SECURITIES PLEDGE AGREEMENT


     THIS  SECURITIES   PLEDGE  AGREEMENT  (this   "Agreement"),   dated  as  of
"-----------"  2005,  is made  by  KEYSTONE  CONSOLIDATED  INDUSTRIES,  INC.,  a
Delaware      corporation      (the      "Pledgor"),       in      favor      of
[____________________________________________________]  (the "Pledgee"),  in its
capacity  as  trustee  for the  Holders  of the Class A6 Claims  under the Third
Amended  Joint  Plan  of  Reorganization  of  the  Reorganized  Debtors,  DeSoto
Environmental Management, Inc., a Delaware corporation, J.L. Prescott Company, a
New Jersey  corporation,  Sherman Wire Company (f/k/a DeSoto,  Inc.), a Delaware
corporation  and Sherman  Wire of  Caldwell,  Inc.,  a Nevada  corporation  (the
"Plan"),  confirmed  by the  Court in the  Chapter  11 Cases of the  Reorganized
Debtors and certain affiliated  debtors.  Capitalized terms used and not defined
herein shall have the respective  meanings  assigned to them in that  Promissory
Note of even date herewith,  in the original  principal amount of $4,800,000.00,
from the  Reorganized  Debtors  to the  Trustee  (the  "Note")  or in the  Plan.
References  herein to the Note shall be deemed to include the Supplemental  Note
(as hereafter defined).

                                   WITNESSETH

     WHEREAS,  contemporaneously  herewith,  the Reorganized Debtors have issued
and  delivered  to the  Trustee the Note and have agreed to issue and deliver to
the Trustee a  supplemental  promissory  note (the  "Supplemental  Note") to the
extent  required by the Plan and the Lock-Up  Agreement in order to evidence the
full amount of the New Secured Note Distribution; and

     WHEREAS,  the Plan and the Lock-Up Agreement provide that the Note shall be
secured by a junior lien on the Pledgor's  equity  interests in Engineered  Wire
Products, Inc., an Ohio corporation ("EWP") and the proceeds thereof; and

     WHEREAS,  the Pledgor  and the  Pledgee  desire to provide for the grant of
such junior lien on the terms and conditions set forth in this Agreement;

     NOW,  THEREFORE,   for  good  and  valuable  consideration,   the  receipt,
sufficiency  and  adequacy  of which are hereby  acknowledged,  the  Pledgor and
Pledgee hereby agree as follows:

     1. Pledge.  The Pledgor  hereby  pledges to the Pledgee,  and grants to the
Pledgee a security interest in and lien on, the following property (the "Pledged
Collateral"):

     (a)  all of the  shares  of  capital  stock  of EWP  presently  issued  and
outstanding and owned by Pledgor, as described in Schedule 1 attached hereto and
by this  reference  made a part  hereof,  together  with any and all  shares  of
capital stock or other equity  interests of EWP hereafter  issued to the Pledgor
(collectively,  the "Pledged Shares"), and any and all certificates representing
the Pledged Shares, and all dividends, cash, securities, instruments, rights and
other property from time to time received,  receivable or otherwise  distributed
in respect of or in exchange for any or all of such Pledged Shares; and




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     (b) all other property  hereafter  delivered to the Pledgee in substitution
for, as proceeds of, or as additions to any of the foregoing,  together with all
certificates,   instruments  and  documents   representing  or  evidencing  such
property,  and all  cash,  securities,  interest,  dividends,  rights  and other
property at any time and from time to time  received,  receivable  or  otherwise
distributed in respect of or in exchange for any or all thereof.

     2.  Security  for  Liabilities.  The Pledged  Collateral  shall  secure the
payment of the  Indebtedness  and the performance of the  Obligations  under and
pursuant to the Note (collectively, the "Liabilities").

     3. Delivery of Pledged Shares. All certificates,  instruments or documents,
if any,  representing or evidencing the Pledged Shares shall be delivered to and
held by or on behalf of the Pledgee pursuant  hereto,  shall be in suitable form
for transfer by delivery,  and shall be accompanied by duly executed instruments
of transfer or assignment in blank,  all in form and substance  satisfactory  to
the Pledgee.  In the event any or all of the Pledged  Shares are  evidenced by a
book entry,  the Pledgor  shall  execute and deliver or cause to be executed and
delivered to the Pledgee such control  agreements,  documents and  agreements as
are  required by the  Pledgee to create and perfect a security  interest in such
non-certificated  Pledged Shares. In addition,  the Pledgee shall have the right
at any time to exchange  certificates or instruments  representing or evidencing
any  Pledged  Shares  for  certificates  or  instruments  of  smaller  or larger
denominations.

