliff vest after two years of employment.

     Prior to July 1, 2008, the Company maintained profit sharing plan for the benefit of salaried and other eligible employees (including officers). The Company’s profit sharing plans also included features under Section 401(k) of the Internal Revenue Code. The plans included a provision whereby the Company partially matched employee contributions on the first 6% of the employees’ contribution. The plans also included a supplemental contribution feature whereby a Company contribution was made to all eligible employees upon achievement of specific return on investment goals as defined by the plan.

     The amounts expensed are summarized below:

	2008		2007		2006
Supplemental contributions and 401(k) match	$	3,161	$	3,939	$	3,977

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(6) Joint Venture

Kreher Steel Co., LLC is a 50% owned joint venture of the Company. It is a Midwestern U.S. metals distributor of bulk quantities of alloy, special bar quality and stainless steel bars.

     The following information summarizes the Company’s participation in the joint venture as of and for the year ended December 31:

	2008		2007		2006
Equity in earnings of joint venture	$	8,849	$	5,324	$	4,286
Investment in joint venture		23,340		17,419		13,577
Sales to joint venture		568		642		626
Purchases from joint venture		1,040		565		133

     The following information summarizes financial data for this joint venture as of and for the year ended December 31:

	2008		2007		2006
Revenues	$	221,753	$	164,297	$	130,973
Net income		17,698		10,647		8,572
Current assets		64,550		56,149		41,420
Non-current assets		19,184		18,137		12,705
Current liabilities		34,864		37,354		22,894
Non-current liabilities		3,428		3,275		3,615
Members’ equity		45,442		33,657		27,616
Capital expenditures (a)		2,628		7,999		1,143
Depreciation and amortization		1,597		1,236		1,008

(a) Includes purchase of Special Metals Inc. for $4,312 on April 2, 2007.

(7) Income Taxes

Income before income taxes and equity in income of joint venture generated by the Company’s U.S. and non-U.S. operations were as follows:

	2008			2007		2006
U.S.	$	(13,425	)	$	65,516	$	74,226
Non-U.S.		8,184			12,260		9,937

     The Company’s income tax expense (benefit) is comprised of the following:

	2008			2007			2006
Federal — current	$	25,943		$	34,082		$	21,701
— deferred		(11,025	)		(11,515	)		4,443
State    — current		2,827			5,194			3,914
— deferred		(2,381	)		(527	)		(123	)
Foreign — current		5,498			5,166			3,178
— deferred		(172	)		(1,106	)		217
Total income tax expense	$	20,690		$	31,294		$	33,330

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The reconciliation between the Company’s effective tax rate on income and the U.S. federal income tax rate of 35% is as follows:

	2008			2007			2006
Federal income tax at statutory rates	$	(1,834	)	$	27,220		$	29,456
State income taxes, net of federal income tax benefits		95			3,050			2,412
Federal and state income tax on joint venture		3,460			2,071			1,672
Impairment of goodwill		20,601			—			—
Rate differential on foreign income		(1,253	)		(231	)		(83	)
Other		(379	)		(816	)		(127	)
Income tax expense	$	20,690		$	31,294		$	33,330
Effective income tax expense rate		(394.8	%)		40.2	%		39.6	%

Significant components of the Company’s deferred tax liabilities and assets are as follows:

	2008		2007
Deferred tax liabilities:
Depreciation	$	6,783	$	6,444
Inventory		—		12,639
Pension		10,259		4,701
Intangible assets and goodwill		25,895		28,069
Postretirement benefits		—		1,498
Total deferred tax liabilities	$	42,937	$	53,351
Deferred tax assets:
Postretirement benefits	$	2,945	$	—
Inventory		275		—
Deferred compensation		2,267		1,468
Deferred gain		1,314		2,280
Impairments		1,918		1,283
Other, net		720		3,262
Total deferred tax assets	$	9,439	$	8,293
Net deferred tax liabilities	$	33,498	$	45,058

The following table shows the net change in the Company’s unrecognized tax benefits:

	2008		2007
Balance as of January 1, 2008	$	1,754	$	931
Increases (decreases) in unrecognized tax benefits:
Due to tax positions taken in prior years		169		563
Due to tax positions taken during the current year		350		260
Balance as of December 31, 2008	$	2,273	$	1,754

As of December 31, 2008, $1,775 of unrecognized tax benefits would impact the effective tax rate if recognized. At December 31, 2008, the Company had accrued interest and penalties related to unrecognized tax benefits of $263.

     The Company or its subsidiaries files income tax returns in the U.S., 28 states and 5 foreign jurisdictions. During 2008, the audit of the 2002 through 2004 Canadian income tax returns was finalized with no material adjustment. The tax years 2005-2007 remain open to examination by the major taxing jurisdictions to which the Company is subject. The 2005 and 2006 U.S. federal income tax returns are currently under audit. To date, several adjustments have been proposed, and the Company is evaluating the appropriateness of these potential adjustments.

     Due to the potential for resolution of the IRS examination, it is reasonably possible that the gross unrecognized tax benefits may potentially decrease within the next 12 months by a range of approximately $1,000 to $1,500.

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(8) Goodwill and Intangible Assets

Acquisition of Metals U.K.

As discussed in Note 2, the Company acquired the outstanding capital stock of Metals U.K. on January 3, 2008. Metals U.K.’s results and assets are included in the Company’s Metals segment from the date of acquisition.

     The changes in carrying amounts of goodwill during the year ended December 31, 2008 were as follows:

	Metals			Plastics
	Segment			Segment		Total
Balance as of January 1, 2007	$	88,810		$	12,973	$	101,783
Transtar purchase price adjustments		462			—		462
Sale of Metal Express		(825	)		—		(825	)
Currency valuation		120			—		120
Balance as of December 31, 2007	$	88,567		$	12,973	$	101,540
Acquisition of Metals U.K.		12,404			—		12,404
Transtar purchase price adjustment		(244	)		—		(244	)
Impairment charge		(58,860	)		—		(58,860	)
Currency valuation		(3,519	)		—		(3,519	)
Balance as of December 31, 2008	$	38,348		$	12,973	$	51,321

     The Company performs an annual impairment test of goodwill in the first quarter of each fiscal year or at an interim date whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Based on the goodwill impairment test performed during the first quarter of 2008, the Company determined that there was no impairment of goodwill.

     During the fourth quarter of 2008, the Company determined that the weakening of the U.S. economy and the global credit crisis resulted in a reduction of the Company’s market capitalization below its total shareholder’s equity value for a sustained period of time, which was an indication that its goodwill may be impaired. As a result, the Company performed an interim goodwill impairment analysis as of December 31, 2008. With the assistance of a third-party valuation specialist, the Company determined the fair value of its reporting units using the income and market comparable valuation methodologies. The valuation methodologies and underlying financial information that are used to determine fair value require significant judgments to be made by management. These judgments include, but are not limited to, long-term projections of future financial performance and the selection of appropriate discount rates used to present value the estimated future cash flows of the Company. The long-term projections used in the valuation are developed as part of the Company’s annual budgeting and forecasting process. The discount rates used to determine the fair values of the reporting units are those of a hypothetical market participant which are developed based upon an analysis of comparable companies and include adjustments made to account for any individual reporting unit specific attributes such as, size and industry.

     The carrying value of the Aerospace and Metals U.K. reporting units within the Metals Segment exceeded their respective fair values. The Company compared the implied fair value of the goodwill in each of these reporting units with the carrying value of the goodwill and a non-cash charge of $58,860 for goodwill impairment was recorded in the fourth quarter of 2008. The charge is non-deductible for tax purposes. Of this amount, $49,823 and $9,037 relates to the Aerospace and Metals U.K. reporting units, respectively, within the Metals segment.

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     The following summarizes the components of intangible assets at December 31, 2008 and 2007:

	2008				2007
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Customer relationships	$	69,292	$	14,729	$	66,867	$	8,131
Non-compete agreements		2,805		1,626		1,557		691
Trade name		378		378		—		—
Total	$	72,475	$	16,733	$	68,424	$	8,822

     The weighted-average amortization period for the intangible assets is 10.5 years, 10.8 years for customer relationships and 3 years for non-compete agreements. Substantially all of the Company’s intangible assets were acquired as part of the acquisitions of Transtar on September 5, 2006 and Metals U.K. on January 3, 2008.

     For the years ended December 31, 2008, 2007, and 2006, the aggregate amortization expense was $8,271, $6,587 and $2,224, respectively.

     The following is a summary of the estimated annual amortization expense for each of the next 5 years:

2009	$	7,361
2010		7,015
2011		6,578
2012		6,135
2013		6,135

9) Debt

Short-term and long-term debt consisted of the following at December 31, 2008 and 2007:

	2008			2007
SHORT-TERM DEBT
U.S. Revolver A (a)	$	18,000		$	4,300
Mexico		1,700			—
Other foreign		1,500			2,312
Trade acceptances (c)		9,997			12,127
Total short-term debt		31,197			18,739
LONG-TERM DEBT
6.76% insurance company loan due in scheduled installments from 2007 through 2015 (b)		56,816			63,228
U.S. Revolver B (a)		24,018			—
Industrial development revenue bonds at a 3.22% weighted average rate, due in varying amounts through 2009 (d)		3,500			3,600
Other, primarily capital leases		1,522			921
Total long-term debt		85,856			67,749
Less current portion		(10,838	)		(7,037	)
Total long-term portion		75,018			60,712
TOTAL SHORT-TERM AND LONG-TERM DEBT	$	117,053		$	86,488

(a) On January 2, 2008, the Company and its Canadian, U.K. and material domestic subsidiaries entered into a First Amendment to its Amended and Restated Credit Agreement (the “2008 Senior Credit Facility”) dated as of September 5, 2006 with its lending syndicate. The First Amendment to the Amended Senior Credit Facility provides a $230,000 five-year secured revolver. The facility consists of (i) a $170,000 revolving “A” loan (the “U.S. Revolver A”) to be drawn by the Company from time to time, (ii) a $50,000 multicurrency

49

	revolving “B” loan (the “U.S. Revolver B” and with the U.S. Revolver A, the “U.S. Facility”) to be drawn by the Company or its U.K. subsidiary from time to time, and (iii) a Cdn. $9,800 revolving loan (corresponding to $10,000 in U.S. dollars as of the amendment closing date) (the “Canadian Facility”) to be drawn by the Canadian subsidiary from time to time. In addition, the maturity date of the 2008 Senior Credit Facility was extended to January 2, 2013. The obligations of the U.K. subsidiary under the U.S. Revolver B are guaranteed by the Company and its material domestic subsidiaries (the “Guarantee Subsidiaries”) pursuant to a U.K. Guarantee Agreement entered into by the Company and the Guarantee Subsidiaries on January 2, 2008 (the “U.K. Guarantee Agreement”). The U.S. Revolver A letter of credit sub-facility was increased from $15,000 to $20,000. The Company’s U.K. subsidiary drew £14,900 (or $29,600) of the amount available under the U.S. Revolver B to finance the acquisition of Metals U.K. Group on January 3, 2008 (see Note 2).
	The U.S. Facility is guaranteed by the material domestic subsidiaries of the Company and is secured by substantially all of the assets of the Company and its domestic subsidiaries. The obligations of the Company rank pari passu in right of payment with the Company’s long-term notes. The U.S. Facility contains a letter of credit sub-facility providing for the issuance of letters of credit up to $20,000. Depending on the type of borrowing selected by the Company, the applicable interest rate for loans under the U.S. Facility is calculated as a per annum rate equal to (i) LIBOR plus a variable margin or (ii) “Base Rate”, which is the greater of the U.S. prime rate or the federal funds effective rate plus 0.5%, plus a variable margin. The margin on LIBOR or Base Rate loans may fall or rise as set forth in the 2008 Senior Credit Facility depending on the Company’s debt-to-capital ratio as calculated on a quarterly basis.
	The Canadian Facility is guaranteed by the Company and is secured by substantially all of the assets of the Canadian subsidiary. The Canadian Facility provides for a letter of credit sub-facility providing for the issuance of letters of credit in an aggregate amount of up to Cdn. $2,000. Depending on the type of borrowing selected by the Canadian subsidiary, the applicable interest rate for loans under the Canadian Facility is calculated as a per annum rate equal to (i) for loans drawn in U.S. dollars, the rate plus a variable margin is the same as the U.S. Facility and (ii) for loans drawn in Canadian dollars, the applicable CDOR rate for banker’s acceptances of the applicable face value and tenor or the greater of (a) the Canadian prime rate or (b) the one-month CDOR rate plus 0.5%. The margin on the loans drawn under the Canadian Facility may fall or rise as set forth in the agreement depending on the Company’s debt-to-total capital ratio as calculated on a quarterly basis.
	The U.S. Facility and the Canadian Facility are each an asset-based loan with a borrowing base that fluctuates primarily with the Company’s and the Canadian subsidiary’s receivable and inventory levels. The covenants contained in the 2008 Senior Credit Facility, including financial covenants, match those set forth in the Company’s long-term note agreements. These covenants limit certain matters, including the incurrence of liens, the sale of assets, and mergers and consolidations, and include a maximum debt-to-working capital ratio, a maximum debt-to-total capital ratio and a minimum net worth provision. There is also a provision to release liens on the assets of the Company and all of its subsidiaries should the Company achieve an investment grade credit rating.
	The Company has classified U.S. Revolver A as short-term based on its ability and intent to repay amounts outstanding under this instrument within the next 12 months. U.S. Revolver B is classified as long-term as the Company’s cash projections indicate that amounts outstanding under this instrument are not expected to be repaid within the next 12 months. As of December 31, 2008, the Company had availability of $143,367 under its U.S. Revolver A and $25,982 under its U.S. Revolver B. The Company’s Canadian subsidiary had availability of $10,000. The weighted average interest rate for borrowings under the U.S. Revolver A and U.S. Revolver B as of December 31, 2008 was 4.33% and 6.41%, respectively.
(b)	On November 17, 2005, the Company entered into a ten year note agreement (the “Note Agreement”) with an insurance company and its affiliate pursuant to which the Company issued and sold $75,000 aggregate principal amount of the Company’s 6.26% senior secured notes due in scheduled installments through November 17, 2015 (the “Notes”). On January 2, 2008, the Company and its material domestic subsidiaries entered into a Second Amendment with its insurance company and affiliate to amend the covenants on the Notes so as to be substantially the same as the 2008 Senior Credit Facility.

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	Interest on the Notes accrues at the rate of 6.26% annually, payable semi-annually. Per the Note Agreement, the interest rate on the Notes increased by 0.5% per annum to 6.76% on December 1, 2006. This rate will remain in effect until the Company achieves an investment grade credit rating on its senior indebtedness, at which time the interest rate on the Notes reverts back to 6.26%.
	The Company’s annual debt service requirements under the Notes, including annual interest payments, will equal approximately $10,223 to $10,631 per year. The Notes may not be prepaid without a premium.
	The Notes are senior secured obligations of the Company and are pari passu in right of payment with the Company’s other senior secured obligations, including the 2008 Senior Credit Facility. The Notes are secured, on an equal and ratable basis with the Company’s obligations under the 2008 Senior Credit Facility, by first priority liens on all of the Company’s and its U.S. subsidiaries’ material assets and a pledge of all of the Company’s equity interests in certain of its subsidiaries. The Notes are guaranteed by all of the Company’s material U.S. subsidiaries.
	The covenants and events of default contained in the Note Agreement, including the financial covenants, are substantially the same as those contained in the 2008 Senior Credit Facility. The events of default include the failure to pay principal or interest on the Notes when due, failure to comply with covenants and other agreements contained in the Note Agreement, defaults under other material debt instruments of the Company or its subsidiaries, certain judgments against the Company or its subsidiaries or events of bankruptcy involving the Company or its subsidiaries, the failure of the guarantees or security documents to be in full force and effect or a default under those agreements, or the Company’s entry into a receivables securitization facility. Upon the occurrence of an event of default, the Company’s obligations under the Notes may be accelerated.
	The Company used the proceeds of the Notes, together with cash on hand, to prepay in full all of its obligations under its former long-term senior secured notes.
c)	At December 31, 2008, the Company had $9,997 in outstanding trade acceptances with varying maturity dates ranging up to 120 days. The weighted average interest rate was 4.41% for 2008.
d)	The industrial revenue bonds are based on an adjustable rate bond structure and are backed by a letter of credit.

     Aggregate annual principal payments required on the Company’s total long-term debt for each of the next five years and beyond are as follows:

2009	$	10,838
2010		7,688
2011		7,939
2012		8,197
2013		32,575
2014 and beyond		18,619
Total debt	$	85,856

     Net interest expense reported on the consolidated statements of operations was reduced by interest income from investment of excess cash balances of $841 in 2008, $400 in 2007, and $1,089 in 2006.

     The fair value of the Company’s fixed rate debt as of December 31, 2008, including current maturities, was estimated to be between $43,200 and $49,300, compared to a carrying value of $56,816. The fair value of the fixed rate debt was determined using a market approach, which estimates fair value based on companies with similar debt ratings and size of debt issuances. The carrying value of the Company’s variable rate debt approximates fair value as of December 31, 2008 and 2007.

     As of December 31, 2008, the Company remains in compliance with the covenants of its financial agreements, which requires it to maintain certain funded debt-to-capital ratios, working capital-to-debt ratios and a minimum adjusted consolidated net worth as defined within the agreements.

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(10) Share-based Compensation

     The Company accounts for its share-based compensation arrangements by recognizing compensation expense for the fair value of the share awards granted ratably over their vesting period in accordance with SFAS No. 123R, “Share-Based Payment.” The consolidated compensation cost recorded for the Company’s share-based compensation arrangements was $454, $5,018 and $4,485 for 2008, 2007 and 2006, respectively. The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $177, $1,957, and $1,749 in 2008, 2007 and 2006, respectively. All compensation expense related to share-based compensation arrangements is recorded in sales, general and administrative expense. The unrecognized compensation cost as of December 31, 2008 associated with all share-based payment arrangements is $666 and the weighted average period over which it is to be expensed is 1.2 years.

