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 was amended in its entirety as of November 1, 2008 to comply with the American Jobs Creation Act of 2004, as amended (the “Jobs Act”), and Code Section 409A. Prior to November 1, 2008, it is intended that the Plan be interpreted according to a good faith interpretation of the Jobs Act and Code Section 409A, and consistent with published guidance thereunder, including, without limitation, IRS Notice 2005-1 and the proposed and final Treasury regulations under Code Section 409A . The Plan is hereby further amended and restated effective as of January 1, 2015, as set forth in this document. In the event of any inconsistency between the terms of the Plan and Code Section 409A, Code Section 409A and related Treasury guidance and regulations issued thereunder shall prevail and govern.