     4.  Representations and Warranties.  The Pledgor represents and warrants as
follows:

     (a) The Pledged Shares constitute all of the issued and outstanding capital
stock and equity  interests of EWP and have been duly authorized and are validly
issued and fully paid and non-assessable.

     (b)  The  Pledgor  is,  or at the  time  of any  future  delivery,  pledge,
assignment  or transfer will be, the legal and  beneficial  owner of the Pledged
Collateral,  free and clear of any lien,  security  interest,  pledge,  warrant,
option, purchase agreement,  shareholders'  agreement,  restriction,  redemption
agreement  or other  charge,  encumbrance  or  restriction  of any nature on the
Pledged Collateral, except for the lien created by this Agreement and any senior
lien securing the Exit  Financing  (including  any  refinancing  thereof and any
other secured  indebtedness  incurred by the Pledgor pursuant to approval of the
New Board (as  defined in the  Lock-Up  Agreement)),  with full right to pledge,
assign and transfer the Pledged Collateral to the Pledgee on the terms hereof.

     (c) The pledge of the Pledged Collateral pursuant to this Agreement creates
a valid and perfected security interest in the Pledged Collateral,  securing the
payment of the Liabilities.

     (d) No  authorization,  approval,  or other  action by, and no notice to or
filing with, any  governmental  authority or regulatory  body is required either
(i) for the pledge by the  Pledgor of the  Pledged  Collateral  pursuant to this
Agreement or for the execution, delivery or performance of this Agreement by the
Pledgor,  or (ii) for the  exercise by the Pledgee of the voting or other rights
provided  for in this  Agreement  or the  remedies  in  respect  of the  Pledged
Collateral  pursuant to this Agreement  (except as limited by the Exit Financing
Documents  and any post  Effective  Date  indebtedness  incurred  by the Pledgor
pursuant to the approval of the New Board (the "Other  Approved  Indebtedness"),
and as may be required in connection with a disposition of any Pledged Shares by
laws affecting the offering and sale of securities generally).

     (e) The Pledgor has full power and  authority to enter into this  Agreement
and has the right to vote,  pledge and grant a security  interest in the Pledged
Collateral as provided by this Agreement.

     (f) None of the  Pledged  Shares  have  been  issued  in  violation  of any
federal,  state or other law,  regulation or rule  pertaining to the issuance of
securities,  or in violation of any rights,  pre-emptive  or  otherwise,  of any
present or past stockholder of EWP.

     5. Further Assistance.

     (a) Except as  prohibited,  restricted  or  limited  by the Exit  Financing
Documents and the terms of any Other Approved  Indebtedness,  the Pledgor agrees
that at any time and from  time to time,  at the  expense  of the  Pledgor,  the
Pledgor  will  promptly  execute  and  deliver,  or  cause  to be  executed  and
delivered,  all  certificates,  if any,  representing the Pledged Shares,  stock
and/or bond powers, proxies,  assignments,  instruments and documents; will take
all steps necessary to properly  register the transfer of the security  interest
hereunder on the books of EWP of any noncertificated  securities included in the
Pledged  Shares;  and will take all  further  action  that may be  necessary  or
reasonably  desirable,  or that the Pledgee may  reasonably  request in its sole
discretion,  in order to perfect  and  protect  the  security  interest  granted
hereby,  to enable the Pledgee to exercise  and enforce its rights and  remedies
hereunder with respect to any Pledged  Collateral,  and to perform and carry out
the provisions of this Agreement.

     (b) Pursuant to any applicable  law, the Pledgor  authorizes the Pledgee to
file or record financing  statements and other filings or recording documents or
instruments  with respect to the Pledged  Shares  without the signatures of such
Pledgor in such form and in such offices as the Pledgee  determines  appropriate
to perfect  the  security  interest  of the Pledgee  under this  Agreement.  The
Pledgor  hereby  ratifies  and  authorizes  the  filing  by the  Pledgee  of any
financing  statement  with respect to the Pledged  Shares made prior to the date
hereof.


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     6. Voting Rights; Dividends; Etc.