     Restricted Stock, Stock Option and Equity Compensation Plans — The Company maintains certain long-term stock incentive and stock option plans for the benefit of officers, directors and other key management employees. A summary of the authorized shares under these plans is detailed below:

Plan Description	Authorized Shares
1995 Directors Stock Option Plan		188
1996 Restricted Stock and Stock Option Plan		938
2000 Restricted Stock and Stock Option Plan		1,200
2004 Restricted Stock, Stock Option and Equity Compensation Plan		1,350
2008 Restricted Stock, Stock Option and Equity Compensation Plan		2,000

     In 2006, the Company began to utilize restricted stock to compensate non-employee directors and non-vested shares issued under the long-term incentive performance plans (“LTIP Plans”) as its long-term incentive compensation method for officers and other key management employees. During 2008, the Company had LTIP Plans in effect for years 2007 and 2008. Stock options may be granted in the future under certain circumstances when deemed appropriate by management and the Board of Directors.

Stock Options

     The Company’s stock options have been granted with an exercise price equal to the market price of the Company’s stock on the date of the grant and have a contractual life of 10 years. Options and restricted stock grants generally vest in one to five years for executive and employee option grants and one year for options and restricted stock grants granted to directors. The Company generally issues new shares upon the exercise of stock options. A summary of the stock option activity under the Company’s share-based compensation arrangements is shown below:

				Weighted Average
				Exercise
	Shares			Price
Outstanding at January 1, 2008		284		$	11.68
Granted		—			—
Expired		(2	)	$	20.25
Exercised		(36	)	$	12.31
Outstanding at December 31, 2008		246		$	11.49
Vested or expected to vest as of December 31, 2008		246

     As of December 31, 2008, all of the options outstanding were exercisable and had a weighted average contractual life of 4.6 years. The total intrinsic value of options exercised during the years ended December 31, 2008, 2007 and 2006, was $677, $2,083 and $6,552, respectively. The total intrinsic value of options outstanding at December 31, 2008 is $453. There was no unrecognized compensation cost related to stock option compensation arrangements.

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     There were no stock option grants during 2007 or 2008. The fair value of the options granted during 2006 was estimated using the Black-Scholes option pricing model using the following assumptions:

	2006
Risk free interest rate		4.72	%
Expected dividend yield		0.85	%
Expected option term	10 Yrs
Expected volatility		50	%
The estimated weighted average fair value on the date granted based on the above assumptions	$	16.93

Restricted Stock

     As of December 31, 2008, there was no unrecognized compensation cost related to non-vested restricted stock-option compensation arrangements. The total fair value of shares vested during the years ended December 31, 2008, 2007 and 2006 was $665, $602 and $1,385, respectively.

     The fair value of the non-performance based restricted stock awards is established as the stock market price on the date of grant. A summary of the restricted stock activity under the Company’s share-based compensation arrangements is shown below:

				Weighted-Average
				Grant Date
Restricted Stock	Shares			Fair Value
Non-vested shares outstanding at January 1, 2008		53		$	28.51
Granted		41		$	25.77
Forfeited		(5	)	$	25.87
Vested		(21	)	$	31.77
Non-vested shares outstanding at December 31, 2008		68		$	26.23

Deferred Compensation Plan

The Company maintains a Board of Director’s Deferred Compensation Plan for directors who are not officers of the Company. Under this plan, directors have the option to defer payment of their retainer and meeting fees into either a stock equivalent unit account or an interest account. Disbursement of the interest account and the stock equivalent unit account can be made only upon a director’s resignation, retirement or death, or otherwise as a lump sum or in installments on one or more distribution dates at the directors election made at the time of the election to defer compensation. Disbursement is generally made in cash, but the stock equivalent unit account disbursement may be made in common shares at the director’s option. Fees deferred into the stock equivalent unit account are a form of share-based payment and are accounted for as a liability award which is re-measured at fair value at each reporting date. As of December 31, 2008, a total of 27 common share equivalent units are included in the director stock equivalent unit accounts. Compensation expense (benefit) related to the fair value re-measurement associated with this plan at December 31, 2008, 2007 and 2006 was approximately $(396), $41 and $80, respectively.

Long-Term Incentive Performance Plans

Long-Term Incentive Performance Plans — The Company maintains LTIP Plans for officers and other key management employees. Under the LTIP Plans, selected officers and other key management employees are eligible to receive share-based awards. Final award vesting and distribution of awards granted under the LTIP Plans are determined based on the

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Company’s actual performance versus the target goals for a three-year consecutive period (as defined in the 2005, 2007 and 2008 Plans, respectively). Partial awards can be earned for performance less than the target goal, but in excess of minimum goals; and award distributions twice the target can be achieved if the maximum goals are met or exceeded. The performance goals are three-year cumulative net income and average return on total capital for the same three year period. Unless covered by a specific change-in-control or severance arrangement, individuals to whom awards have been granted under the LTIP Plans must be employed by the Company at the end of the performance period or the award will be forfeited. Compensation expense recognized is based on management’s expectation of future performance compared to the pre-established performance goals. If the performance goals are not met, no compensation expense is recognized and any previously recognized compensation expense would be reversed.

2005 Plan — Based on the actual results of the Company for the three-year period ended December 31, 2007, the maximum number of shares (724) was earned under the 2005 Plan. During the first quarter of 2008, 483 shares were issued to participants at a market price of $25.13 per share. The remaining 241 shares were withheld to fund required withholding taxes. The excess tax benefit recorded to additional paid-in capital as a result of the share issuance was $2,665.

2007 Plan — The fair value of the awards granted under the 2007 Plan ranged from $25.45 to $34.33 per share and was established using the market price of the Company’s stock on the dates of grant. As of December 31, 2008, based on its current projections, the Company estimates that no shares will be issued under the 2007 Plan. The maximum number of shares that could potentially be issued under the 2007 Plan is 197. The shares associated with the 2007 Plan will be distributed in 2010, contingent upon the Company meeting performance goals over the three-year period ending December 31, 2009.

2008 Plan — The fair value of the awards granted under the 2008 Plan ranged from $22.90 to $28.17 per share and was established using the market price of the Company’s stock on the dates of grant. As of December 31, 2008, based on its current projections, the Company estimates that no shares will be issued under the 2008 Plan. The maximum number of shares that could potentially be issued under the 2008 Plan is 417. The shares associated with the 2008 Plan will be distributed in 2011, contingent upon the Company meeting performance goals over the three-year period ending December 31, 2010.

(11) Common and Preferred Stock

In November 2002, the Company’s largest stockholder purchased through a private placement $12,000 of eight percent cumulative convertible preferred stock. The initial conversion price of the preferred stock was $6.69 per share. At the time of the purchase, the shareholder, on an as-converted basis, increased its holdings and voting power in the Company by approximately five percent. The terms of the preferred stock included: the participation in any dividends on the common stock, subject to a minimum eight-percent dividend; voting rights on an as-converted basis and customary anti-dilution and preemptive rights.

     In May 2007, the Company completed a secondary public offering of 5,000 shares of its common stock at $33.00 per share. Of these shares, the Company sold 2,348 plus an additional 652 to cover over-allotments. Selling stockholders sold 2,000 shares. Concurrent with the secondary equity offering, the selling preferred stockholder opted to convert preferred stock into common stock and the converted common stock was subsequently included in the secondary offering by the selling preferred stockholder.

     The Company realized net proceeds from the equity offering of $92,883. The Company did not receive any proceeds from the sale of shares by the selling stockholders.

(12) Commitments and Contingent Liabilities

As of December 31, 2008, the Company had $6,933 of irrevocable letters of credit outstanding which primarily consisted of $3,500 in support of the outstanding industrial revenue bonds and $1,900 for compliance with the insurance reserve requirements of its workers’ compensation insurance carrier.

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     The Company is a defendant in several lawsuits arising from the operation of its business. These lawsuits are incidental and occur in the normal course of the Company’s business affairs. It is the opinion of the management, based on current knowledge, that no uninsured liability will result from the outcome of this litigation that would have a material adverse effect on the consolidated results of operations, financial condition or cash flows of the Company.

(13) Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) as reported in the consolidated balance sheets as of December 31, 2008 and 2007 was comprised of the following:

	2008			2007
Foreign currency translation (losses) gains	$	(5,793	)	$	7,837
Unrecognized pension and postretirement benefit costs, net of tax		(5,669	)		(6,339	)
Total accumulated other comprehensive (loss) income	$	(11,462	)	$	1,498

(14) Selected Quarterly Data (Unaudited)

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
2008
Net sales	$	393,479	$	397,115	$	388,898	$	321,544
Gross profit (a)		57,799		53,761		55,004		32,979
Net income (loss)		13,814		11,251		11,478		(53,625	)
Basic earnings (loss) per share	$	0.62	$	0.50	$	0.51	$	(2.37	)
Diluted earnings (loss) per share	$	0.62	$	0.49	$	0.50	$	(2.37	)
Common stock dividends declared	$	0.06	$	0.06	$	0.06	$	0.06
2007
Net sales	$	375,351	$	372,608	$	350,319	$	322,075
Gross profit (a)		65,435		63,075		57,159		42,159
Net income		15,835		16,362		12,910		6,699
Preferred dividends		243		350		—		—
Net income applicable to common stock		15,592		16,012		12,910		6,699
Basic earnings per share	$	0.84	$	0.81	$	0.58	$	0.30
Diluted earnings per share	$	0.81	$	0.78	$	0.57	$	0.29
Common stock dividends declared	$	0.06	$	0.06	$	0.06	$	0.06

(a) Gross profit equals net sales minus cost of materials, warehouse, processing, and delivery costs and less depreciation and amortization expense.

(15) Subsequent Event

On March 5, 2009 the Board of directors declared a regular quarterly cash dividend of $0.06 per share of common stock. The dividend is payable April 2, 2009 to shareholders of record March 19, 2009.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of A.M. Castle & Co.
Franklin Park, Illinois

We have audited the accompanying consolidated balance sheets of A.M. Castle & Co. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of A.M. Castle & Co. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth herein.

     We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2009, expressed an unqualified opinion on the Company’s internal control over financial reporting.

DELOITTE & TOUCHE LLP

Chicago, Illinois
March 11, 2009

56

MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

     The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in the Securities Exchange Act of 1934 rule 240.13a-15(f). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

     Internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.

     The Company, under the direction of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2008 based upon the framework published by the Committee of Sponsoring Organizations of the Treadway Commission, referred to as the Internal Control — Integrated Framework.

     Based on our evaluation under the framework in Internal Control — Integrated Framework, the Company’s management has concluded that our internal control over financial reporting was effective as of December 31, 2008.

     In accordance with SEC regulations, management excluded from its assessment the internal control over financial reporting at Metals U.K. Group, which was acquired on January 3, 2008 and whose financial statements constitute 4% of total assets and of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2008.

     The effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.

March 11, 2009

57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of A.M. Castle & Co.
Franklin Park, Illinois

We have audited the internal control over financial reporting of A.M. Castle & Co. and subsidiaries (the “Company”) as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Assessment of Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Metals U.K. Group, which was acquired on January 3, 2008 and whose financial statements constitute 4% of total assets and of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2008. Accordingly, our audit did not include the internal control over financial reporting at Metals U.K. Group. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

     A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

     Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

     We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2008 of the Company and our report dated March 11, 2009, expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

DELOITTE & TOUCHE LLP

Chicago, Illinois
March 11, 2009

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ITEM 9 — Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

     None.

ITEM 9A — Controls & Procedures

Disclosure Controls and Procedures

     A review and evaluation was performed by the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Security Exchange Act of 1934). Based upon that review and evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2008.

Management’s Annual Report on Internal Control Over Financial Reporting

     Management’s report on internal control over financial reporting is included in Part II of this report and incorporated in this Item 9A by reference.

Change in Internal Control Over Financial Reporting

     An evaluation was performed by the Company’s management, including the CEO and CFO, of any changes in internal controls over financial reporting that occurred during the last fiscal quarter and that materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. That evaluation did not identify any change in the Company’s internal control over financial reporting that occurred during the latest fiscal quarter and that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Item 9B — Other Information

     None.

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PART III

ITEM 10 — Directors, Executive Officers and Corporate Governance

Executive Officers of The Registrant

The following selected information for each of our current executive officers (as defined by regulations of the SEC) was prepared as of March 11, 2009.

Name and Title	Age		Business Experience
Michael H. Goldberg President & Chief Executive Officer		55	Mr. Goldberg was elected President and Chief Executive Officer in 2006. Prior to joining the Registrant, he was Executive Vice President of Integris Metals (an aluminum and metals service center) from 2001 to 2005. From 1998 to November 2001, Mr. Goldberg was Executive Vice President of North American Metals Distribution Group, a division of Rio Algom LTD.
Stephen V. Hooks Executive Vice President and President, Castle Metals		57	Mr. Hooks began his employment with the registrant in 1972. He was elected to the position of Vice President — Midwest Region in 1993, Vice President - Merchandising in 1998, Senior Vice President—Sales & Merchandising in 2002 and Executive Vice President of the registrant and Chief Operating Officer of Castle Metals in January 2004. In 2005, Mr. Hooks was appointed President of Castle Metals.
Scott F. Stephens Vice President, Chief Financial Officer and Treasurer		39	Mr. Stephens began his employment with the registrant in July 2008 and was elected to the position of Vice President, Chief Financial Officer, and Treasurer. Formerly, he served as the CFO of Lawson Products, Inc. (a distributor of services, systems and products to the MRO and OEM marketplace) since 2004, and CFO of The Wormser Company from 2001 to 2004.
Kevin Coughlin Vice President, Operations		58	Mr. Coughlin began his employment with the registrant in 2005 and was appointed to the position of Vice President-Operations. Prior to joining the registrant he was Director of Commercial Vehicle Electronics and Automotive Starter Motor Groups for Robert Bosch-North America from 2001 to 2004 and Vice President of Logistics and Services for the Skill-Bosch Power Tool Company from 1997 to 2000.
Robert J. Perna Vice President General Counsel and Secretary		45	Mr. Perna began his employment with the registrant in November 2008 and was elected to the position of Vice President-General Counsel and Secretary. Prior to joining the registrant he was General Counsel, North America, CNH America, LLC (a manufacturer of agricultural and construction equipment) since 2007, and he also served as Associate General Counsel and Corporate Secretary for Navistar International Corporation (a manufacturer of commercial trucks and diesel engines) back to April 2001.
Kevin P. Fitzpatrick Vice President, Human Resources		44	Mr. Fitzpatrick began his employment with the registrant in January 2009 and was elected to the position of Vice President-Human Resources. Prior to joining the registrant he was Vice President-North American Human Resources and Administration for UPM-Kymmene Corporation (a forest industry company) since 2001.

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Name and Title	Age		Business Experience
Patrick R. Anderson Vice President, Corporate Controller and Chief Accounting Officer		37	Mr. Anderson began his employment with the registrant in 2007 and was appointed to the position of Vice President, Corporate Controller and Chief Accounting Officer. Prior to joining the registrant, he was employed as a Senior Manager with Deloitte & Touche LLP where he was employed from 1994 to 2007.
Curtis M. Samford Vice President and President, Castle Metals Oil & Gas		48	Mr. Samford began his employment in March 2008 as Vice President of the registrant and President of Castle Metals Oil & Gas. Mr. Samford formerly was a Vice President with Alcoa, Inc. (an aluminum producer) from 2005 through 2007 and Vice President, Commercial Operations with UniPure Corporation (an energy technology company) through 2001.
Blain A. Tiffany Vice President and President, Castle Metals Aerospace		50	Mr. Tiffany began his employment with the registrant in 2000 and was appointed to the position of District Manager. He was appointed Eastern Region Manager in 2003, Vice President — Regional Manager in 2005 and in 2006 was appointed to the position of Vice President — Sales. In 2007 Mr. Tiffany was appointed to the position of Vice President of the registrant and President of Castle Metals Plate. In January 2009 Mr. Tiffany was elected to the Position of Vice President of the registrant and President of Castle Metals Aerospace.
Thomas L. Garrett Vice President and President, Total Plastics, Inc.		46	Mr. Garrett began his employment with Total Plastics, Inc., a wholly owned subsidiary of the registrant, in 1988 and was appointed to the position of Controller. In 1996, he was elected to the position of Vice President and in 2001 was appointed to the position of Vice President of the registrant and President of Total Plastics, Inc.

     All additional information required to be filed in Part III, Item 10, Form 10-K, has been included in the Definitive Proxy Statement dated March 20, 2009 to be filed with the Securities and Exchange Commission, pursuant to Regulation 14A entitled “Proposal 1- Election of Directors,” “Certain Governance Matters,” and “Section 16(A) Beneficial Ownership Reporting Compliance,” and is hereby incorporated by this specific reference.

ITEM 11 — Executive Compensation

All information required to be filed in Part III, Item 11, Form 10-K, has been included in the Definitive Proxy Statement dated March 20, 2009 to be filed with the Securities and Exchange Commission, pursuant to Regulation 14A entitled “Compensation Discussion and Analysis,” “Report of the Human Resources Committee,” “Compensation Committee Interlocks and Insider Participation,” “Non-Employee Director Compensation,” and “Executive Compensation and Other Information” and is hereby incorporated by this specific reference.

ITEM 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required to be filed in Part III, Item 12, Form 10-K, has been included in the Definitive Proxy Statement dated March 20, 2009 to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, entitled “Stock Ownership of Nominees, Management and Principal Stockholders” and “Equity Compensation Plan Information” is hereby incorporated by this specific reference.

     Other than the information provided above, Part III has been omitted pursuant to General Instruction G for Form 10-K and Rule 12b-23 since the Company will file a Definitive Proxy Statement not later than 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A, which involves the election of Directors.