     (a) So long as no  Triggering  Default  (as defined in the Note) shall have
occurred:

     (i) The Pledgor  shall be entitled to exercise any and all voting and other
consensual  rights  pertaining to the Pledged Shares or any part thereof for any
purpose not inconsistent with the terms of this Agreement or the Note.

     (ii) The  Pledgor  shall be  entitled  to  receive  and  retain any and all
dividends paid in respect of the Pledged Collateral, provided, however, that any
and all of the following shall be and become Pledged Collateral:

          (A)  dividends  paid or payable  other than in cash in respect of, and
     instruments   and  other   property   received,   receivable  or  otherwise
     distributed in respect of, or in exchange for, any Pledged Collateral,

          (B)  dividends  and other  distributions  paid or  payable  in cash in
     respect of any Pledged  Collateral  in  connection  with a partial or total
     liquidation or  dissolution  or in connection  with a reduction of capital,
     capital surplus or paid-insurplus, and

          (C)  cash  paid,  payable  or  otherwise  distributed  in  respect  of
     principal  of,  or in  redemption  of,  or in  exchange  for,  any  Pledged
     Collateral.

     Except as prohibited, restricted or limited by the Exit Financing Documents
or the terms of Other Approved  Indebtedness,  the foregoing  shall be forthwith
delivered to the Pledgee to hold as Pledged  Collateral  and, if received by the
Pledgor,  shall be received in trust for the benefit of the Pledgee,  segregated
from the other property or funds of the Pledgor,  and forthwith delivered to the
Pledgee  as  Pledged  Collateral  in the  same  form as so  received  (with  any
necessary endorsement).

     (b) Upon the occurrence and during the continuance of a Triggering Default:

     (i) All rights of the Pledgor to exercise  the voting and other  consensual
rights  which it would  otherwise  be entitled  to exercise  pursuant to Section
6(a)(i) and to receive the dividends  which it would  otherwise be authorized to
receive and retain pursuant to Section 6(a)(ii) shall cease, and, subject to and
except as prohibited,  restricted or limited by the Exit Financing  Documents or
the terms of Other Approved Indebtedness, all such rights shall thereupon become
vested in the Pledgee  which  shall  thereupon  have the right to exercise  such
voting and other consensual rights and to receive and hold as Pledged Collateral
such dividends and interest payments; and

     (ii) Subject to and except as prohibited, restricted or limited by the Exit
Financing Documents or the terms of Other Approved  Indebtedness,  all dividends
that are received by the Pledgor  contrary to the provisions of paragraph (i) of
this  Section  6(b) shall be received  in trust for the benefit of the  Pledgee,
shall be segregated  from other funds of the Pledgor and shall be forthwith paid
over to the Pledgee as Pledged  Collateral in the same form as so received (with
any necessary endorsements).

     7. Transfers and Other Liens;  Additional  Shares.  Except  pursuant to the
Exit  Financing  Documents  or the  terms of Other  Approved  Indebtedness,  the
Pledgor agrees that it will not sell, assign, transfer, convey, exchange, pledge
or  otherwise  dispose  of, or grant any  option,  warrant,  right,  contract or
commitment  with  respect  to, any of the Pledged  Collateral  without the prior
written consent of the Pledgee.

     8.  Application of Proceeds of Sale or Cash Held as Collateral.  Subject to
and except as prohibited,  restricted or limited by the Exit Financing Documents
or the terms of Other Approved  Indebtedness,  the proceeds of a sale of Pledged
Collateral  sold  pursuant  to this  Agreement  and/or  the cash held as Pledged
Collateral  hereunder  shall be (a)  retained by the Pledgee as security for the
Liabilities,  or (b) at the election of the  Pledgee,  applied by the Pledgee as
follows:

          First:  to payment of the Costs of Collection (as defined in the Note)
and any unreimbursed advances made by the Pledgee for the account of the Pledgor
hereunder;

          Second:  to the  payment of the  outstanding  Liabilities,  including,
without limitation, accrued and unpaid interest on the Indebtedness; and

          Third:  the  balance,  if any, of such  proceeds  shall be paid to the
Pledgor, or its successors or assigns,  or as a court of competent  jurisdiction
may direct.