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The following graph compares the cumulative total stockholder return on our common stock for the five-year period ended December 31, 2008, with the cumulative total return of the Standard and Poor’s 500 Index and to a peer group of metals distributors. The comparison in the graph assumes the investment of $100 on December 31, 2003. Cumulative total stockholder return means share price increases or decreases plus dividends paid, with the dividends reinvested.

* $100 invested on 12/31/03 in stock or index including reinvestment of dividends. Fiscal year ending December 31.

Copyright © 2009 Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved. www.researchdatagroup.com/S&P.htm

	12/04		12/05		12/06		12/07		12/08
A. M. Castle & Co.		163.56		299.18		351.31		378.50		152.61
S & P 500		110.88		116.33		134.70		142.10		89.53
Peer Group*		132.36		194.65		243.73		338.42		133.39

* Peer Group consists of Olympic Steel, Inc. and Reliance Steel & Aluminum Co.

ITEM 13 — Certain Relationships and Related Transactions, and Director Independence

All information required to be filed in Part III, Item 13, Form-10K, has been included in the Definitive Proxy Statement dated March 20, 2009 to be filed with the Securities and Exchange Commission pursuant to Regulation 14A entitled “Related Party Transactions” and “Director Independence; Financial Experts” is hereby incorporated by this specific reference.

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ITEM 14 — Principal Accountant Fees and Services

All information required to be filed in Part III, Item 14, Form 10-K, has been included in the Definitive Proxy Statement dated March 20, 2009 to be filed with the Securities and Exchange Commission, pursuant to Regulation 14A entitled “Audit and Non-audit Fees” and “Pre-approval Policy for Audit and Non-audit Services” is hereby incorporated by this specific reference.

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PART IV

ITEM 15 — Exhibits and Financial Statement Schedules

A. M. Castle & Co.
Index To Financial Statements and Schedules

	Page
Consolidated Statements of Operations — For the years ended December 31, 2008, 2007 and 2006		28
Consolidated Balance Sheets — December 31, 2008 and 2007		29
Consolidated Statements of Cash Flows — For the years ended December 31, 2008, 2007 and 2006		30
Consolidated Statements of Stockholders’ Equity — For the years ended December 31, 2008, 2007 and 2006		31
Notes to Consolidated Financial Statements		32-55
Report of Independent Registered Public Accounting Firm		56
Management’s Assessment of Internal Control Over Financial Reporting		57
Report of Independent Registered Public Accounting Firm		58
Valuation and Qualifying Accounts — Schedule II		68

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The following exhibits are filed herewith or incorporated by reference.

Exhibit
Number	Description of Exhibit
2.1	Stock Purchase Agreement dated as of August 12, 2006 by and among A. M. Castle & Co. and Transtar Holdings #2, LLC. Filed as Exhibit2.1 to Form 8-K filed August 17, 2006. Commission File No. 1-5415.
3.1	Articles of Incorporation of the Company. Filed as Appendix D to Proxy Statement filed March 23, 2001. Commission File No. 1-5415.
3.2	By-Laws of the Company. Filed as Exhibit 3.2 to Annual Report on Form 10-K for the period ended December 31, 2007, which was filed on March 10, 2008. Commission File No. 1-5415.
4.1	Note Agreement dated November 17, 2005 for 6.26% Senior Secured Note Due November 17, 2005 between the Company as issuer and the Prudential Insurance Company of American and Prudential Retirement Insurance and Annuity Company as Purchasers. Filed as Exhibit 10 to Form 8-K filed November 21, 2005. Commission File No. 1-5415.
4.2	Amendment No. 1 to Note Agreement, dated September 5, 2006, between the Company and The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company Amendment. Filed as Exhibit 10.16 to Form 8-K filed September 8, 2006. Commission File No. 1-5415.
4.3	Amendment No. 2 to Note Agreement, dated January 2, 2008, between the Company and The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company Amendment. Filed as Exhibit 10.14 to Form 8-K filed January 4, 2008. Commission File No. 1-5415.
4.4	Amended and Restated Credit Agreement, dated September 5, 2006, by and between A. M. Castle & Co. and Bank of America, N.A., as U.S. Agent, Bank of America, N.A., Canada Branch, as Canadian Agent, JPMorgan Chase Bank, N.A. as Syndication Agent and LaSalle Business Credit, LLC as Documentation Agent. Filed as Exhibit 10.11 to Form 8-K filed September 8, 2006. Commission File No. 1-5415.
4.5	First Amendment to Credit Agreement, dated January 2, 2008, by and between A. M. Castle & Co., A.M. Castle & Co. (Canada) Inc., A.M. Castle Metals UK, Limited, certain subsidiaries of the Company, the lenders party thereto, Bank of America, N.A.. as U.S. Agent and Bank of America, N.A., Canada Branch, as Canadian Agent. Filed as Exhibit 10.11 to Form 8-K filed January 4, 2008. Commission File No. 1-5415.
4.6	Guarantee Agreement, dated September 5, 2006, by and between the Company and the Guarantee Subsidiaries. Filed as Exhibit 10.12 to Form 8-K filed September 8, 2006. Commission File No. 1-5415.
4.7	U.K. Guarantee Agreement, dated January 2, 2008, by the Company and the Guarantee Subsidiaries. Filed as Exhibit 10.12 to Form 8-K filed January 4, 2008. Commission File No. 1-5415.
4.8	Amended and Restated Collateral Agency and Intercreditor Agreement, dated September 5, 2006 by and among A.M. Castle & Co., Bank of America, N.A., as Collateral Agent, The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company and The Northern Trust Company. Filed as Exhibit 10.13 to Form 8-K filed September 8, 2006. Commission File No. 1-5415.

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Exhibit
Number	Description of Exhibit
4.9	First Amendment to Amended and Restated Collateral Agency and Intercreditor Agreement, dated January 2, 2008 by and among A.M. Castle & Co., Bank of America, N.A., as Collateral Agent, The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company and The Northern Trust Company. Filed as Exhibit 10.13 to Form 8-K filed January 4, 2008. Commission File No. 1-5415.
4.10	Amended and Restated Security Agreement, dated September 5, 2006, among the Company and the Guarantee Subsidiaries. Filed as Exhibit 10.14 to Form 8-K filed September 8, 2006. Commission File No. 1-5415.
4.11	Guarantee Agreement, dated September 5, 2006, by and between the Company and Canadian Lenders and Bank of America, N.A. Canadian Branch, as Canadian Agent. Filed as Exhibit 10.15 to Form 8-K filed September 8, 2006. Commission File No. 1-5415.
	Instruments defining the rights of holders of other unregistered long-term debt of A.M. Castle & Co. and its subsidiaries have been omitted from this exhibit index because the amount of debt authorized under any such instrument does not exceed 10% of the total assets of the Registrant and its consolidated subsidiaries. The Registrant agrees to furnish a copy of any such instrument to the Commission upon request.
10.1*	A. M. Castle & Co. 2004 Restricted Stock, Stock Option and Equity Compensation Plan. Filed as Appendix D to Proxy Statement filed March 12, 2004. Commission File No. 1-5415.
10.2*	Employment/Non-Competition Agreement with Company’s President and CEO dated January 26, 2006. Filed as Exhibit 10.4 to Annual Report on Form 10-K for the period ended December 31, 2005, which was filed on March 31, 2006. Commission File No. 1-5415.
10.3*	Change in Control Agreement with Company’s President and CEO dated January 26, 2006.
10.4*	Form of Severance Agreement which is executed with all executive officers, except the CEO.
10.5*	Form of Change of Control Agreement which is executed with all executive officers.
10.6*	A. M. Castle & Co. 1995 Director Stock Option Plan. Filed as Exhibit A to Proxy Statement filed March 7, 1995. Commission File No. 1-5415.
10.7*	A. M. Castle & Co. 1996 Restricted Stock and Stock Option Plan. Filed as Exhibit A to Proxy Statement filed March 8, 2006. Commission File No. 1-5415.
10.8*	A. M. Castle & Co. 2000 Restricted Stock and Stock Option Plan. Filed as Appendix B to Proxy Statement filed March 23, 2001. Commission File No. 1-5415.
10.9*	A. M. Castle & Co. 2004 Restricted Stock, Stock Option Plan and Equity Compensation Plan. Filed as Exhibit D to Proxy Statement filed March 12, 2004. Commission File No. 1-5415.
10.10*	A. M. Castle & Co. 2008 Restricted Stock, Stock Option Plan and Equity Compensation Plan as amended and restated as of March 5, 2009.

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Exhibit
Number	Description of Exhibit
10.11*	Form of Restricted Stock Award Agreement under A. M. Castle & Co. 2008 Restricted Stock, Stock Option Plan and Equity Compensation Plan.
10.12*	Form of Performance Share Award Agreement under A. M. Castle & Co. 2008 Restricted Stock, Stock Option Plan and Equity Compensation Plan.
10.13*	A. M. Castle & Co. Directors Deferred Compensation Plan, as amended and restated as of October 22, 2008.
10.14*	A. M. Castle & Co. Supplemental 401(k) Savings and Retirement Plan, as amended and restated, effective as of January 1, 2009.
10.15*	A. M. Castle & Co. Supplemental Pension Plan, as amended and restated, effective as of January 1, 2009.
21.1	Subsidiaries of Registrant
23.1	Consent of Independent Registered Public Accounting Firm
31.1	Certification by Michael H. Goldberg, President and Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification by Scott F. Stephens, Vice President and Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification by Michael H. Goldberg, President and Chief Executive Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
32.2	Certification by Scott F. Stephens, Vice President and Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

* These agreements are considered a compensatory plan or arrangement.

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SCHEDULE II

A. M. Castle & Co.

Accounts Receivable — Allowance for Doubtful Accounts
Valuation and Qualifying Accounts
For The Years Ended December 31, 2008, 2007 and 2006

(Dollars in thousands)

			2008			2007			2006
Balance, beginning of year			$	3,220		$	3,112		$	1,763
Add	—	Provision charged to expense		1,600			647			1,095
	—	Transtar allowance at date of acquisition		—			—			1,229
	—	Metals U.K. allowance at date of acquisition		523			—			—
	—	Recoveries		132			262			567
Less	—	Uncollectible accounts charged against allowance		(2,157	)		(801	)		(1,542	)
Balance, end of year			$	3,318		$	3,220		$	3,112

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

A. M. Castle & Co.
(Registrant)
By:	/s/ Patrick R. Anderson
	Patrick R. Anderson, Vice President —
	Controller and Chief Accounting Officer (Principal Accounting Officer)

Date: March 11, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as shown following their name on the dates indicated on this 11th day of March, 2009.

/s/ Brian P. Anderson	/s/ Thomas A. Donahoe	/s/ Ann M. Drake
Brian P. Anderson, Director	Thomas A. Donahoe, Director	Ann M. Drake, Director
/s/ Michael H. Goldberg	/s/ William K. Hall	/s/ Robert S. Hamada
Michael H. Goldberg, President, Chief Executive Officer and Director (Principal Executive Officer)	William K. Hall, Director	Robert S. Hamada, Director
/s/ Patrick J. Herbert, III	/s/ Terrence J. Keating	/s/ Pamela Forbes Lieberman
Patrick J. Herbert, III, Director	Terrence J. Keating, Director	Pamela Forbes Lieberman, Director
/s/ John McCartney	/s/ Michael Simpson	/s/ Scott F. Stephens
John McCartney, Chairman of the Board	Michael Simpson, Director	Scott F. Stephens, Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-10.3

Exhibit 10.3

CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT, is made and entered into this 26^th day of January 2006, by and between A. M. CASTLE & CO., a Maryland corporation, with offices located at 3400 North Wolf Road, Franklin Park, Illinois 60131 (the “Company”) and MICHAEL GOLDBERG who resides at 8 Black Oak Broad, North Oaks, Minnesota 55127 (“Executive”).

     WHEREAS, the Company desires to be assured that Executive will render services to Company in the event of any Change in Control (as defined below); and

     WHEREAS, Executive is willing to serve Company, but desires assurance that he will be protected in the event of any Change in Control;

     NOW THEREFORE, in consideration of the mutual covenants and promise contained herein, the parties agree as follows:

        1. If:

a.	There is a Change in Control of Company; and
b.	After the date of such Change in Control:

• Executive’s Duties and/or responsibilities have been (i) substantially changed or (ii) reduced; or

• Executive has been transferred or relocated outside the Chicago metropolitan area; or

• Executive’s Compensation has been reduced; and

c. Within 24 months of the Change in Control, Executive voluntarily terminates his employment or Executive’s employment is terminated by the Company for any reason other than discharge for Cause, death or Disability,

then subject to the limitations and conditions of paragraphs 3 and 4 of this Agreement, Company shall provide the benefits described in paragraph 2 of this Agreement (in lieu of any severance benefits under Executive’s Employment/Non-Competition Agreement or under any Company severance plan).

2. Subject to the conditions described in paragraph 1 of this Agreement, Company shall provide and Executive shall receive the following:

a.

A lump sum cash payment in the amount of two times the sum of (i) Executive’s annual base salary as of the date of the Change in Control plus (ii) the target incentive compensation for that same year. Such lump sum shall be payable as soon as practicable after Executive’s date of termination, unless the Company reasonably determines that Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) will result in the imposition of additional tax on account of the payment of this lump sum cash payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) (relating to the required delay in payment to a specified employee pursuant to a separation from service) in which case such payment will in lieu thereof be paid on the date that is six (6) months and one (1) day following the date of the Executive’s separation from service (as defined in Section 409A of the Code) (or, if earlier, the date of death of the Executive) (the “Specified Employee Delayed Payment Date”).

b.

With respect to any granted but not awarded shares under the 2005 Performance Stock Equity Plan or any subsequent plan, the number of shares payable to Executive as of the end of the performance cycle shall be estimated by the Board or Directors of the Company (the “Board”) in good faith*; the resulting number of shares shall be multiplied by a fraction, the numerator of which is the number of whole completed months of service completed by Executive and the denominator of which is the total number of months in the performance cycle, except that, in determining the

* With respect to shares of Performance Stock granted under Paragraph 4(d) of his Employment/Non-Competition Agreement, in no event shall the estimated number of shares be less than 45,000 shares. This minimum target payout does not apply to future awards under the 2005 Performance Stock Equity Plan or any subsequent plan.

	number of shares to be awarded under the 2005 Performance Stock Equity Plan the number of shares shall be computed by multiplying by a fraction the numerator of which is the number of whole completed months of service completed by the Executive and the denominator of which is 24 and he shall be treated as having performed services for the Company from January 1, 2006. The resulting product shall be paid to Executive as soon as practicable following Executive’s termination of employment but in no event later than the fifteenth day of the third month after the date of termination, unless the Company reasonable determines that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) in which case the number of shares or dollar amount will be in lieu thereof be paid on the Specified Employee Delayed Payment Date.
c.	With respect to any outstanding equity compensation awards that are subject to a vesting schedule, such awards shall be fully vested.
d.	Continued coverage at Company’s expense under all of Company’s medical, heath, dental, life and disability plans or, in the event Company’s plans have been terminated, equivalent plan coverages for a period of 24 months after such change of control; provided, however, that Executive’s right to COBRA continuation coverage under any Company group health plan shall be reduced by the number of months of continued coverage provided pursuant to this paragraph.
e.	If Executive is vested in the Company’s tax-qualified 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 Company reasonably determines that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) in which case such payment will be paid on the Specified Employee Delayed Payment Date.
f.	A pro-rata target incentive compensation/bonus payment for the year of termination, based on the target level of payout for the year of termination, payable promptly following the date of termination but in no event later than the fifteenth day of the third month after the date of termination), unless the Company reasonably determines that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) in which case such payment will be paid on the Specified Employee Delayed Payment Date.
g.	Accrued vacation pay through the date of determination or other amounts earned, accrued or owing to Executive but not yet paid as of such date.
h.	Other benefits, if any, in accordance with applicable plans, programs and arrangements of Company; provided, however, that this Agreement shall be the sole source of severance benefits paid by Company with respect to any termination of Executive’s employment covered by this Agreement

3. If any payment or benefit made or provided to or for the benefit of Executive in connection with this Agreement or his employment with Company or the termination thereof (a “Payment”) is determined to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor to such Section) or interest or penalties with respect to such excise tax (such excise tax, together with any interests or penalties thereon, is herein referred to

as an “Excise Tax”), then the aggregate “present value” of those Payments shall be limited in amount to the greater of the following dollar amounts (the “Benefit Limit”):

a.	Three times Executive’s “base amount” less one dollar, or
b.	The amount which yields 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 Section 4999 of the Code.

For purposes of applying the Benefit Limit, the definitions (for such terms as “base amount” and “present value”) and rules set forth in the Treasury Regulations promulgated under Section 280G of the Code shall apply. The amount of the Benefit Limit shall promptly be determined by an independent accounting firm selected by the parties and paid for by Company. Once any disputes have been resolved, then to the extent the aggregate present value of any amounts contingent on a Change in Control exceed the Benefit Limit, then Executive’s cash based Severance Benefits will first be reduced as selected by Executive, and then, if necessary. Executive’s other benefits (based on their parachute value under Section 280G of the Code) shall be reduced to the extent necessary to assure that the Benefit Limit is not exceeded. In the event amount determined under “b” above is greater than that determined under “a” above. Executive shall be responsible for any excise taxes on any benefits payable pursuant to this paragraph.

     4. In consideration of the mutual covenants and agreements contained in this Agreement, Executive agrees to comply with the “Non-Compete” and “Confidential and Proprietary Information” covenants and Company agrees to comply with the “Indemnification” covenants set forth in Executive’s Employment/Non-Competition Agreement.

5. Executive shall have no duty to mitigate his damages by seeking other employment. Should Executive actually receive other payments from any other employment, the payments called for hereunder shall not be reduced or offset by any such future earnings.

6. As used herein, the following definitions shall apply:

a. The term “Change in Control” shall mean either:

i.	Ownership, whether direct or indirect, of shares in excess of 25% of the outstanding shares of common stock of Company by a person or group of persons other than the Simpson Estates; or
ii.	The occurrence of any transaction relating to Company required to be described pursuant to the requirements of Item 14 of Schedule 14A under Regulation 14(a) of the Securities Exchange Act of 1934 as promulgated by Securities and Exchange Commission or Item 5.01 of Form 8-K as promulgated by the Securities and Exchange Commissions.
iii.	Any change in the composition of the Board over a two-year period which results in a majority of the then present directors of 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.

b. All other capitalized terms used herein without definition shall have the same meanings as set forth in Executive’s Employment/Non- Competition Agreement.

7. This Agreement shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto.

8. This Agreement shall terminate if Executive, prior to any acquisition or Change in Control announced in a Company press release, voluntarily resigns, retires, become

permanently and totally Disabled, or dies. This Agreement shall also terminate if Executive’s employment is terminated, prior to any announced acquisition or Change in Control, by the Board, unless Executive can reasonably demonstrate that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in direct anticipation of the Change of Control.

A. M. CASTLE & CO.
By:	/s/ John McCartney
Title:	Lead Director
MICHAEL GOLDBERG
/s/ Michael Goldberg
Executive

EX-10.4

Exhibit 10.4

SEVERANCE AGREEMENT

A.M. CASTLE & CO.

     THIS AGREEMENT (“Agreement”), made and entered into this                      day of                                          , 2008 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and                                          (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 or 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;

2

(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:

(i)	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
(ii)	the Company fails to remedy the conditions which the Executive outlines in his written notice within 30 days of such notice, and
(iii)	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 except if the termination of the Executive is for Good Reason as provided herein.

     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.

3

(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 met, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date.
(c)	[For CFO: 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 to his Termination Date, a lump sum payment in an amount equal to the target number of shares granted to the Executive in the long term incentive plan to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the performance cycle, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date.]
	[For COO: 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;
	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

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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).]

[For Other Executive Officers: N/A]

(d)

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.

(e)

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 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.

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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

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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)

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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 for 12 months after Executive’s Termination Date.
(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

8

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.

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     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:

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to the Company:

A.M. Castle & Co.
3400 North Wolf Road
Franklin Park, IL 60131
Attn: Corporate Secretary

or to the Executive:

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.

[remainder of page intentionally left blank]

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     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

A.M. Castle & Co.

By

Its

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EX-10.5

Exhibit 10.5

CHANGE IN CONTROL AGREEMENT

A.M. CASTLE & CO.

     THIS AGREEMENT (“Agreement”), made and entered into this                      day of                                         , 2008 (the “Effective Date”), by and between A.M. Castle & Co., a Maryland corporation (the “Company”), and                                          (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                                          (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 or 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;

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(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:

(i)	the Executive provides written notice to the Company of the existence of the condition(s) described in this subparagraph (d) potentially constituting Good Reason within 90 days of the initial existence of such conditions, and
(ii)	the Company fails to remedy the conditions within 30 days of such notice, and

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

(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 except if the termination of the Executive is for Good Reason, as provided herein.

     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)	[FOR CFO; COO; VP, HUMAN RESOURCES; AND VP, GENERAL COUNSEL: lump sum severance payment equal to two times the Executive’s annual base salary in effect immediately prior to the Termination Date.]
	[FOR OTHER EXECUTIVE OFFICERS: 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 his Termination Date occurs and had the applicable incentive target(s) for such calendar year been met, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date.
(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 to his Termination Date, a lump sum payment in an amount equal to the target

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number of shares granted to the Executive in the long-term incentive plan 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 multiplied by the fair market value of the shares as of the Termination Date, pro-rated for the number of days during the applicable performance cycle that the Executive was employed prior to the Termination Date.

(d)	[FOR CFO; COO; VP, HUMAN RESOURCES; AND VP, GENERAL COUNSEL: 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.]
	[FOR OTHER EXECUTIVE OFFICERS: N/A]
(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. Payments pursuant to subparagraphs 4(a), 4(b) and 4(c) shall be paid as follows:

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(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 and (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 Executive’s Termination Date 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. [FOR CFO; COO; VP, HUMAN RESOURCES; AND VP, GENERAL COUNSEL: 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.

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(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.]

[FOR ALL OTHER EXECUTIVE OFFICERS: 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 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.

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(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

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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 for 12 months after the Termination Date.
(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.

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     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

10

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:

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to the Company:

A. M. Castle & Co.
3400 North Wolf Road
Franklin Park, IL 60131
Attn: Corporate Secretary

or to the Executive:

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.

[remainder of page intentionally left blank]

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     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

A. M. Castle & Co.

By

Its

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EX-10.10

Exhibit 10.10

A. M. CASTLE & CO
2008 RESTRICTED STOCK, STOCK OPTION AND EQUITY COMPENSATION PLAN
(amended and restated as of March 5, 2009)

I. GENERAL

     1. Purpose. The A. M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan (the “2008 Plan”) has been established by A. M. Castle & Co. (“Castle”) to:

     (a) attract and retain key executive, managerial, supervisory and professional employees;

     (b) attract and align the interest of directors with the long term interests of Castle and stockholders;

     (c) motivate participating employees to put forth their maximum effort for the continued growth of Castle and Subsidiaries;

     (d) further identify Participants’ interests with those of Castle’s shareholders; and

     (e) provide incentive compensation opportunities which are competitive with those of other corporations in the same industries as Castle and its Subsidiaries;

and thereby promote the long-term financial interest of Castle and its Subsidiaries, including the growth in value of Castle’s equity and enhancement of long-term shareholder return.

     2. Effective Date. The 2008 Plan became effective upon the ratification by the holders of the majority of those shares present in person or by proxy at Castle’s 2008 annual meeting of its shareholders and was amended and restated as of March 5, 2009. The 2008 Plan shall be limited in duration to ten (10) years and, in the event of Plan termination, shall remain in effect as long as any awards under it are outstanding.

     3. Definitions. The following definitions are applicable to the 2008 Plan:

     “Board” means the Board of Directors of Castle.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Committee” means the Human Resources Committee and its Subcommittee, or such other committee as may be designated from time to time by the Board comprising of at least three (3) or more members of the Board who are considered “independent” and “disinterested persons” within the meaning of Item 401of Regulation S-K and Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

     “Director” means an “independent” (as that term is defined in Item 401 of Regulation S-K of the Securities Exchange Act of 1934 and the New York Stock Exchange Listing Standard) member of Castle’s Board of Directors. All directors shall participate in the 2008 Plan as described in Part III.

     “Equity Performance Award” has the meaning ascribed to it in Part V.

     “Fair Market Value” of any Stock means, as of any date, the closing market composite price for such Stock as reported for the New York Stock Exchange-Composite Transactions on that date or, if Stock is not traded on that date, on the next preceding date on which Stock was traded.

     “Participant” means any Director or employee of Castle or any Subsidiary who is selected by the Committee to participate in the 2008 Plan.

     “Related Company” means any corporation during any period in which it is a Subsidiary, or during any period in which it directly or indirectly owns fifty percent (50%) or more of the total combined voting power of all classes of stock of Castle that are entitled to vote.

     “Restricted Period” has the meaning ascribed to it in Part IV.

     “Restricted Stock” has the meaning ascribed to it in Part IV.

     “Stock” means A. M. Castle & Co. common stock.

     “Stock Option” means the right of a Participant to purchase Stock pursuant to an Incentive Stock Option or Non-Qualified Option awarded pursuant to the provision of Part II or Part III.

     “Subsidiary” means any corporation during any period in which fifty percent (50%) or more of the total combined voting power of all classes of stock entitled to vote is owned, directly or indirectly, by Castle.

     4. Administration. The authority to manage and control the operation and administration of the 2008 Plan shall be vested in the Committee. Subject to the provisions of the 2008 Plan, the Committee will have authority to select employees to receive awards of Stock Options and Restricted Stock, to determine the time or times of receipt, to determine the types of awards and the number of shares covered by the awards, to establish the terms, conditions, performance criteria, restrictions and other provisions of such awards (including but not limited to the authority to provide that in the event of certain changes in the beneficial ownership of Castle’s Stock fully exercisable and/or vested), and to cancel or suspend awards. In making such award determinations, the Committee may take into account the nature of services rendered by the respective employee, his or her present and potential contribution to Castle’s success, and such other factors as the Committee deems relevant. The Committee is authorized to interpret the 2008 Plan, to establish, amend and rescind any rules and regulations relating to the 2008 Plan, to determine the terms and provisions of any agreements made pursuant to the 2008 Plan and make all other determinations that may be necessary or advisable for the administration of the 2008 Plan. Any interpretation of the 2008 Plan by the Committee and any decision made by it under the 2008 Plan is final and binding on all persons.

     5. Participation. Subject to the terms and conditions of the 2008 Plan, the outside (non-employee) members of Castle’s Board of Directors shall participate in the 2008 Plan and the Committee shall determine and designate from time to time, the key executive, managerial, supervisory and professional employees of Castle and its Subsidiaries who will participate in the 2008 Plan. In the discretion of the Committee, an eligible employee may be awarded Stock Options, Restricted Stock or Equity Performance Awards, and more than one (1) award may be granted to a Participant. Except as otherwise agreed to by Castle and the Participant, any award(s) under the 2008 Plan shall not affect any previous award to the Participant under the 2008 Plan or any other Plan maintained by Castle or its Subsidiaries. The Committee may consider all factors that it deems relevant in selecting Participants and in determining the type and amount of their respective benefits.

     6. Shares Subject to the 2008 Plan. The shares of Stock with respect to which awards may be made under the 2008 Plan shall be either authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of paragraph 10 of this Section I, the number of shares of Stock which may be issued with respect to awards under the 2008 Plan shall not exceed 2,000,000 shares in the aggregate. If, for any reason, any award under the 2008 Plan otherwise distributable in shares of Stock, or any portion of the award, shall expire, terminate or be forfeited or cancelled, or be settled in cash pursuant to the terms of the 2008 Plan and, therefore, any such shares are no longer distributable under the award, such shares of Stock shall again be available for award to an eligible employee (including the holder of such former award) under the 2008 Plan.

     7. Compliance with Applicable Laws and Withholding Taxes. Notwithstanding any other provision of the 2008 Plan, Castle shall have no liability to issue any shares of Stock under the 2008 Plan unless such issuance would comply with all applicable laws and the applicable requirements of the Security Exchange

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Commission (“SEC”), New York Stock Exchange, or similar entity. Prior to the issuance of any shares of Stock under the 2008 Plan, Castle may require a written statement that the recipient is acquiring the shares for investment and not for the purpose or with the intention of distributing the shares. In the case of a Participant who is subject to Section 16(a) and 16(b) of the Securities Exchange Act of 1934, the Committee may, at any time, add such conditions and limitations to any election to satisfy tax withholding obligations through the withholding or surrender of shares or Stock as the Committee, in its sole discretion, deems necessary or desirable to comply with Section 16(a) or 16(b) and the rules and regulations thereunder or to obtain any exemption therefrom. All awards and payments under the 2008 Plan are subject to withholding of all applicable taxes, which withholding obligations may be satisfied, with the consent of the Committee, through the surrender of shares of Stock which the Participant already owns, or to which a Participant is otherwise entitled under the 2008 Plan.

     8. Transferability. Stock Options, Equity Performance Award and, during the period of restriction, Restricted Stock awarded under the 2008 Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution. Stock Options may be exercised during the lifetime of the Participant only by the Participant.

     9. Employment and Shareholder Status. The 2008 Plan does not constitute a contract of employment and selection as a Participant does not give any employee the right to be retained in the employ of Castle or any Subsidiary. No award under the 2008 Plan shall confer upon the holder thereof any right as a shareholder of Castle prior to the date on which he fulfills all service requirements and other conditions for receipt of shares of Stock. If the redistribution of shares is restricted pursuant to paragraph 7 above, certificates representing such shares may bear a legend referring to such restrictions.

     10. Adjustments to Number of Shares Subject to the 2008 Plan. In the event of any change in the outstanding shares or Stock of Castle by reason of any stock dividend, split, spinoff, recapitalization, merger, consolidation, combination, exchange of shares or other similar change, the aggregate number of shares of Stock with respect to which awards may be made under the 2008 Plan, and the terms and the number of shares of any outstanding Stock Options or Restricted Stock shall be equitably adjusted by the Committee. Any such adjustment in any outstanding option shall be made without change in the aggregate option price applicable to the unexercised portion of such option but with a corresponding adjustment in the price for each share covered by such option as well as the adjustment in the number and kind of Stock Options mentioned above. Adjustments under this paragraph 10 shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. In no event shall the exercise price for a Stock Option be adjusted below the par value of such Stock, nor shall any fraction of a share be issued upon the exercise of an option.

     11. Agreement with Company. At any time of any awards under the 2008 Plan, the Committee will require a Participant to enter into an agreement with Castle in a form specified by the Committee, agreeing to the terms and conditions of the 2008 Plan and to such additional terms and conditions, not inconsistent with the 2008 Plan, as the Committee may, in its sole discretion, prescribe.

     12. Amendment and Termination of 2008 Plan. Subject to the following limitation of this paragraph 12, the Board may at any time amend, suspend, or terminate the 2008 Plan. No amendment of the 2008 Plan and, except as provided in paragraph 10 above, no action by the Board or the Committee shall, without further approval of the shareholders of Castle, increase the total number of shares of Stock with respect to which awards may be made under the 2008 Plan or materially amend the Plan. No amendment, suspension, or termination of the 2008 Plan shall alter or impair any Stock Option or Restricted Stock previously awarded under the 2008 Plan without the consent of the holder thereof.

II. INCENTIVE STOCK OPTIONS

     1. Definitions. The award of an Incentive Stock Option under the 2008 Plan entitles the Participant to purchase shares of Stock at a price fixed at the time the option is awarded, subject to the following terms of this Section II.

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     2. Eligibility. The Committee shall designate the Participants to whom Incentive Stock Options, as described in Section 422(b) of the Code or any successor section thereto, are to be awarded under the 2008 Plan and shall determine the number of option shares to be offered to each of them. In no event shall the aggregate Fair Market Value (determined at the time the option is awarded and taking options into account in the order granted) of Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year (under all Plans of Castle and all Related Companies) exceed One Hundred Thousand Dollars ($100,000).

     3. Price. The purchase price of a share of Stock under each Incentive Stock Option shall be determined by the Committee provided, however, that in no event shall such price be less than the greater of (a) one hundred percent (100%) of the average Fair Market Value for the ten (10) days preceding the date on which the option is granted (one hundred ten percent (110%) of Fair Market Value with respect to Participants who at the time of the award are deemed to own at lest ten percent (10%) of the voting power of Castle); or (b) the par value of a share of Stock on such date. To the extent provided by the Committee, the full purchase price of such share of Stock purchased upon the exercise of any Incentive Stock Option shall be paid in cash or in shares of Stock (valued at Fair Market Value as of the date of exercise), or in any combination thereof, at the time of such exercise and, as soon as practicable thereafter, a certificate representing the shares so purchased shall be delivered to the person entitled thereto. Notwithstanding the foregoing provisions of this paragraph 3, the Committee may, in its sole discretion, by the terms of the Agreement granting Stock Options to a Participant, or thereafter, permit Incentive Stock Options to be exercised by a Participant through one (1) or more loans from a stock brokerage firm upon assurance from the brokerage firm that any such loans shall be made in accordance with applicable margin requirements.

     4. Exercise. The Committee may impose such rules relating to the time and manner in which Incentive Stock Options may be exercised as the Committee deems appropriate; provided, however, that no Incentive Stock Option may be exercised by a Participant (a) prior to the date on which he completes one continuous year of employment with Castle or any Related Company after the date of the award thereof; or (b) after the Expiration Date applicable to that option.

     5. Option Expiration Date. The “Expiration Date” with respect to an Incentive Stock Option on any portion thereof awarded to a Participant under the 2008 Plan means the earliest of:

     (a) the date that is ten (10) years after the date on which the Incentive Stock Option is awarded (five (5) years with respect to Participants who at the time of the award are deemed to own at least ten percent (10%) of the voting power of Castle);

     (b) the date, if any, on which the Participant’s continuous employment with Castle and all Related Companies terminates, except in the case of retirement under Castle’s retirement Plan or disability, the third anniversary of the date of such retirement or disability; or

     (c) the date established by the Committee, or the date determined under a method established by the Committee, at the time of the award.

All rights to purchase shares of Stock pursuant to an Incentive Stock Option shall cease as of such option’s Expiration Date.

III. NON-QUALIFIED STOCK OPTIONS

     1. Definition. The award of a Non-Qualified Stock Option under the 2008 Plan entitles the Participant to purchase shares of Stock at a price fixed at the time the option is awarded, subject to the following terms of this Section III.

     2. Eligibility. The Committee shall designate the Participants to whom Non-Qualified Stock Options are to be awarded under the 2008 Plan and shall determine the number of option shares to be offered to each of them. Each Director who is a member of Castle’s Board of Directors on the date of Castle’s annual shareholders meeting in 2008, and each anniversary thereof (or if such date is not a business day, the first

4

business day thereafter) shall on such date be granted an option to purchase 5,000 shares, or such other amount of shares not to exceed 10,000, as the Committee may determine, no later than January 31st of that year.

     3. Price. The purchase price of a share of Stock under each Non-Qualified Stock Option shall be determined by the Committee; provided however, that in no event shall such price be less than the greater of (a) one hundred percent (100%) of the average Fair Market Value for the ten (10) days preceding the date on which the option is granted of a share of Stock of the date the option is granted; or (b) the par value of a share of such Stock on such date. To the extent provided by the Committee, the full purchase price of each share of Stock purchased upon the exercise of any Non-Qualified Stock Option shall be paid in cash or in shares of Stock (valued at Fair Market Value as of the day of exercise), or in any combination thereof, at the time of such exercise and; as soon as practicable thereafter, a certificate representing the shares so purchased shall be delivered to the person entitled thereto. Notwithstanding the foregoing provisions of this paragraph 3, the Committee may, in its sole discretion, by the terms of the Agreement granting Non-Qualified Stock Options permit Non-Qualified Stock Options to be exercised by a Participant through one (1) or more loans from a stock brokerage firm upon assurance from the brokerage firm that any such loans shall be made in accordance with applicable margin requirements. Upon the exercise of an option or part thereof, the full option price of the Stock purchased pursuant to the exercise of a stock option together with any required state or federal withholding taxes shall be paid in the form of: (a) cash, certified check, bank draft or postal or express money order made payable to the order of Castle; or (b) Common Stock at the Fair Market Value.