     9. The Pledgee  Appointed  Attorney-in-Fact.  Subject to and only effective
upon  the  occurrence  of a  Triggering  Default,  and  except  has  prohibited,
restricted  or limited  by the Exit  Financing  Documents  or the terms of Other
Approved  Indebtedness,  the  Pledgor  appoints  the  Pledgee  as the  Pledgor's
attorney-in-fact,  with full  authority  in the place and instead of the Pledgor
and in the name of the Pledgor or otherwise,  from time to time in the Pledgee's
discretion  to take any action and to execute any  instrument  which the Pledgee
may  reasonably  deem  necessary  or  advisable  to  perform  the  terms of this
Agreement,  including,  without limitation,  to receive, endorse and collect all
instruments  made payable to the Pledgor  representing  any  dividend,  interest
payment or other  distribution in respect of the Pledged  Collateral or any part
thereof and to give full discharge for the same.

     10. The Pledgee May Perform.  If the Pledgor fails to perform any agreement
contained herein, the Pledgee may itself perform,  or cause performance of, such
agreement,  and the  expenses of the Pledgee  incurred in  connection  therewith
shall be payable by the Pledgor under Section 18 of this Agreement.

     11.  Severability.  Any provision of this Agreement  which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability,  and any such prohibition
or   unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable such provision in any other jurisdiction.


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     12.  Reasonable  Care.  The  Pledgee  shall  be  deemed  to have  exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Pledged Collateral is accorded treatment  substantially  equal
to that which the Pledgee accords its own property, it being understood that the
Pledgee shall not have any  responsibility for (i) ascertaining or taking action
with  respect to calls,  conversions,  exchanges,  maturities,  tenders or other
matters relative to any Pledged Collateral, whether or not the Pledgee has or is
deemed to have knowledge of such matters,  or (ii) taking any necessary steps to
preserve  rights  against any parties  with  respect to any Pledged  Collateral;
provided,  however, that upon the Pledgor's  instruction,  the Pledgee shall use
reasonable  efforts to take such  action as the  Pledgor  directs the Pledgee to
take with respect to calls, conversions,  exchanges, maturities, tenders, rights
against  other  parties  or  other  similar  matters  relative  to  the  Pledged
Collateral, but failure of the Pledgee to comply with any such request shall not
of itself be deemed a failure to exercise reasonable care, and no failure of the
Pledgee to preserve or protect any rights with respect to the Pledged Collateral
against  prior  parties,  or to do any act with respect to  preservation  of the
Pledged Collateral not so requested by the Pledgor, shall be deemed a failure to
exercise  reasonable  care  in  the  custody  or  preservation  of  the  Pledged
Collateral.

     13. Subsequent Changes Affecting Collateral.  The Pledgor represents to the
Pledgee that the Pledgor has made its own  arrangements  for keeping informed of
changes or potential changes affecting the Pledged  Collateral  (including,  but
not limited to, rights to convert,  rights to  subscribe,  payment of dividends,
reorganization  or other  exchanges,  tender offers and voting rights),  and the
Pledgor  agrees that the Pledgee shall have no  responsibility  or liability for
informing the Pledgor of any such changes or potential changes or for taking any
action or omitting to take any action with respect thereto.

     14. Events of Default; Remedies upon a Triggering Default.

     (a) The occurrence and  continuation  of an Event of Default under the Note
shall constitute an Event of Default hereunder,  it being understood and agreed,
however,  that the remedies of the Pledgee  provided herein and under applicable
law and equity  shall be  exercisable  only upon the  occurrence  and during the
continuation of a Triggering Default.