     4. Exercise. The Committee may impose such rules relating to the time and manner in which Non-Qualified Stock Options may be exercised as the Committee deems provided, however, that no Non-Qualified Stock Option may be exercised by a Participant (a) prior to the date on which the Participant completes one (l) continuous year of employment with Castle or any Related Company after the date of the award thereof, or in the case of a director, on the first anniversary of the date of the award; or (b) after the Expiration Date applicable to that option.

     5. Option Expiration Date. The “Expiration Date” with respect to a Non-Qualified Stock Option or any portion thereof awarded to a Participant under the 2008 Plan means the earliest of:

     (a) the date that is ten (10) years after the date on which the Non-Qualified Option is awarded;

     (b) the date, if any, on which the Participant’s continuous employment with Castle and all Related Companies terminates, except in the case of retirement under Castle’s retirement Plan or disability, the third anniversary of the date of such retirement or disability.

     (c) the date established by the Committee, or the date determined under a method established by the Committee, at the time of the award.

     (d) in the case of a Director, the date the Director resigns from the Board of Directors, or in the event the Director retires, at or after attaining Board of Directors retirement age, or becomes disabled, the third anniversary of such retirement or disability.

All rights to purchase shares of Stock pursuant to a Non-Qualified Stock Option shall cease as of such option’s Expiration Date.

IV. RESTRICTED STOCK

     1. Definition. Restricted Stock awards are grants of Stock to Participants, the vesting of which is subject to a required period of employment and any other conditions established by the Committee, subject to the following terms of this Section IV.

     2. Eligibility. The Committee shall designate the Participants to whom Restricted Stock is to be awarded under the number of shares of Stock that are subject to the award

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     3. Terms and Conditions of Awards. All shares of Restricted Stock awarded to Participants under the 2008 Plan shall be subject to the following terms and conditions and to such other terms and conditions, not inconsistent with the 2008 Plan, as shall be prescribed by the Committee in its sole discretion and as shall be contained in the Agreement referred to in paragraph 11 of Section I.

     (a) Restricted Stock awarded to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered, except as hereinafter provided, for a period determined by the Committee after the time of the award of such stock (the “Restricted Period”). Except for such restrictions, the Participant as owner of such shares shall have all the rights of a shareholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee, the right to receive all dividends paid on such shares.

     (b) The Committee may, in its discretion, at any time after the date of the award of Restricted Stock adjust the length of the Restricted Period to account for individual circumstances of a Participant or group of Participants, but in no case shall the length of the Restricted Period be less than one (1) year.

     (c) Except as otherwise determined by the Committee in its sole discretion, a Participant whose employment with Castle and all Related Companies terminates prior to the end of the Restricted Period for any reason shall forfeit all shares of Restricted Stock remaining subject to any outstanding Restricted Stock award.

     (d) Each certificate issued in respect of shares of Restricted Stock awarded under the 2008 Plan shall be registered in the name of the Participant and, at the discretion of the Committee, each such certificate may be deposited in a bank designated by the Committee. Each such certificate shall bear the following (or a similar) legend;

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the A. M. Castle & Co. 2008 Restricted Stock and Stock Option Plan and an agreement entered into between the registered owner and A. M. Castle & Co. A copy of such Plan and agreement is on file in the office of the Secretary of A. M. Castle & Co., 3400 N. Wolf Road, Franklin Park, Illinois 60131.”

     (e) At the end of the Restricted Period for Restricted Stock, such Restricted Stock will be transferred free of all restrictions to the Participant (or his or her legal representative, beneficiary or heir).

V. EQUITY PERFORMANCE AWARDS

     1. Definition. Equity Performance Awards (“P-Awards”) are grants of Stock Appreciation Rights (SAR), phantom stock, stock and cash, the vesting of which is subject to a required period of employment, the attainment of certain designated measures of Company or personal performance objectives and any other conditions established by the Committee, subject to the following terms of this Section V.

     2. Eligibility. The Committee shall designate the Participants to whom P-Awards are to be awarded and the number of shares of Stock that underlay or are contingent on the P-Awards and any stock delivered pursuant thereto.

     3. Terms and Conditions of Awards. All Participants under the 2008 Plan shall be subject to the following terms and conditions and to such other terms and conditions, not inconsistent with the 2008 Plan, as shall be prescribed by the Committee in its sole discretion and as shall be contained in the Agreement referred to in paragraph 11 of Section I.

     (a) Equity Performance Awards (“P-Awards”) shall have performance measures designated by the Committee based in whole or part among any or a combination of the following: gross profit on

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sales, material gross profit (gross profit on material portion of sales), DSO (days sales outstanding on receivables), DSI (days sales outstanding on inventory), working capital employed, purchase variance, delivery variance, sales, earnings, earnings per share, pre-tax earnings, share price (including, but not limited to, total shareholder return, relative total shareholder return and other measures of shareholder value creation), return on equity, return on investments, and asset management, and may include or exclude specified items of an unusual, non-recurring or extraordinary nature including, without limitation, changes in accounting methods, changes in inventory methods, changes in corporate taxation, unusual accounting gains and losses, changes in financial accounting standards or other extraordinary events causing dilution or diminution in Castle’s earnings. Performance objectives need not be the same for all participants, and may be established for Castle as a whole or for its various groups, divisions, subsidiaries and affiliates. The Committee at the time of establishing performance objectives, may establish a minimum performance target and provide for reduced payment if the performance objective is not achieved but the minimum performance target is met.

     (b) The period for performance for P-Awards may not be less than three (3) years, subject to acceleration upon a change of control.

     (c) P-Awards to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered.

     (d) The Committee may, in its discretion, at any time after the date of the P-Award adjust the length of the designated period a Participant must hold any stock delivered in accordance with the vesting of an award to account for individual circumstances of a Participant or group of Participants, but in no case shall the length of such period be less than one (1) year.

     (e) Except as otherwise determined by the Committee in its sole discretion, a Participant whose employment with Castle and all Related Companies terminates prior to the end of any vesting period or fails to achieve the performance objective for any reason shall forfeit all P-Awards remaining subject to any non-vested/unattained performance objectives.

Upon attainment of the designated performance measures the P-Award will fully vest and not be forfeited. Payment will be made in cash, stock or other equity based property or any combination thereof

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EX-10.11

Exhibit 10.11

A.M. CASTLE & CO.

RESTRICTED STOCK AWARD AGREEMENT

A.M. CASTLE & CO.
2008 RESTRICTED STOCK, STOCK OPTION
AND EQUITY COMPENSATION PLAN

GRANTEE:

ADDRESS:

SOCIAL SECURITY NUMBER:

NUMBER OF SHARES OF RESTICTED STOCK:

DATE OF GRANT:

     This is an award agreement (the “Award Agreement”) between A.M. Castle & Co., a Maryland corporation (the “Corporation”) and the individual named above (the “Grantee”). The Corporation hereby grants to the Grantee an aggregate of the above-stated number of shares of Common Stock of the Corporation on the terms and conditions contained herein and in the Corporation’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan approved by the shareholders April 24, 2008, as may be amended from time to time (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

     1. Vesting of Restricted Stock. Subject to the terms and conditions of this Award Agreement and the Plan, the Restricted Stock shall vest as follows:

NUMBER OF SHARES:                                   VESTED ON OR AFTER:                     
NUMBER OF SHARES:                                   VESTED ON OR AFTER:                     
NUMBER OF SHARES:                                   VESTED ON OR AFTER:                     

     2. Stock Certificates. Certificates for the Restricted Stock shall be issued by the Corporation in the name of the Grantee and delivered to the Grantee at the time of grant. The certificates shall bear the following legend evidencing its restrictive nature as follows:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE A. M. CASTLE & CO. 2008 RESTRICTED STOCK AND STOCK OPTION PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND A. M. CASTLE & CO. A COPY OF SUCH PLAN AND AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF A. M. CASTLE & CO., 3400 N. WOLF ROAD, FRANKLIN PARK, ILLINOIS 60131.

     3. Effect of Termination of Employment. If the Grantee’s employment with the Corporation and all Related Companies terminates for any reason, then any Restricted Stock not vested as of such date will be forfeited to the Corporation.

     4. Tax Withholding Obligations. The Grantee shall be required to deposit with the Corporation either (i) an amount of cash equal to the amount determined by the Corporation to be required with respect to any withholding taxes, FICA contributions, or the like under any federal, state or local statute, ordinance,

rule or regulation in connection with the grant or vesting of the Restricted Stock or (ii) a number of shares of the Corporation’s Common Stock otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum of all or part of the Grantee’s estimated total federal, state and local tax obligations associated with the grant or vesting of the Restricted Stock. The Corporation shall not deliver any of the shares of the Corporation’s Common Stock until and unless the Grantee has made the deposit required herein or proper provision for required withholding has been made.

     5. Rights as Shareholder. The Grantee shall have all rights of a shareholder prior to the vesting of the Restricted Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

     6. Transferability. The Restricted Stock may not be transferred, assigned or made subject to any encumbrance, pledge or charge until such Restricted Stock has vested and any other restrictions or conditions on such Restricted Stock are removed, have been satisfied or expire.

     7. No Employment Rights. Nothing in this Agreement will confer upon the Grantee any right to continue in the employ or service of the Corporation or any Subsidiary or affect the right of the Corporation to terminate the employment of the Grantee at any time with or without cause.

     8. Amendment. This Award Agreement may be amended only by a writing executed by the Corporation and the Grantee that specifically states that it is amending this Award Agreement. Notwithstanding the foregoing, this Award Agreement may be amended solely by the Committee by a writing which specifically states that it is amending this Award Agreement, so long as a copy of such amendment is delivered to the Grantee, and provided that no such amendment adversely affecting the rights of the Grantee hereunder may be made without the Grantee’s written consent. Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Grantee, the provisions of the Restricted Stock or this Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling or judicial decisions, provided that any such change shall be applicable only to shares of Restricted Stock which are than subject to restrictions as provided herein.

     9. Severability. If all or any part of this Award Agreement is declared by any court or government authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Award Agreement not declared to be unlawful or invalid. Any Section of this Award Agreement so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of such Section to the fullest extent possible while remaining lawful and valid.

     10. Construction. The Restricted Stock is being issued pursuant to Section IV of the Plan and is subject to the terms of the Plan. A copy of the Plan has been given to the Grantee and additional copies of the Plan are available upon request during normal business hours at the principal executive officers of the Corporation. To the extent that any provision of this Award Agreement violates or is inconsistent with an express provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Award Agreement shall be of no force or effect.

     11. Binding Effect and Benefit. This Award Agreement shall be binding upon and, subject to the conditions hereof, inure to the benefit of the Corporation, its successors and assigns, and the Grantee and his successors and assigns.

     12 Entire Understanding. This Award Agreement embodies the entire understanding and agreement of the parties in relation to the subject matter hereof, and no promise, condition, representation or warranty, expressed or implied, not herein stated, shall bind either party hereto.

     13. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois.

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The Corporation and the Grantee hereby agree to the terms and conditions of this Award Agreement and have executed it as of the Date of Grant set forth above.

A. M. CASTLE & CO.

By:

Its:

Grantee

3

EX-10.12

Exhibit 10.12

A.M. CASTLE & CO.

PERFORMANCE SHARE AWARD AGREEMENT

A.M. CASTLE & CO.
2008 RESTRICTED STOCK, STOCK OPTION
AND EQUITY COMPENSATION PLAN

GRANTEE:                     

ADDRESS:                     

SOCIAL SECURITY NUMBER:                     

NUMBER OF PERFORMANCE SHARES:	-0-	(THRESHOLD AWARD)
		(TARGET AWARD)
		(MAXIMUM AWARD)

DATE OF GRANT:                     

     This is an award agreement (the “Award Agreement”) between A.M. Castle & Co., a Maryland corporation (the “Corporation”), and the individual named above (the “Grantee”). Subject to the conditions set forth herein, the Corporation hereby grants to the Grantee, as of the Grant Date specified above, the above-stated Target Award of Performance Shares and Maximum Award of Performance Shares, which may be earned in accordance with Section 2, on the terms and conditions contained herein and in the Corporation’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan approved by the shareholders April 24, 2008, as may be amended from time to time (the “Plan”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

     1. Performance Vesting. Subject to Sections 2, 3 and 4, the Corporation shall deliver to the Grantee one share of Common Stock for each whole Performance Share that is earned in accordance with the following schedule, based on the Corporation’s Cumulative Net Earnings and Return on Total Capital for the Performance Period:

Corporation’s Performance
Measures	Weighting	Threshold	Target	Max

If the Corporation’s actual performance is between the amounts listed above, the percentage of the Award shall be interpolated.

     2. Delivery of Shares. The number of shares of Common Stock that the Grantee earns under Section 1 will be delivered to the Grantee as soon as administratively practicable after the end of the Performance Period; provided, however, that in lieu of shares of Common Stock, the payment may be made in cash or other equity based property or any combination thereof, as the Committee may determine in its sole discretion. Before such delivery, the Committee shall certify in writing the number of Performance Shares that the Grantee have earned. No fractional shares will be delivered pursuant to this Award and fractional shares shall be rounded down.

     3. Employment Termination. If the Grantee’s employment with the Corporation and its subsidiaries terminates before the end of the Performance Period, this Performance Share Award shall be forfeited on the date of such termination.

     4. Transferability. The Performance Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise. Any attempted transfer of the Performance Shares prohibited by this Section 4 shall be null and void.

     5. Adjustments. The Performance Shares shall be subject to adjustment or substitution in accordance with Section V of the Plan.

     6. Withholding. The Grantee are responsible for all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Corporation is required to withhold at any time with respect to the Performance Shares to satisfy its minimum statutory withholding requirements. Such payment shall be made in full at the Grantee’s election, in cash or check, by withholding from the Grantee’s next normal payroll check, or by the tender of shares of Common Stock payable under this Award. Shares of Common Stock tendered as payment of required withholding shall be valued at the closing price per share of Common Stock on the date such withholding obligation arises.

     7. Miscellaneous

     (a) Disclaimer of Rights. Nothing contained herein shall constitute an obligation for continued employment.

     (b) Rights Unsecured. The Grantee shall have only the Corporation’s unfunded, unsecured promise to pay pursuant to the terms of this Award. The Grantee’s rights shall be that of an unsecured general creditor of the Corporation and the Grantee shall not have any security interest in any assets of the Corporation.

     (c) No Adjustment for Dividends. The number of performance shares shall not be adjusted for the payment of any cash dividend on shares of common stock of the Corporation before the issuance of a stock certificate representing the earned Award.

     (d) Offset. The Corporation may deduct from amounts otherwise payable under this Award all amounts owed by the Grantee to the Corporation and its affiliates to the maximum extent permitted by applicable law.

     (e) Terms of Plan. The Award is subject to the terms and conditions set forth in the Plan, which are incorporated into and shall be deemed to be a part of this Award, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Corporation) are otherwise set forth in this Award. In the event that there is any inconsistency between the provisions of this Award and of the Plan, the provisions of the Plan shall govern.

     (f) Amendment. This Award Agreement may be amended only by a writing executed by the Corporation and the Grantee that specifically states that it is amending this Award Agreement. Notwithstanding the foregoing, this Award Agreement may be amended solely by the Committee by a writing which specifically states that it is amending this Award Agreement, so long as a copy of such amendment is delivered to the Grantee, and provided that no such amendment adversely affecting the rights of the Grantee hereunder may be made without the Grantee’s written consent. Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Grantee, the provisions of the Performance Shares or this Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling or judicial decisions, provided that any such change shall be applicable only to the Performance Shares which are than subject to restrictions as provided herein.

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     (g) Severability. If any term, provision, covenant or restriction contained herein is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

     (h) Controlling Law. The Award shall be construed, interpreted and applied in accordance with the law of the State of Illinois, without giving effect to the choice of law provisions thereof. The Grantee agrees to irrevocably submit any dispute arising out of or relating to this Award to the exclusive concurrent jurisdiction of the state and federal courts located in Illinois. The Grantee also irrevocably waive, to the fullest extent permitted by applicable law, any objection the Grantee may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and the Grantee agree to accept service of legal process from the courts of Illinois.

     (i) Code Section 409A Compliance. To the extent applicable, it is intended that this Award and the Plan not be subject to or otherwise comply with the provisions of Code Section 409A, so that the income inclusion provisions of Code Section 409A(a)(1) do not apply. This Award and the Plan shall be interpreted and administered in a manner consistent with this intent, and any provision that would cause the Award or the Plan to fail to satisfy Code Section 409A shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by Code Section 409A and may be made by the Corporation without the Grantee’s consent).

     8. Definitions. As used herein, the following terms shall be defined as set forth below:

     (a) “Award” means the Performance Share Award to the Grantee as set forth herein, and as may be amended as provided herein.

     (b) “Board” means the Corporation’s Board of Directors.

     (d) “Code” means the Internal Revenue Code of 1986, as amended.

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

     (f) “Common Stock” means the Corporation’s $.01 par value common stock.

     (g) “Grant Date” means the date this Award is made to the Grantee, as set forth on the first page of the Award.

     (h) “Maximum Award” means that maximum number of Performance Shares awarded to the Grantee as set forth on the first page of the Award, representing Two Hundred Percent (200%) of the Target Award.

     (k) “Performance Period” means the Corporation’s three (3) consecutive fiscal years commencing with the fiscal year beginning [___].

     (l) “Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock.

     (p) “Target Award” means that number of Performance Shares specified as such on the first page of the Award.

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     The Corporation and the Grantee hereby agree to the terms and conditions of this Award Agreement and have executed it as of the Date of Grant set forth above.

A. M. CASTLE & CO.

By:

Its:

Grantee

4

EX-10.13

Exhibit 10.13

A.M. CASTLE & CO.

DIRECTORS DEFERRED COMPENSATION PLAN
(As Amended and Restated as of October 22, 2008)

TABLE OF CONTENTS

	Page
SECTION 1 GENERAL		1
1.1 Purpose and Effective Date		1
SECTION 2 DEFINITIONS		1
2.1 Definitions		1
SECTION 3 PLAN ADMINISTRATION		3
3.1 Administration by Committee		3
SECTION 4 DEFERRAL AND INVESTMENT OF COMPENSATION		3
4.1 Deferral Election		3
4.2 Credits to Account		4
4.3 Changes to Investment Elections		5
4.4 Accounts Maintained Until Payment		6
SECTION 5 DISTRIBUTION OF ACCOUNTS		6
5.1 Distribution Upon Termination of Service		6
5.2 Other Distributions		6
5.3 Issuance of Company Stock		7
5.4 Designation of Beneficiary		7
5.5 Withholding; Reporting		7
SECTION 6 SHARES SUBJECT TO THE PLAN		7
6.1 Shares		7
6.2 Changes in Capitalization		7
SECTION 7 AMENDMENT OR TERMINATION		8
7.1 Authority		8
7.2 Limits		8
SECTION 8 MISCELLANEOUS		8
8.1 Plan Unfunded/No Guaranty		8
8.2 No Assignment		8
8.3 Effect of Participation		9
8.4 Distributions to Persons Under Disability		9
8.5 Successors		9
8.6 Savings Clause		9
8.7 No Liability		9

-i-

TABLE OF CONTENTS
(continued)

	Page
8.8 Applicable Law		9

-ii-

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

SECTION 1

General

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

SECTION 2

Definitions

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

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

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

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

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

(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)).

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

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

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

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

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

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

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

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

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

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

SECTION 3

Plan Administration

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

SECTION 4

Deferral and Investment of Compensation

     4.1 Deferral Election.

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

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

          (c) Notwithstanding the provisions of subsection (b) above, an election made by a Director in the calendar year in which he or she first becomes a Director may be made pursuant to an election form delivered to the Committee within 30 days after the date on which he or she initially becomes a Director, and such election form shall be effective with respect to Compensation earned from and after the date such election form is delivered to the Committee.

     4.2 Credits to Account.

          (a) The Committee shall maintain an Account for the benefit of each Director participating in the Plan, which shall be credited with the Compensation deferred by the Director. A Director’s election form shall specify the portion of the Director’s Compensation deferral to be credited to the Interest Subaccount and/or the Stock Subaccount.

          (b) Compensation deferrals shall be allocated to a Director’s Interest Subaccount and/or Stock Subaccount as follows:

     (i) Interest Subaccount. The Compensation deferred into the Interest Subaccount shall be credited to the Interest Subaccount not later than the 15^th day following the date as of which such Compensation would otherwise have been paid to the Director. Thereafter, amounts held in the Interest Subaccount shall be credited on a daily basis with interest at a rate equal to 6% per year, compounded annually.

     (ii) Stock Subaccount.

     (A) The Compensation deferred into the Stock Subaccount shall be converted into a number of Stock Units (full and fractional) by dividing the dollar amount of such Compensation by the Fair Market Value of a share of Company Stock not later than the 15^th day after the date as of which such Compensation would otherwise have been paid to the Director.

     (B) Additional credits shall be made to the Stock Subaccount in amounts equal to the cash dividends that the Director would have received had he or she been the owner on each record date of a number of shares of

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Company Stock equal to the number of Stock Units in his or her Stock Subaccount on such date. All cash dividends shall be converted into Stock Units by dividing the dollar amount of such dividends by the Fair Market Value of a share of Company Stock on the applicable dividend payment date. In the case of a dividend in Company Stock or a Company Stock split, additional credits shall be made to the Stock Subaccount of a number of Stock Units equal to the number of shares of Company Stock that the Director would have received had he or she been the owner on each record date of a number of shares of Common Stock equal to the number of Stock Units in his or her Stock Subaccount on such date.

     4.3 Changes to Investment Elections.

          (a) A Director may elect prospectively on an election form to change the portion of his or her Compensation to be credited to the Interest Subaccount and/or Stock Subaccount, with such change to apply to Compensation otherwise payable to the Director after the end of the calendar year in which the election form is delivered to the Committee.

          (b) Amounts credited to a Director’s Interest Subaccount and/or Stock Subaccount pursuant to Section 4.2 shall remain in such Subaccount until distributions occur as described in Section 5 or the Director transfers any amounts between such Subaccounts.

          (c) As of the effective date of any change in investment election of a Director:

     (i) his Interest Subaccount will be:

(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

     (ii) his Stock Subaccount will be:

(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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     4.4 Accounts Maintained Until Payment. Each Director’s Account shall be maintained on the books of the Company until full payment of the balance thereof has been made to the applicable Director (or the beneficiary of a deceased Director). No funds shall be set aside or earmarked for any Director’s Account, which shall be purely a bookkeeping device.

SECTION 5

Distribution of Accounts

     5.1 Distribution Upon Termination of Service. Except as set forth in Section 5.2 below, within 30 days after a Director ceases to be a member of the Board of Directors for any reason, the Company shall pay his Account to him or her, or in the event of his death, his or her beneficiary, in an amount determined as follows:

          (a) The balance in the Interest Subaccount shall be determined with interest accruing through the date of such termination of service.

          (b) The balance in the Stock Subaccount shall be payable in shares of Company Stock or in cash as designated by the Director (or his or her beneficiary, if applicable). The number of shares of Company Stock to be distributed will be equal to the number of full Stock Units held in the Stock Subaccount, and cash will be distributed for any fractional Stock Units. The amount of any cash distribution will be equal to the number of Stock Units held in the Stock Subaccount multiplied by the Fair Market Value of a share of Company Stock as of the date of such termination of service.

     5.2 Other Distributions. Notwithstanding Section 5.1 above:

          (a) A Director may make a special election to defer distribution of any amounts credited to his or her Account as of December 31, 2008, and earnings accrued thereon thereafter. Any such special election shall be made in writing delivered to the Committee or its designee prior to December 31, 2008 and shall specify a deferred distribution date and the form of payment (lump sum or installments), as permitted by the Committee. The amount of distribution shall be determined in accordance with the procedures set forth in Section 5.1, but as of the specified date of the distribution and shall be paid to the Director (or beneficiary) within 30 days of such specified distribution date.

          (b) A Director may elect to defer distribution of any amounts credited to his or her Account after December 31, 2008 and earnings accrued thereon. Any election to defer distribution shall be made in writing delivered to the Committee or its designee prior to the first day of the calendar year for which compensation is deferred and shall specify one or more of the deferred distribution dates and the form of payment (lump sum or installments), as permitted by the Committee. The amount of distribution shall be determined in accordance with the procedures set forth in Section 5.1, but as of the specified date of the deferred distribution and shall be paid to the Director (or beneficiary) within 30 days of such specified distribution date.

          (c) At the written request of a Director, up to 100% of the balance in his or her Account may be distributed to the Director in a cash lump sum in the case of an Unforeseeable Emergency, subject to the limitations set forth below. The circumstances

6

constituting an Unforeseeable Emergency will depend upon the facts of each case, as determined by the Committee in its discretion, but in any case payment may not be made to the extent that such hardship is or may be relieved: (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the Director’s assets to the extent the liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of deferrals under the Plan. Distribution of amounts because of an Unforeseeable Emergency shall be permitted only to the extent reasonably needed to satisfy the Unforeseeable Emergency (which may include amounts necessary to pay any Federal, state or local taxes or penalties reasonably anticipated to result from the distribution). The amount of the distribution shall first be made from the Director’s Interest Subaccount, then from the Stock Subaccount, as necessary, and shall be determined in accordance with the procedures set forth in Section 5.1, but as of a reasonable date prior to the date of distribution, as selected by the Committee.

          (d) In the event of a Change in Control, a Director shall be paid his or her entire Account within 30 days of such Change in Control. The amount of such distribution shall be determined in accordance with Section 5.1, but as of the date of the Change in Control.

     5.3 Issuance of Company Stock. In the event of a distribution in Company Stock, a certificate representing a number of shares of Company Stock to be distributed shall be delivered to the Director (or his or her beneficiary). Notwithstanding the foregoing, the Company, in lieu of issuing a stock certificate, may reflect the issuance of shares of Company Stock on a non-certificated basis, with the ownership of such shares by the Director (or his or her beneficiary) evidenced solely by book entry in the records of a depository or broker-dealer, as requested by the Director or beneficiary, as applicable.

     5.4 Designation of Beneficiary. Each Director, from time to time, by signing a form furnished by the Committee, may designate any legal or natural person or persons (who may be designated contingently or successively) to whom his or her Account is to be paid if he or she dies before receiving the Account balance.

     5.5 Withholding; Reporting. To the extent required by law in effect at the time any distribution is made from the Plan, the Company shall withhold any taxes and such other amounts required to be withheld. Further, to the extent required by law, the Company shall report amounts deferred and/or amounts taxable under the Plan to the appropriate governmental authorities, including, without limitation, to the United States Internal Revenue Service.

SECTION 6

Shares Subject to the Plan

     6.1 Shares. Shares of Company Stock distributed under the Plan may be either authorized but unissued, reacquired or a combination thereof.

     6.2 Changes in Capitalization. In the event of any such stock dividend, stock split, combination of shares, reclassification of other similar changes in capitalization of the Company Stock, or any distribution, other than cash dividends, to holders of the Company Stock, the

7

Committee shall make such adjustments, in light of the change or distribution, as it deems equitable to the Company and the Directors, to the number of Stock Units in each Account.

SECTION 7

Amendment or Termination

     7.1 Authority. The Committee intends the Plan to be permanent but reserves the right to amend or terminate the Plan when, in the sole opinion of the Committee, such amendment or termination is advisable and in accordance such other events and conditions prescribed under Section 409A of the Code. Any such amendment or termination shall be made pursuant to a resolution of the Committee without further action on the part of the Company’s shareholders to the extent permitted by law, regulation or stock exchange requirements, and shall be effective as of the date of such resolution or such later date as the resolution may expressly state.

     7.2 Limits. No amendment or termination of the Plan shall (a) directly or indirectly deprive any Director or his or her beneficiaries of all or any portion of his or her Account as determined as of the effective date of such amendment or termination, or (b) directly or indirectly reduce the balance of any Account held hereunder as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of balances in all Accounts shall continue to be made to Directors or their beneficiaries in the manner and at the time described in Section 5. No additional deferred Compensation shall be credited to the Accounts of Directors after termination of the Plan, but the Company shall continue to credit earnings, gains and losses to Accounts pursuant to Section 5 until the balances of such Accounts have been fully distributed to the Directors or their beneficiaries.

SECTION 8

Miscellaneous

     8.1 Plan Unfunded/No Guaranty.

          (a) The Plan at all times shall be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. The right of a Director or his or her beneficiary to receive a benefit hereunder shall be an unsecured claim against the general assets of the Company, and neither the Director nor a beneficiary shall have any rights in or against any specific assets of the Company. All amounts credited to Accounts shall constitute general assets of the Company.

          (b) Nothing contained in the Plan shall constitute a guaranty by the Company, the Committee, or any other person or entity, that the assets of the Company will be sufficient to pay any benefit hereunder. No Director or beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan.

     8.2 No Assignment. No interest of any person or entity in, or right to receive a distribution under, the Plan, shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily, for the satisfaction

8

of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

     8.3 Effect of Participation. Participation in the Plan will not give any Director the right to be retained as a member of the Board, nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued under the terms of the Plan. The establishment of a Stock Subaccount balance does not constitute an award of Company Stock, and does not confer any voting rights on a Director.

     8.4 Distributions to Persons Under Disability. In the event an individual entitled to benefits under the Plan is declared incompetent and a conservator or other person legally charged with the care of his or her person or of his or her estate is appointed, any benefit to which such individual is entitled under the Plan shall be paid to such conservator or other person legally charged with the care of his or her person or of his or her estate.

     8.5 Successors. This Plan shall be binding upon any assignee or successor in interest to the Company whether by merger, consolidation or sale of all or substantially all of the Company’s assets.

     8.6 Savings Clause. Notwithstanding anything to the contrary contained in the Plan, if (a) the Internal Revenue Service prevails in a claim by it that amounts credited to a Director’s Account constitute taxable income to the Director or his or her beneficiary for any taxable year of his, prior to the taxable year in which such credits are distributed to him or (b) legal counsel satisfactory to the Company, and the applicable Director or his or her beneficiary, renders an opinion that the Internal Revenue Service would likely prevail in such a claim, the balance of such Director’s Account shall be immediately distributed to the Director or his or her beneficiary. For purposes of this paragraph, the Internal Revenue Service shall be deemed to have prevailed in a claim if such claim is upheld by a court of final jurisdiction, or if the Company, or a Director or beneficiary, based upon an opinion of legal counsel satisfactory to the Company and the Director or his or her beneficiary, fails to appeal a decision of the Internal Revenue Service, or a court of applicable jurisdiction, with respect to such claim, to an appropriate Internal Revenue Service appeals authority or to a court of higher jurisdiction, within the appropriate time period.

     8.7 No Liability. Notwithstanding any of the preceding provisions of the Plan, none of the Company, any member of the Board or Committee, or any individual acting as an employee or agent of the Company, the Board or Committee, shall be liable to any Director, former Director, or any beneficiary or other person for any claim, loss, liability or expense incurred by such Director, or beneficiary or other person in connection with the Plan.

     8.8 Applicable Law. The Plan shall be construed and administered according to the laws of the State of Illinois.

9

     IN WITNESS WHEREOF, this amended and restated Plan has been executed this                     , 2008.

A. M. CASTLE & CO.

By:

Printed Name:

Title:

10

EX-10.14

Exhibit 10.14

A.M. CASTLE & CO. SUPPLEMENTAL 401(k) SAVINGS AND RETIREMENT
PLAN
(As Amended and restated Effective
as of January 1, 2009)

TABLE OF CONTENTS

	PAGE
SECTION 1 General		1
1.1. History, Purpose and Effective Date		1
1.2. Related Companies and Employers		1
1.3. Definitions, References		2
1.4. Plan Administration		2
1.5. Source of Benefit Payments		2
1.6. Applicable Laws		3
1.7. Plan Year		3
1.8. Gender and Number		3
1.9. Notices		3
1.10. Action by Employers		3
1.11. Limitations on Provisions		3
1.12. Claims and Review Procedures		3
SECTION 2 Participation		3
2.1. Eligibility to Participate		3
2.2. Restriction on Participation		3
2.3. Plan Not Contract of Employment		4
SECTION 3 Deferred Compensation, Plan Benefits and Accounting		4
3.1. Participant Account		4
3.2. Compensation Deferrals		4
3.3. Matching Credits		5
3.4. Make-Whole Credits		5
3.5. Coordination with 401(k) Savings Plan		5
3.6. Adjustment of Accounts		6
3.7. Statement of Accounts		6
SECTION 4 Payment of Plan Benefits		7
4.1. Vesting		7
4.2. Distribution on Termination		7
4.3. Distributions To Persons Under Disability		9
4.4. Beneficiary		9
4.5. Benefits May Not Be Assigned or Alienated		9
4.6. Deferred Commencement of Payments Upon Separation From Service		9
4.7. Payment of Small Accounts		9
4.8. Distributions Upon Income Inclusion Under Section 409A		9
4.9. Tax Treatment and Withholding		10
SECTION 5 Amendment and Termination		10
5.1. Amendments and Termination		10
5.2. Termination as to Employers		11
5.3. Rights Not Limited by Section 409A		11

A.M. CASTLE & CO. SUPPLEMENTAL 401(k) SAVINGS AND RETIREMENT PLAN
(As Amended and restated Effective
as of January 1, 2009)
SECTION 1

General

                         1.1. History. Purpose and Effective Date. A.M. Castle & Co. (the “Company”) has previously established A.M. Castle & Co. Employees 401(k) Savings and Retirement Plan (the “401(k) Savings Plan”) to provide retirement and other benefits for its eligible employees and those of any Related Company (as defined in subsection 1.2) which, with the consent of the Company, adopts the 401(k) Savings Plan. Contrary to the desire of the Company, the amount of the benefit payable to or on account of an employee under the 401(k) Savings Plan may be limited by reason of the application of various provisions of the Internal Revenue Code of 1986, as amended (the “Code”). To assure that affected individuals will receive total retirement and other benefits in an amount comparable to the amount that they would have receive under the 401(k) Savings Plan but for certain limitations of the Code, the Company established the A. M. Castle & Co. Supplemental 401(k) Savings and Retirement Plan (the “Plan”), effective as of January 1, 1989, The following provisions constitute an amendment and restatement and continuation of the Plan, effective as of January 1, 2009, (the “Effective Date”), subject to the following.

(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.

                         1.2. Related Companies and Employers. The term “Related Company” means any corporation or trade or business during any period that it is, along with the Company, a member of a controlled group of corporations, trades or businesses, as described in section 414(b) and 414(c), respectively, of the Code. The Company and each Related Company which,

with the consent of the Company, adopts the Nan are referred to below collectively as the “Employers” and individually as an “Employer.”

                         1.3. Definitions. References. Unless the context clearly requires otherwise or except as otherwise provided by the Committee from time to time, any word, term or phrase used in the Plan shall have the same meaning as is assigned to it under the terms of the 401(k) Savings Plan. Any reference in the Plan to a provision of the 401(k) Savings Plan shall be deemed to include reference to any comparable provision of any amendment of that plan.