     (b) Upon  the  occurrence  and  during  the  continuation  of a  Triggering
Default, the Pledgee shall have, in addition to all other rights afforded by law
or by this  Agreement,  the Note or  otherwise,  but  subject  to and  except as
prohibited,  restricted or limited by the Exit Financing  Documents or the terms
of Other Approved  Indebtedness,  all of the rights and remedies with respect to
the Pledged  Collateral  of a secured  party under the Uniform  Commercial  Code
("Code") in effect in the State of  Illinois  at that time and the Pledgee  may,
without notice and at its option, transfer or register the Pledged Collateral or
any part thereof on the books of EWP thereof into the name of the Pledgee or the
Pledgee's  nominee(s),   with  or  without  any  indication  that  such  Pledged
Collateral  is subject to the security  interest  hereunder.  In addition,  with
respect to any Pledged  Collateral  which  shall then be in or shall  thereafter
come into the possession or custody of the Pledgee, but subject to and except as
prohibited,  restricted or limited by the Exit Financing  Documents or the terms
of Other  Approved  Indebtedness,  the  Pledgee may sell or cause the same to be
sold at any broker's  board or at a public or private sale, in one or more sales
or lots,  at such price or prices as the Pledgee  may deem best,  for cash or on
credit or for  future  delivery,  without  assumption  of any credit  risk.  The
purchaser of any or all Pledged  Collateral  so sold shall  thereafter  hold the
same  absolutely  free  from  any  claim,  encumbrance  or  right  of  any  kind
whatsoever, except for claims, encumbrances or rights that may arise without the
knowledge  or  consent of the  Pledgor.  Unless  any of the  Pledged  Collateral
threatens  to  decline  speedily  in value or is or  becomes of a type sold on a
recognized  market,  the Pledgee will give the Pledgor  reasonable notice of the
time and  place of any  public  sale  thereof,  or of the time  after  which any
private  sale or  other  intended  disposition  is to be  made.  Any sale of the
Pledged Collateral conducted in conformity with reasonable  commercial practices
of banks, insurance companies,  commercial finance companies, or other financial
institutions  disposing of property  similar to the Pledged  Collateral shall be
deemed to be commercially reasonable. Any requirements of notice shall deemed to
be a  reasonable  authenticated  notice  of  disposition  if it is mailed to the
Pledgor as provided in Section 21 below,  at least five (5) days before the time
of the sale or  disposition  and such notice  shall (i) describe the Pledgor and
the Pledgee,  (ii)  describe the Pledged  Collateral  that is the subject of the
intended disposition, (iii) state the method of intended disposition, (iv) state
that the Pledgor is entitled to an accounting of the  Liabilities  and state the
charge, if any, for an accounting and (v) state the time and place of any public
disposition  or the time after which any private  sale is to be made.  Any other
requirement  of  notice,  demand or  advertisement  for sale is,  to the  extent
permitted by law,  waived.  The Pledgee may disclaim any  warranties  that might
arise in connection with the sale or other disposition of the Pledged Collateral
and the Pledgee has no  obligation to provide any  warranties at such time.  The
Pledgee may, in its own name or in the name of a designee or nominee, buy any of
the Pledged  Collateral at any public sale and, if permitted by applicable  law,
at any  private  sale.  All  expenses  (including  court  costs  and  reasonable
attorneys'  fees and expenses) of, or incident to, the enforcement of any of the
provisions  hereof shall be  recoverable  from the proceeds of the sale or other
disposition  of Pledged  Collateral.  In view of the fact that federal and state
securities laws may impose certain restrictions on the method by which a sale of
the Pledged Collateral may be effected after a Triggering  Default,  the Pledgor
agrees that upon the  occurrence  of a  Triggering  Default,  but subject to and
except as prohibited,  restricted or limited by the Exit Financing  Documents or
the terms of Other  Approved  Indebtedness,  the Pledgee may, from time to time,
attempt to sell all or any part of the Pledged  Collateral by means of a private
placement,  restricting  the  prospective  purchasers  to those who can make the
representations  and agreements  required of purchasers of securities in private
placements. The Pledgor agrees that the Pledgee need not give more than ten (10)
days'  notice  of the  time  after  which  a  private  sale  or  other  intended
disposition is to take place and that such notice is reasonable  notification of
such matters.  No  notification  need be given to the Pledgor if the Pledgor has
signed, after the occurrence and during the continuance of a Triggering Default,
a statement  renouncing or modifying any right to  notification of sale or other
intended disposition.

     In addition,  upon the occurrence of a Triggering  Default,  but subject to
and except as prohibited,  restricted or limited by the Exit Financing Documents
or the  terms of Other  Approved  Indebtedness,  all  rights of the  Pledgor  to
exercise  the voting and other  rights  which it would  otherwise be entitled to
exercise and to receive  dividends in respect of the Pledged  Collateral,  shall
cease,  and all such  rights  shall  thereupon  become  vested in the Pledgee as
provided in Section 6.


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     15.  Authority  of the Pledgee.  The Pledgee  shall have and be entitled to
exercise all such powers hereunder as are specifically  delegated to the Pledgee
by the terms hereof,  together with such powers as are incidental  thereto.  The
Pledgee  may  execute  any of its  duties  hereunder  by or  through  agents  or
employees.  Neither the Pledgee, nor any director,  manager,  officer,  agent or
employee of the  Pledgee,  shall be liable for any action taken or omitted to be
taken by it or them hereunder or in connection herewith, except for its or their
own gross  negligence  or  willful  misconduct.  The  Pledgor  hereby  agrees to
indemnify  and hold  harmless  the Pledgee  and/or any such  director,  manager,
officer,  agent or employee from and against any and all  liability  incurred by
any of them, hereunder or in connection herewith, unless such liability shall be
due to its or their own gross negligence or willful misconduct.