                         1.4. Plan Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the committee appointed by the Board of Directors of the Company to act under the 401(k) Savings Plan (the “Committee”). In controlling and managing the operation and administration of the Plan, the Committee shall have the same rights, powers and duties as those delegated to it under the 401(k) Savings Plan, the Secretary of the Company (or, on behalf of the Secretary of the Company, any Corporate Secretary or Assistant Secretary) shall certify to any interested person the names of the employees of the Company who are, from time to time, authorized to act on behalf of the Committee and who are responsible for the day-to-day operation and administration of the Plan. Any interpretation of the Plan by the Committee and any decision made by the Committee on any other matter within its discretion is final and binding on all persons.

                         1.5. Source of Benefit Payments. The amount of any benefit payable under the Plan with respect to any Participant shall be paid by each Employer, pro rata, according to the amount such Employer contributed on behalf of the Participant under the 401(k) Savings Plan as compared with the amount contributed on behalf of the Participant by the Company and all other companies participating in the 401(k) Retirement Plan, respectively. An Employer shall not be required to pay benefits to a Participant under the Plan in excess of the amount determined under the preceding sentence and a Participant’s entitlement to benefits under the Plan shall be limited in accordance with the preceding sentence to the extent that Related Companies who have contributed to the 401(k) Savings Plan on behalf of the Participant are not Employers under this Plan. Benefits payable under the Plan by any Employer shall be paid from the Employer’s general revenues and assets. None of the individuals entitled to benefits under the Plan shall have any preferred claim on, or any beneficial ownership interest in, any assets of any Employer or to any accounts, trusts or funds that the Employers may establish or accumulate to aid in providing benefits under the Plan, and any rights of such individuals under the Plan shall constitute unsecured contractual rights only. Nothing contained in the Plan shall constitute a guarantee by the Employers that the assets of the Employers shall be sufficient to pay any benefits to any person. An Employer’s obligation under the Plan shall be reduced to the extent that any amounts due under the Plan are paid from one or more trusts, the assets of which are subject to the claims of general creditors of the Employer or any affiliate thereof; provided, however, that nothing in the Plan shall require the Company or any Employer to establish any trust to provide benefits under the Plan, and no Participant shall have any interest in or claim to any assets of any such trust as the Company may, from time to time, establish or maintain for such purpose.

                         1.6. Applicable Laws. The Plan shall be construed and administered in accordance with the laws of the State of Illinois to the extent that such laws are not preempted by the laws of the United States of America.

                         1.7. Plan Year. The “Plan Year” shall be the calendar year.

                         1.8. Gender and Number. Where the context admits, words in the masculine gender shall include the feminine, words in the singular shall include the plural and the plural shall include the singular.

                         1.9. Notices. Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of the Company, at its principal executive offices. Any notice required under the Plan may be waived by the person entitled to notice.

                         1.10. Action by Employers. Any action required or permitted to be taken under the Plan by any Employer which is a corporation shall be by resolution of its Board of Directors, or by a person or persons authorized by its Board of Directors. Any action required or permitted to be taken by any Employer which is a partnership shall be by a general partner of such partnership or by a duly authorized officer thereof.

                         1.11. Limitations on Provisions. The provisions of the Plan and the benefits provided hereunder shall be limited as described herein. Any benefit payable under the 401(k) Savings Plan shall be paid solely in accordance with the terms and conditions of the 401(k) Savings Plan and nothing in this Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the 401(k) Savings Plan,

                         1.12. Claims and Review Procedures. The claims procedure applicable to claims and appeals of denied claims under the 401(k) Savings Plan shall apply to any claims for benefits under the Plan and appeals of any such denied claims.

SECTION 2

Participation

                         2.1. Eligibility to Participate. Each person who was a “Participant” in the Plan immediately prior to the Effective Date shall continue as a Participant hereunder for periods thereafter, subject to the terms and conditions of the Plan. Subject to the terms and conditions of the Plan, the key employees of an Employer who shall be eligible to become Participants in the Plan for periods on and after the Effective Date shall be designated from time to time by the Company. Once an eligible employee becomes a Participant, he shall continue as such for so long as he has a benefit payable under the Plan.

                         2.2. Restriction on Participation. Notwithstanding any provision of this Section 2 to the contrary, participation in the Plan shall be limited to a select group of management or highly compensated employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. If the Committee determines that participation by one or more Participants shall cause the Plan to be subject to Part 2, 3, or 4 of Title I of ERISA, the entire

interest of such Participant or Participants under the Plan shall be immediately paid to such Participant or Participants or shall otherwise be segregated from the Plan, in the discretion of the Committee, and such Participant or Participants shall cease to have any interest under the Plan.

                         2.3. Plan Not Contract of Employment. The Plan does not constitute a contract of employment, and participation in the Plan will not give any employee the right to be retained in the employ of any Employer nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

SECTION 3

Deferred Compensation. Plan Benefits and Accounting

                         3.1. Participant Account. The Committee shall maintain or cause to be maintained an “Account,” (and such subaccounts as it deems desirable) in the name of each Participant, which shall reflect the sum of the following amounts:

(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.

The beginning balance of each Participant’s Account on the Effective Date shall be the amount credited to him under the Plan as in effect immediately prior to the Effective Date.

                         3.2. 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

	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.

                         3.3. Matching Credits. Subject to such terms, conditions, and limitations as the Committee may from time to time impose, for each Plan Year, the Account of each Participant who files a Participation Election for such year shall be credited with “Matching Credits” in the amount, if any, that would have been credited to his account as a “Matching Contribution” under the 401(k) Savings Plan had the Participant made Before Tax Contributions to the 401(k) Savings Plan for the same period and at the same rate as he defers compensation under subsection 3.2 and had the limitations of Code section 415, 402(g) and 401(a)(17) not applied. The amount of Matching Credits for any period shall be credited to the Participant’s Account at the same time as Matching Contributions would have been credited to his Account under the 401(k) Savings Plan or at such other time as the Committee may reasonably provide in accordance with uniform procedures established by it.

                         3.4. Make-Whole Credits. For each Plan Year, an amount (referred to as a “Make-Whole Credit”) equal to the amount by which a Participant’s Employer Contribution under the 401(k) Savings Plan for that year is reduced by reason of either the limitations of Code section 415 or 401(a)(17) or by reason of deferrals under this Plan shall be credited to the Participant’s Account, at the same time that Employer Contributions would otherwise have been credited to his Account under the 401(k) Savings Plan or such other time as the Committee may reasonably determine in accordance with uniform procedures established by it.

                         3.5. Coordination with 401(k) Savings Plan, A Participant’s Participation Election shall apply both to this Plan and the 401(k) Savings Plan. With respect to each Plan Year, deferrals from the Participant’s compensation shall be made first to the 401(k) Savings Plan in an amount equal to the lesser of (1) the amount of compensation deferrals elected in his Participation Election for that Plan Year, (2) the maximum amount of elective deferrals that may be made by the Participant for that Plan Year after the application of the actual deferral percentage test under Section 401(k)(3)(A)(ii) of the Code plus any contribution that may be made to the 401(k) Savings Plan for that Nan Year by the Participant pursuant to Section

414(v) of the Code, or (3) the maximum amount of elective deferrals that may be made to the 401(k) Savings Plan by the Participant for that Plan Year pursuant to Section 402(g) of the Code plus any contribution that may be made for that Plan Year by the Participant pursuant to Section 414(v) of the Code. Deferrals that exceed the amount described in the preceding sentence and that cannot be made to the 401(k) Savings Plan shall be credited to the Participant’s Account at such time as the Committee may reasonably determine in accordance with uniform procedures established by it.

                         3.6. Adjustment of Accounts. The amounts credited to a Participant’s Account in accordance with subsection 3.2, 3.3, and 3.4 shall be adjusted from time to time in accordance with uniform procedures established by the Committee to reflect the value of an investment equal to the Participant’s Account balance in one or more assumed investments that the Company offers from time to time, and that the Participant directs the Committee to use for purposes of adjusting his Account. To the extent determined by the Committee, Participant investment directions may be made by such electronic or other method permitted by the Committee, and separate directions may be made with respect to existing and future Account balances and different portions of his Account. Except as otherwise provided by the Company and communicated to Participants, the assumed investments offered to Participants under the Plan shall be the investment alternatives available under the 401(k) Savings Plan (excluding the Company stock fund), subject to the following:

(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.

The Company (by action of its Board of Directors) may prospectively add or eliminate any assumed investment alternative at any time. Notwithstanding the election by Participants of certain assumed investments and the adjustment of their Account balance based on such investment directions, the Plan does not require, and no trust or other instrument maintained in connection with the Plan shall require, that any assets or amounts which are set aside in trust or otherwise for the purpose of paying Plan benefits shall actually be invested in the investment alternatives selected by Participants.

                         3.7. Statement of Accounts. As soon as practicable after the last day of each Plan year, the Committee will cause to be delivered to each Plan Participant a statement of the balance of his Plan Account.

SECTION 4

Payment of Plan Benefits

                         4.1. Vesting. A Participant shall have at all times a fully vested and nonforfeitable interest in the amounts theretofore credited to his Account which are attributable to the amount of compensation deferred by him in accordance with subsection 3.2. The interest of a Participant in his Account attributable to his Matching Credits and Make-Whole Credits shall become vested and nonforfeitable under the same terms and conditions as his Matching Account and his Employer Contribution Account under the 401(k) Savings Plan become vested and nonforfeitable.

                         4.2. Distribution on Termination. Each Participant must, as of the date set forth in paragraph (a) below, prior to the start of each Plan Year, elect the manner in which his Account will be distributed by following the procedures described below and by satisfying such additional requirements as the Committee may determined. Any portion of a Participant’s Account that is not vested upon his termination of employment shall be forfeited as of the date, if any, that the Participant’s Matching Contribution Account and Employer Contribution Account (or any portion thereof) is forfeited under the 401(k) Savings Plan.

(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.

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.

                         4.3. Distributions To Persons Under Disability. In the event that a Participant or his Beneficiary is declared incompetent and a conservator or other person legally charged with the care of his person or of his estate is appointed, any benefit to which such Participant or Beneficiary is entitled under the Plan shall be paid to such conservator or other person legally charged with the care of his person or of his estate.

                         4.4. Beneficiary. Each Participant from time to time, by signing a form furnished by the Committee, may designate any legal or natural person or persons (who may be designated contingently or successively) to whom his benefits under the Plan are to be paid if he dies before he receives all of his Plan benefits. A beneficiary designation form will be effective only when the signed form is filed with the Committee while the Participant is alive and will cancel all beneficiary designation forms filed earlier. Except as otherwise specifically provided in this subsection 4.4, if a deceased Participant failed to designate a beneficiary as provided above, or if the designated beneficiary of a deceased Participant dies before him or before complete payment of the Participant’s benefits, his benefits shall be paid to the legal representative or representatives of the estate of the last to die of the Participant and his designated beneficiary.

                         4.5. Benefits May Not Be Assigned or Alienated. The benefit payable to any Participant or Beneficiary under the Plan may not be voluntarily or involuntarily assigned, alienated or encumbered.

                         4.6. Deferred Commencement of Payments Upon Separation From Service. Notwithstanding any provision of this Plan to the contrary, distribution to a Participant of his Account upon a Separation from Service shall commence on the first day of the seventh month following the Participant’s Separation from Service. In the event this subsection 4.6 is applicable to a Participant, any distribution which would otherwise be paid to the Participant within the first six months following his Separation from Service shall be accumulated and paid to the Participant in a lump sum on the first day of the seventh month following the Separation from Service. Any subsequent distributions shall be paid in the manner specified by the form of distribution applicable to the Participant.

                         4.7. Payment of Small Accounts. Notwithstanding anything in this Plan to the contrary and only to the extent permitted under Section 409A, if a Participant becomes entitled to a distribution of his Account balance by reason of his or her Separation from Service and the value of the Participant’s Account balance is equal to or less than the dollar limit set forth in Section 402(g) of the Code, then the Committee may, in its sole discretion, pay to the Participant his or her entire Account balance in a single lump sum cash payment. Any such payment will be made as soon as administratively feasible (but no later than 60 days) following Separation from Service. The provisions of this subsection 4.7 shall be applied by treating the Participant’s interest under the Plan, and all plans and arrangements of the Company and all Related Companies that are required to be aggregated with the Plan under Section 409A, as if they were a single plan.

                         4.8. Distributions Upon Income Inclusion Under Section 409A. Upon the inclusion of any amount into a Participant’s income as a result of the failure of this non- qualified deferred compensation plan to comply with the requirements of Section 409A, to the

extent such tax liability can be covered by the amount of the Participant’s Account, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure

                         4.9. Tax Treatment and Withholding. Benefits under the Plan shall be subject to withholding of all applicable taxes. Notwithstanding any provision of the Plan to the contrary, neither the Company nor any Employer makes any representation or warranty regarding the tax consequences of the Plan to Participants or other persons entitled to benefits hereunder.

SECTION 5

Amendment and Termination

                         5.1. Amendments and Termination. The Company may, at any time, amend or terminate the Plan except that no amendment or termination shall reduce a Participant’s benefits to less than the amount he would have been entitled to receive if he had resigned from the employ of all the Employers and Related Companies on the date of the amendment. Except as otherwise provided below, all amounts deferred under the Plan prior to the date of any such amendment or termination of the Plan shall continue to become due and payable in accordance with the distribution provisions of Section 4 as in effect immediately prior to such amendment or termination.

     Notwithstanding anything to the contrary in this subsection 5.1, each Participant’s benefit shall be distributed immediately in a lump sum if this Plan terminates under the following circumstances:

(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

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.

                         5.2. Termination as to Employers. The Plan, as applied to all Employers, will terminate on the date it is terminated by the Company. The Plan as applied to any Employer, will terminate on the first to occur of the following:

(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.

If the Plan terminates as to any Employer, the Employer’s obligation to make payment of Participants’ benefits attributable to such Employer’s employees shall continue to the extent of benefits accrued as of the date such termination occurs.

                         5.3. Rights Not Limited by Section 409A. The rights reserved to the Company and the Employers under this Section 5 shall not be subject to any limitation or restriction merely because the exercise of such rights may result in adverse tax consequences to Participants or other persons under Section 409A of any other law.

     IN WITNESS WHEREOF, this amended and restated Plan has been executed this 12^th day of November  , 2008.

A.M. CASTLE & CO.
By:	/s/ Paul J. Winsauer
Printed Name:	Paul J. Winsauer
Title:	VP — Human Resources

EX-10.15

Exhibit 10.15

A.M. CASTLE & CO.

SUPPLEMENTAL PENSION PLAN

(As Amended and Restated Effective as of January 1, 2009)

TABLE OF CONTENTS

	Page
SECTION 1 GENERAL		1
1.1 History, Purpose and Effective Date		1
1.2 Related Companies and Employers		2
1.3 Definitions		2
1.4 Plan Administration		2
1.5 Source of Benefit Payments		2
1.6 Applicable Laws		3
1.7 Gender and Number		3
1.8 Claims and Review Procedures		3
SECTION 2 PARTICIPATION		3
2.1 Participation		3
2.2 Plan Not Contract of Employment		3
SECTION 3 AMOUNT AND PAYMENT OF SUPPLEMENTAL PENSION BENEFITS		3
3.1 Amount of Supplemental Pension Benefit		3
3.2 Transition Period Election of Benefit Commencement Date		4
3.3 Election to Defer Benefit Commencement Date		4
3.4 Distribution of Supplemental Pension Benefits		5
3.5 Form of Payment		5
3.6 Distribution of Small Amounts		6
3.7 Reemployment		6
3.8 Survivor Benefit		7
3.9 Time of Payment of Survivor Benefit		7
3.10 Actuarial Equivalence		7
3.11 Deferred Commencement of Payments Upon Separation From Service		7
3.12 Distributions Upon Income Inclusion Under Section 409A		8
SECTION 4 ADDITIONAL PROVISIONS		8
4.1 Payment of Benefit in the Event of Disability		8
4.2 Benefits Not Transferable		8
4.3 Tax Treatment and Withholding		8

	Page
SECTION 5 AMENDMENT AND TERMINATION		8
5.1 Amendment.		8
5.2 Termination		8
5.3 Rights Not Limited by Section 409A		9

A.M. CASTLE & CO.
SUPPLEMENTAL PENSION PLAN
(As Amended and Restated Effective as of January 1, 2009)

SECTION 1

General

     1.1 History. Purpose and Effective Date. Effective January 1, 1987, A.M. Castle & Co., a Delaware corporation (the “Company”), established the A.M. Castle & Co. Supplemental Pension Plan (the “Plan”) for its employees and the employees of any affiliated corporation which, with the consent of the Company, adopts the Plan. Effective June 5, 2001, A.M. Castle & Co. was merged with and into its wholly owned subsidiary, Castle Merger, Inc., a Maryland corporation, and the surviving corporation, Castle Merger, Inc. was redesignated A.M. Castle & Co. and was substituted as the “Company” under the terms of the Plan. The initial purpose of the Plan was to provide supplemental retirement benefits to employees whose pension benefits otherwise payable under the A.M. Castle & Co. Salaried Employees Pension Plan (the “Qualified Plan”) were limited by operation of section 415 of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan was amended and restated effective as of January 1, 1988 to provide supplemental retirement benefits for employees of the Company and its affiliates whose benefits under the A.M. Castle & Co. Employees Profit Sharing Plan were limited under the Code. Effective as of January 1, 1989, the Company established the A.M. Castle & Co. Supplemental Profit Sharing Plan, and any supplemental profit sharing benefits to which a Participant is entitled have since been provided under that separate plan. Effective for Plan Years beginning on or after January 1, 1989, benefits under the Qualified Plan are subject to limitations under section 401(a)(17) of the Code, and since that time the Plan has been and continues to be administered to provide supplemental retirement benefits to employees whose pension benefits under the Qualified Plan are limited by operation of section 415 or section 401(a)(17) of the Code, or both. The provisions set forth herein constitute an amendment, restatement and continuation of the Plan as in effect immediately prior to January 1, 2009 (the “Effective Date”), subject to the following:

(a)	The Plan as set forth herein shall 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.

The Plan is intended to be an unfunded “excess benefit plan” within the meaning of section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); provided, however, that, to the extent, if any, that the Plan provides benefits which cannot be provided by an excess benefit plan, the Plan shall constitute an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

     1.2 Related Companies and Employers. The term “Related Company” means any corporation, trade or business during any period in which it is, along with the Company, a member of a controlled group of corporations or a controlled group of trades or businesses (as described in sections 414(b) and (c), respectively, of the Code. The Company and each Related Company which, with the consent of the Company, adopts the Plan are referred to below collectively as the “Employers” and individually as an “Employer.”

     1.3 Definitions. Unless the context clearly requires otherwise, or except as otherwise provided by the Committee from time to time, any word, term or phrase used in the Plan shall have the same meaning as is assigned to it under the terms of the Qualified Plan.

     1.4 Plan Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Committee appointed to act under the Qualified Plan. In controlling and managing the operation and administration of the Plan, the Committee shall have the same rights, powers and duties as it has under the Qualified Plan.

     1.5 Source of Benefit Payments. The amount of any benefit payable with respect to any Participant under the Plan shall be paid by each Employer, pro rata, according to the amount such Employer contributed on behalf of the Participant under the Qualified Plan, as compared with the amount contributed on behalf of the Participant by the Company and all other companies participating in the Qualified Plan. An Employer shall not be required to pay benefits to a Participant under the Plan in excess of the amount determined under the preceding sentence, and a Participant’s entitlement to benefits under the Plan shall be limited (with any amounts in excess of such limit forfeited) in accordance with the preceding sentence to the extent that Related Companies which have contributed to the Qualified Plan on behalf of the Participant are not Employers under this Plan. Benefits payable under the Plan by any Employer shall be paid from the general revenues and assets of the Employer. An Employer’s obligation under the Plan shall be reduced to the extent that any amounts due under the Plan are paid from one or more trusts, the assets of which are subject to the claims of general creditors of the Employer or any affiliate thereof; provided, however, that nothing in the Plan shall require the Company or any Employer to establish any trust to provide benefits under the Plan, and no Participant shall have any interest in or claim to any assets of any such trust as the Company may, from time to time, establish or maintain for such purpose.

     1.6 Applicable Laws. The laws of Illinois shall be the controlling state law in all matters relating to the Plan and shall be applicable to the extent that they are not preempted by the laws of the United States of America.

     1.7 Gender and Number. Where the context admits, words in any gender shall include each other gender, words in the plural shall include the singular and words in the singular shall include the plural.

     1.8 Claims and Review Procedures. The claims procedure applicable to claims and appeals of denied claims under the Qualified Plan shall apply to any claims for benefits under the Plan and appeals of any such denied claims.

SECTION 2

Participation

     2.1 Participation. Subject to the terms and conditions of the Plan, each person who was a “Participant” in the Plan immediately prior to the Effective Date shall continue as a Participant in the Plan from and after the Effective Date. Subject to the terms and conditions of the Plan, each other employee of an Employer shall become a “Participant” in the Plan as of the first date on which his accrued benefit attributable to Employer contributions under the Qualified Plan is limited by application of either or both of sections 415 and 401(a)(17) of the Code (the “Code Limitations”).

     2.2 Plan Not Contract of Employment. The Plan does not constitute a contract of employment, and participation in the Plan will not give any employee the right to be retained in the employ of any Employer nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan.

SECTION 3

Amount and Payment of
Supplemental Pension Benefits

     3.1 Amount of Supplemental Pension Benefit. Subject to the terms and conditions of the Plan, each Participant whose employment with the Employers and Related Companies terminates for reasons other than death shall be entitled to a “Supplemental Pension Benefit” under the Plan, commencing as of his Benefit Commencement Date (as defined in subsection 3.4 below), in an amount (expressed as a single life annuity) equal to:

(a) the amount of the benefit (expressed as a single life annuity), if any, which the Participant would be entitled to receive under the Qualified Plan commencing on such Benefit Commencement Date (whether or not benefits under the Qualified Plan actually commence on such date), if the Qualified Plan benefit were determined without regard to the Code Limitations;

REDUCED BY

(b) the amount of the benefit (expressed as a single life annuity) which the Participant would be entitled to receive under the Qualified Plan if the Qualified Plan benefit commenced on such Benefit Commencement Date (whether or not benefits under the Qualified Plan actually commence on such date).

     3.2 Transition Period Election of Benefit Commencement Date. Subject to the terms and conditions of the Plan, each individual who is a Participant in the Plan prior to the Effective Date and who is permitted by the Company to make an election under this subsection 3.2, may elect the time at which payment of his Plan benefit will commence 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:

(a)	an election pursuant to this subsection 3.2 shall be available only to the extent that payment would not otherwise commence in the year in which the election is made;
(b)	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; and
(c)	as provided in subsection 3.11, the earliest date that benefits may commence shall be the first day of the seventh calendar month after the calendar month in which occurs the Participant’s “Separation from Service” (as defined below).

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.

Any individual who first becomes eligible to participate in the Plan on or after January 1, 2009 shall not be entitled to elect the time at which benefits will commence, except to the extent permitted under subsection 3.3.

     3.3 Election to Defer Benefit Commencement Date. A Participant who is eligible to retire and commence payment of an Early Retirement Income under the Qualified Plan may make a one-time irrevocable election prior to attainment of age 59 to defer the earliest age at which payment of his Supplemental Pension Benefit will commence pursuant to paragraph 3.4(b), subject to the following:

(a) such election shall not be effective unless it is made in writing at least 12 months prior to the date on which the Participant’s benefits would have

	commenced had an election pursuant to this subsection 3.3 not been made; and
(b)	the election must delay the earliest age at which the Participant’s benefits are to commence by at least five years (but not beyond age 65) from the age at which the Participant’s benefits would have commenced in the absence of an election under this subsection 3.3.

An election pursuant to this subsection 3.3 shall be made in such form and manner, and subject to such rules and limitations consistent with the Plan, as may be prescribed by the Committee from time to time.

     3.4 Distribution of Supplemental Pension Benefits. Subject to the terms and conditions of the Plan and except as otherwise provided in subsection 3.11, payment of a Participant’s Supplemental Pension Benefit shall commence on his “Benefit Commencement Date” which shall be determined as follows:

(a)	If a Participant is eligible to file, and timely does file, an election as to the time of payment in accordance with subsection 3.2 of the Plan, the Participant’s Benefit Commencement Date shall be the date elected by the Participant in accordance with subsection 3.2 (but no earlier than the first day of the calendar month following the calendar month in which the Participant’s Separation from Service occurs).
(b)	If the Participant fails to timely file, or is not eligible to file, an election as to the time of payment in accordance with subsection 3.2, and, on his Separation from Service, he is eligible for an Early Retirement Income under the Qualified Plan, the Participant’s Benefit Commencement Date shall be the later of (i) the first day of the calendar month following the calendar month in which the Participant attains age 60 or such later age (if any) as is elected by the Participant in accordance with subsection 3.3; or (ii) the first day of the calendar month following the calendar month in which the Participant’s Separation from Service occurs.
(c)	If the Participant fails to timely file, or is not eligible to file, an election as to the time of payment in accordance with subsection 3.2, and, on his Separation from Service, he is not eligible for an Early Retirement Income under the Qualified Plan, the Participant’s Benefit Commencement Date shall be the later of (i) the first day of the calendar month following the calendar month in which the Participant attains age 65 or (ii) the first day of the calendar month following the calendar month in which the Participant’s Separation from Service occurs.

     3.5 Form of Payment. Subject to the terms and conditions of the Plan, a Participant’s Supplemental Pension Benefit will be distributed in accordance with the following:

(a) If a Participant is not married on his Benefit Commencement Date, payment will be made in the form of a single life annuity, unless the

	Participant elects, in accordance with paragraph (c) next below, to have his benefit paid in another actuarially equivalent form of life annuity.
(b)	If a Participant is married on his Benefit Commencement Date, payment will be made in the form of a Surviving Spouse Annuity which is actuarially equivalent to the Participant’s single life annuity, unless the Participant elects, in accordance with paragraph (c) next below to have his benefit paid in another form of actuarially equivalent life annuity.
(c)	At any time before the date on which payment commences, a Participant may

(i)	elect that his Supplemental Pension Benefit be paid in any other form of life annuity available under the Qualified Plan that is actuarially equivalent to the Participant’s single life annuity; and
(ii)	choose a contingent annuitant other than his spouse for any such form of payment that allows the Participant to designate a contingent annuitant.

Any election made pursuant to this subsection 3.5 shall be made in writing, in such form and manner, and subject to such rules and limitations, as may be prescribed by the Committee from time to time consistent with the terms of the Plan. In no event shall a Participant be entitled to change his Benefit Commencement Date, other than pursuant to an election made in accordance with either subsection 3.2 or subsection 3.3 of the Plan.

     3.6 Distribution of Small Amounts. Notwithstanding any provision of this Section 3 to the contrary, the Committee may, in its sole discretion, direct that a Participant’s Supplemental Pension Benefit be paid to the Participant in a lump sum at the date on which his annuity payments otherwise would have commenced, if:

(a)	the value (determined as of the Participant’s Benefit Commencement Date) of the Participant’s Supplemental Pension Benefit does not exceed the applicable dollar amount in effect under section 402(g)(l)(B) of the Code; and
(b)	such lump sum payment results in the termination and liquidation of the Participant’s entire interest in the Plan.

The provisions of this subsection 3.6 shall be applied by treating the Participant’s interest under the Plan, and all plans and arrangements of the Company and all Related Companies that are required to be aggregated with the Plan under Section 409A, as if they were a single plan. Any exercise of Committee discretion to pay benefits in a lump sum pursuant to this subsection 3.6 shall be evidenced in writing no later than the date of payment.

     3.7 Reemployment. If a Participant is reemployed by the Company or a Related Company after incurring a Separation from Service, any benefits accrued by the Participant prior to the initial Separation from Service shall be distributed as if such reemployment had not

occurred. Any benefit to which the Participant becomes entitled under the Plan upon a subsequent Separation from Service shall be actuarially adjusted, using such reasonable actuarial assumptions and methods as the Committee shall determine for such purposes, to reflect the value of any payments which the Participant has received and will receive under the Plan and the Qualified Plan due to a prior Separation from Service.

     3.8 Survivor Benefit. If a Participant dies prior to his Benefit Commencement Date and would otherwise have been eligible for a benefit under the Plan, his surviving spouse will be entitled to a “Survivor Benefit.” The Survivor Benefit shall be a monthly payment to the surviving spouse in an amount determined as follows:

(a)

In the case of a Participant who dies on or after the earliest date on which Plan benefits would have commenced to him had he incurred a Separation from Service, the Survivor Benefit shall be an amount equal to 50% of the monthly Supplemental Pension Benefit to which the Participant would have been entitled had he commenced receipt of his Supplemental Pension Benefit as of the date as of which payment of the Survivor Benefit commences in accordance with subsection 3.9 and had his benefits been paid in the form of a Surviving Spouse Annuity.

(b)

In the case of a Participant who dies before the earliest date on which Plan benefits would have commenced to him had he incurred a Separation from Service, the Survivor Benefit shall be an amount equal to 50% of the monthly Supplemental Pension Benefit to which the Participant would have been entitled had he terminated employment on the date of death (or the date of his actual termination of employment, if earlier), survived to the date that would have been his Benefit Commencement Date, and commenced receipt of his Supplemental Pension Benefit as of that date in the form of a Surviving Spouse Annuity (disregarding any otherwise applicable requirement to defer commencement to the first day of the seventh month after a Separation from Service).

     3.9 Time of Payment of Survivor Benefit. Payment of the Survivor Benefit to a surviving spouse shall commence as of the first day of the calendar month following the later of the Participant’s date of death or the earliest date on which benefits would have commenced to the Participant (had he incurred a Separation from Service), and shall continue until and including the month in which the surviving spouse dies.

     3.10 Actuarial Equivalence. Except as otherwise provided in the Plan, the determination of the actuarial equivalence shall be made in accordance with the Qualified Plan provisions relating to actuarial equivalence.

     3.11 Deferred Commencement of Payments Unon Separation From Service. Notwithstanding any provision of this Plan to the contrary, benefit distributions made to a Participant upon a Separation from Service shall commence on the first day of the seventh month following the Participant’s Benefit Commencement Date. In the event this subsection 3.11 is applicable to a Participant, any distribution which would otherwise be paid to the Participant

within the first six months following his Benefit Commencement Date shall be accumulated and paid to the Participant in a lump sum on the first day of the seventh month following the Benefit Commencement Date. All subsequent distributions shall be paid in the manner specified by the form of distribution applicable to the Participant.

     3.12 Distributions Upon Income Inclusion Under Section 409A. Upon the inclusion of any amount into a Participant’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A, to the extent such tax liability can be covered by the amount of the Participant’s Supplemental Pension Benefit, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

SECTION 4

Additional Provisions

     4.1 Payment of Benefit in the Event of Disability. In the event that a Participant is under a legal disability or is in any way incapacitated so as to be unable to manage his financial affairs, the Employers may make payments under this Plan to a relative or friend of the Participant, or, if applicable, his spouse or beneficiaries, until a conservator or other person legally charged with the care of his person or of his estate has been appointed and makes a claim for such benefits.

     4.2 Benefits Not Transferable. Benefits payable to a Participant and, if applicable, his surviving spouse or beneficiaries under this Plan are not subject to the claims of his creditors, other than the Employers (the payment or offset of such Employer claims, however, being potentially subject to Section 409A), and may not be voluntarily or involuntarily assigned, alienated or encumbered.

     4.3 Tax Treatment and Withholding. Benefits under the Plan shall be subject to withholding of all applicable taxes. Notwithstanding any provision of the Plan to the contrary, neither the Company nor any Employer makes any representation or warranty regarding the tax consequences of the Plan to Participants or other persons entitled to benefits hereunder.

SECTION 5

Amendment and Termination

     5.1 Amendment. The Company may amend or terminate the Plan, at any time, to take effect retroactively or otherwise, as deemed necessary or advisable for purposes of conforming the Plan to any present or future law, regulations or rulings relating to plans of this or a similar nature, except that no amendment or termination shall reduce a Participant’s benefits to less than the amount he would be entitled to receive if he had incurred a Separation from Service on the date of the amendment.

     5.2 Termination. The Plan, as applied to all Employers, will terminate on the date it is terminated by the Company. The Plan, as applied to any Employer, will terminate on the first to occur of the following:

(a)	the date it is terminated by that 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.

In the event of any Plan termination, each Participant’s benefits under the Plan shall be paid at the same time and in the same form as had such termination not occurred, except as otherwise provided by the Company, by Plan amendment or otherwise, and each Employer’s obligation to make payment of Participants’ benefits under subsection 1.5 shall continue to the extent the benefits were accrued as of the date such termination occurs.

     5.3 Rights Not Limited by Section 409A. The rights reserved to the Company and the Employers under this Section 5 shall not be subject to any limitation or restriction merely because the exercise of such rights may result in adverse tax consequences to Participants or other persons under Section 409A or any other law.

     IN WITNESS WHEREOF, this amended and restated Plan has been executed this 12^th day of November, 2008

A. M. CASTLE & CO.
By:	/s/ Paul J. Winsauer
Printed:	Paul J. Winsauer
Title:	VP — Human Resources

EX-21.1

Exhibit 21.1

Subsidiary	Registered in	Acquired
A. M. Castle & Co. (Canada) Inc.	Ontario	July 31, 1990
Advanced Fabricating Technology LLC.	Delaware	May 1, 2000
Castle Metals de Mexico S.A. de C.V.	Mexico	February 27, 2004
A. M. Castle & Co. (Singapore) Pte. Ltd.	Singapore	October 13, 2006
Keystone Tube Company	Delaware	June 2, 1997
Oliver Steel Company	Delaware	July 15, 1998
Paramont Machine Company, LLC	Delaware	April 1, 1999
Total Plastics, Inc.	Michigan	January 2, 1996
Transtar Intermediate Holdings #2, Inc.	Delaware	September 5, 2006
Transtar Metals Holdings	Delaware	September 5, 2006
Transtar Inventory Corp.	Delaware	September 5, 2006
Transtar Metals Corp.	Delaware	September 5, 2006
Transtar Marine Corp.	Delaware	September 5, 2006
A.M. Castle Metal Materials (Shanghai) Co., Ltd.	Pu Dong Province, Peoples Republic of China	November 22, 2007
Metals U.K. Group	United Kingdom	January 3, 2008

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-30545, 33-37818, 333-118030, 333-118031 and 333-154915 on Form S-8 and Registration Statement Nos. 333-87254, 333-106709 and 333-02519 on Form S-3 of our reports dated March 11, 2009, relating to the consolidated financial statements and financial statement schedule of A.M. Castle & Co. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of A.M. Castle & Co. for the year ended December 31, 2008.

DELOITTE & TOUCHE LLP

Chicago, Illinois
March 11, 2009

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael H. Goldberg, certify that:

1.	I have reviewed this Annual Report on Form 10-K of A. M. Castle & Co. (the “Company”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.	The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the Company and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: March 11, 2009	/s/ Michael H. Goldberg
	Michael H. Goldberg
	President and Chief Executive Officer (Principal Executive Officer)

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EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott F. Stephens, certify that:

1.	I have reviewed this Annual Report on Form 10-K of A. M. Castle & Co. (the “Company”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.	The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the Company and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: March 11, 2009	/s/ Scott F. Stephens
	Scott F. Stephens
	Vice President and Chief Financial Officer (Principal Financial Officer)

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EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report of A. M. Castle & Co. (the “Company”) on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael H. Goldberg, President and Chief Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael H. Goldberg  

Michael H. Goldberg 

President and Chief Executive Officer
March 11, 2009 

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EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of A. M. Castle & Co. (the “Company”) on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott F. Stephens, Vice President and Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Scott F. Stephens  

Scott F. Stephens 

Vice President and Chief Financial Officer
March 11, 2009 

75