     16. Termination.  This Agreement and the security interest and lien granted
hereunder  shall  terminate when all the  Indebtedness  has been paid in full in
cash,  at which time the Pledgee  shall  reassign and  redeliver (or cause to be
reassigned and redelivered) to the Pledgor,  or to such person or persons as the
Pledgor shall  designate,  against receipt,  such of the Pledged  Collateral (if
any) as shall not have been sold or otherwise applied by the Pledgee pursuant to
the  terms  hereof  and  shall  still  be held by it  hereunder,  together  with
appropriate instruments of reassignment and release. Any such reassignment shall
be without  recourse  upon or  warranty by the Pledgee and at the expense of the
Pledgor.

     17. Survival of Representations.  All representations and warranties of the
Pledgor  contained in this Agreement shall survive the execution and delivery of
this Agreement.

     18.  Expenses.  The Pledgor agrees to reimburse the Pledgee,  on demand for
any and all reasonable costs and expenses,  including reasonable attorneys' fees
and  expenses,  that the  Pledgee  actually  incurs in  connection  with (i) the
enforcement of this Agreement and any of the rights granted hereunder,  (ii) the
custody,  preservation or registration of the Pledged  Collateral,  or (iii) the
failure by the Pledgor to perform or observe any of the provisions hereof.

     19. Security Interest Absolute.  All rights of the Pledgee and the security
interest granted hereunder, and all obligations of the Pledgor hereunder,  shall
be  absolute  and   unconditional   irrespective   of

          (i) any  invalidity  or  unenforceability  of the  Note  or any  other
     agreement or instrument relating thereto;

          (ii) any change in the time, manner, place or other term of payment of
     any of the Liabilities,  or any other amendment or waiver of or any consent
     to any departure from the terms of the Note;

          (iii) any exchange,  surrender, release or non-perfection of any other
     collateral,  or any  release  or  amendment  or  waiver  of or  consent  to
     departure from any guaranty, for all or any of the Liabilities; or


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          (iv) any other circumstance which might otherwise constitute a defense
     available to, or a discharge of, the Pledgor in respect of the  Liabilities
     or of this Agreement.

     20.  Amendments,  Waivers  and  Consents.  No  amendment  or  waiver of any
provision of this Agreement nor consent to any departure by the Pledgor from the
terms  hereof,  shall in any  event be  effective  unless  the same  shall be in
writing and signed by the Pledgee,  and then such  amendment,  waiver or consent
shall be effective  only in the specific  instance and for the specific  purpose
for which given.

     21.  Notices.  Any  notice  required  or  desired  to be  served,  given or
delivered hereunder shall be in writing (including facsimile transmission),  and
shall be deemed to have been validly served, given or delivered upon the earlier
of (a)  personal  delivery  to the  address  set forth  below (b) in the case of
mailed  notice,  three (3) days after deposit in the United  States mails,  with
proper postage for certified mail, return receipt requested,  prepaid, or in the
case of notice by Federal Express or other reputable  overnight courier service,
one (1) business day after delivery to such courier service, and (c) in the case
of facsimile  transmission,  upon  transmission  with  confirmation  of receipt,
addressed to the party to be notified as follows:

                          If to the Pledgor:

                          Keystone Consolidated Industries, Inc.
                          7000 SW Adams Street
                          Peoria, Illinois 61641
                          Attn: David L. Cheek

                          Keystone Consolidated Industries, Inc.
                          5430 LBJ Freeway, Ste. 1740
                          Three Lincoln Centre
                          Dallas, Texas 75240-2697
                          Attn: Bert E. Downing, Jr.


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                            with a copy to:

                           Kirkland & Ellis LLP 200
                           East Randolph Dr. Chicago,
                           Illinois 60601
                           Attn: David L. Eaton
                                    Anne M. Huber


                           If to the Trustee:

                           [_______________1

                           [__________________1
                           Attn:
                           Facsimile: (________)

                           with a copy to:
                           Jenner & Block LLP
                           One IBM Plaza Chicago,
                           Illinois 60611 Attention:
                           Jeff Marwil Facsimile:
                           312-923-2719

or to such other  address as any of the  parties  may  hereafter  designate  for
itself by written notice to the other parties in the manner herein prescribed.

     22. Continuing Security Interest.  This Agreement shall create a continuing
security  interest in the Pledged  Collateral and (i) shall remain in full force
and effect  until  payment of the  Indebtedness  in full in cash,  (ii) shall be
binding upon the Pledgor,  its successors and assigns,  and (iii) shall inure to
the benefit of the Pledgee.

     23. Waivers.  The Pledgor waives  presentment and demand for payment of any
of the Liabilities,  protests and notices of dishonor or default with respect to
any of the  Liabilities,  and all  other  notices  to which  the  Pledgor  might
otherwise be entitled,  except as otherwise  expressly provided herein or in the
Note.

     24. CONSENT TO JURISDICTION.  THE PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE  JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT
SITTING IN CHICAGO IN ANY ACTION OR  PROCEEDING  ARISING  OUT OF OR  RELATING TO
THIS  AGREEMENT,  AND THE PLEDGOR HEREBY  IRREVOCABLY  AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR  PROCEEDING  MAY BE HEARD AND  DETERMINED  IN ANY SUCH
COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER  HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN


<PAGE>



INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE PLEDGEE TO BRING
PROCEEDINGS  AGAINST  THE PLEDGOR IN THE COURTS OF ANY OTHER  JURISDICTION.  ANY
JUDICIAL  PROCEEDING  BY THE  PLEDGOR  AGAINST  THE PLEDGEE OR ANY LENDER OR ANY
AFFILIATE  THEREOF  INVOLVING,  DIRECTLY  OR  INDIRECTLY,  ANY MATTER IN ANY WAY
ARISING OUT OF OR RELATED TO THIS AGREEMENT  SHALL BE BROUGHT ONLY IN A COURT IN
CHICAGO, ILLINOIS.

     25.  WAIVER OF JURY TRIAL.  THE PLEDGOR AND THE PLEDGEE  HEREBY WAIVE THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON,
ARISING OUT OF OR RELATED TO THIS  AGREEMENT  OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
OF THE PARTIES AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
TORT CLAIMS OR  OTHERWISE.  THE PLEDGOR AND THE PLEDGEE EACH AGREE THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL  BY JURY IS  WAIVED  BY  OPERATION  OF THIS  SECTION  AS TO ANY  ACTION,
COUNTERCLAIM OR OTHER  PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY AND ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISIONS HEREOF. THIS
WAIVER  SHALL  APPLY TO ANY  SUBSEQUENT  AMENDMENTS,  RENEWALS,  SUPPLEMENTS  OR
MODIFICATIONS TO THIS AGREEMENT.

     26. Governing Law; Terms. This Agreement shall be governed by and construed
in  accordance  with the  internal  laws and  decisions of the State of Illinois
(without  regard to the  conflicts of laws rules or  provisions  of such State).
Unless  otherwise  defined  herein,  terms  defined  in  Articles 8 and 9 of the
Illinois Uniform  Commercial Code are used herein as therein  defined.  Whenever
possible,  each provision of this Agreement  shall be interpreted in such manner
as to be effective and valid under applicable law, but, if any provision of this
Agreement  shall be  interpreted  in such manner as to be ineffective or invalid
under  applicable law, such  provisions  shall be ineffective or invalid only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.

     27. Successors. This Agreement and all obligations of the Pledgor hereunder
shall be binding upon the  successors  and assigns of the Pledgor and,  together
with the  rights and  remedies  of the  Pledgee  hereunder,  shall  inure to the
benefit of the Pledgee  and its  successors  and  assigns,  Notwithstanding  the
foregoing,  the Pledgor shall not have any right to assign its obligations under
this Agreement or any interest  herein without the prior written  consent of the
Pledgee.

     28.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.

     29. Section  Headings.  The section  headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.



<PAGE>
     IN WITNESS WHEREOF,  the Pledgor and the Pledgee have caused this Agreement
to be duly executed and delivered by their respective  authorized officers as of
the date first set forth above.

                           KEYSTONE CONSOLIDATED INDUSTRIES, INC.



                                          By:
                                          Name: [_____________
                                          Its: [______________


                                          [______________], as Trustee




                                          By:
                                          Name: [______________
                                          Its: [_______________


<PAGE>



                                   SCHEDULE I




<PAGE>


Description of Pledged Shares

ISSUER

Engineered Wire Products, Inc.

Common stock, no par value