THIS   INSTRUMENT  AND  THE  RIGHTS  AND
                    OBLIGATIONS    EVIDENCED    HEREBY   ARE
                    SUBORDINATE  IN  THE  MANNER  AND TO THE
                    EXTENT   SET   FORTH  IN  THAT   CERTAIN
                    SUBORDINATION      AND     1NTERCREDITOR
                    AGREEMENT      (THE       "SUBORDINATION
                    AGREEMENT")  DATED AS OF AUGUST 31, 2005
                    AMONG KEYSTONE CONSOLIDATED  INDUSTRIES,
                    INC.  AND  FV  STEEL  AND  WIRE  COMPANY
                    (COLLECTIVELY,    THE   "COMPANY")   AND
                    WACHOVIA  CAPITAL  FINANCE   CORPORATION
                    (CENTRAL) ("AGENT"), TO THE INDEBTEDNESS
                    (INCLUDING INTEREST) OWED BY THE COMPANY
                    PURSUANT  TO  THAT   CERTAIN   LOAN  AND
                    SECURITY  AGREEMENT  DATED AS OF  AUGUST
                    31,  2005 AMONG THE  COMPANY,  AGENT AND
                    THE  LENDERS  FROM  TIME TO  TIME  PARTY
                    THERETO,   AS  SUCH  LOAN  AND  SECURITY
                    AGREEMENT  HAS BEEN AND HEREAFTER MAY BE
                    AMENDED,   SUPPLEMENTED   OR   OTHERWISE
                    MODIFIED   FROM  TIME  TO  TIME  AND  TO
                    INDEBTEDNESS       REFINANCING       THE
                    INDEBTEDNESS  UNDER  THAT  AGREEMENT  AS
                    CONTEMPLATED   BY   THE    SUBORDINATION
                    AGREEMENT;   AND  EACH  HOLDER  OF  THIS
                    INSTRUMENT,  BUT ITS ACCEPTANCE  HEREOF,
                    IRREVOCABLY  AGREES  TO BE  BOUND BY THE
                    PROVISIONS    OF    THE    SUBORDINATION
                    AGREEMENT.

                    THIS   PROMISSORY   NOTE  HAS  NOT  BEEN
                    REGISTERED  UNDER THE  SECURITIES ACT OF
                    1933,  AS AMENDED (THE  "ACT"),  AND MAY
                    NOT  BE  SOLD,  TRANSFERRED,   OTHERWISE
                    DISPOSED  OF OR OFFERED  FOR SALE IN THE
                    ABSENCE  OF  AN  EFFECTIVE  REGISTRATION
                    STATEMENT   UNDER   THE   ACT   AND  ANY
                    APPLICABLE   STATE,   FOREIGN  OR  OTHER
                    SECURITIES LAW OR RECEIPT BY THE COMPANY
                    OF  AN   OPINION  OF  COUNSEL  OR  OTHER
                    EVIDENCE   THAT   REGISTRATION   IS  NOT
                    REQUIRED AND EXCEPT IN  COMPLIANCE  WITH
                    SECTION  9  HEREOF.

                            FV STEEL AND WIRE COMPANY
                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.

                                 PROMISSORY NOTE

August 31, 2005                                                   $4,800,000.00

     The  undersigned,  FV  STEEL  AND WIRE  COMPANY,  a  Wisconsin  corporation
("FVSW"),  and KEYSTONE  CONSOLIDATED  INDUSTRIES,  INC., a Delaware corporation
("KCI" and, together with FVSW,  collectively,  the "Reorganized  Debtors",  and
each  individually,   a  "Reorganized  Debtor"),  hereby  promise,  jointly  and
severally,  to pay to Jack B.  Fishman,  Esq.,  President of Novare,  Inc.  (the
"Trustee"),  in his  capacity  as trustee for the Holders of the Class A6 Claims
(as such terms are  defined  in the  Plan),  or their  registered  assigns,  the
principal  amount of FOUR MILLION  EIGHT HUNDRED  THOUSANDDOLLARS  AND NO/100ths
($4,800,000.00),  together with interest  thereon  calculated in accordance with
the provisions of this Promissory Note (the "Note").

     1.  Definitions.  In addition to the terms defined  elsewhere in this Note,
the following terms shall have the respective  meanings  assigned  thereto (such
meanings to be equally  applicable  to both the singular and the plural forms of
the terms defined).

     "Amortizing  Period" means the period commencing with the quarter beginning
on October 1, 2006 and continuing until the Indebtedness has been paid in full.

     "Bankruptcy  Code"  means the  Federal  Bankruptcy  Reform  Act of 1978 (11
U.S.C.  ss. 101, et seq.), as amended and in effect from time to time,  and the
Bankruptcy Rules adopted with respect thereto and in effect from time to time.

     "Change of Control" means (i) the acquisition or attachment by any means by
any Person,  or two or more Persons acting in concert (other than Persons having
such ownership or control as of the date of this Agreement), of record ownership
of, or the right to vote,  or the power to direct the vote of 50% or more of the
voting  power of the  outstanding  shares of capital  stock of KCI,  or (ii) the
merger or consolidation of KCI if, as a result thereof, a change in ownership or
control of KCI as described in clause (i) above occurs, or (iii) any one or more
sales or conveyances to any Person of all or substantially  all of the assets of
KCI.

     "Costs of  Collection"  means any and all costs  actually  incurred  by the
Trustee in connection  with the  enforcement and collection of this Note and any
of the Indebtedness and Obligations evidenced by this Note,  including,  without
limitation,  the reasonable  attorneys' fees and expenses.

     "Effective Date" has the meaning assigned thereto in the Plan.

     "Event  of  Default"  means and  includes  either a  Payment  Default  or a
Non-Payment Default as described in Section 8 hereof.

     "Indebtedness"  means any and all indebtedness and monetary  obligations of
the  Reorganized  Debtors  arising  under or pursuant  to this Note,  including,
without limitation, interest and Costs of Collection as provided for herein.

     "Initial  Period" means the period  commencing  on the  Effective  Date and
ending on September 30, 2006.

     "Insolvency  Proceeding"  means, with respect to any Person,  (a) any case,
action  or  proceeding   concerning  such  Person  before  any  court  or  other
governmental authority relating to the bankruptcy,  reorganization,  insolvency,
liquidation, receivership,  dissolution, winding-up or relief of the Reorganized
Debtors, or (b) any general assignment by any of the Reorganized Debtors for the
benefit of creditors,  or composition,  marshalling of assets for creditors,  or
other,  similar  arrangement  in respect  of a  Reorganized  Debtor's  creditors
generally  or any  substantial  portion of its  creditors,  whether  pursuant to
federal,  state or foreign law, including,  without  limitation,  the Bankruptcy
Code.

     "Lock-Up  Agreement"  means that certain Lock-Up  Agreement dated March 21,
2005 by and among 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  (collectively,  the "Debtors," and
each, individually,  a "Debtor"),  Contran Corporation,  a Delaware corporation,
the "authorized  representatives,"  as such term is defined in ss. 1114(b)(1) of
the  Bankruptcy  Code, for the Affected  Retirees (as defined in the Plan),  the
Independent  Steel  Workers  Alliance,   the  Official  Committee  of  Unsecured
Creditors  of  the  Debtors,  and  Ameren  Cilco,  the  Bank  of New  York,  not
individually but as indenture trustee (which subsequently  voluntarily  withdrew
on June 24, 2005 pursuant to Section 25 of the LockUp  Agreement),  Midwest Mill
Service and Peoria Disposal Company, each of whom, in a direct or representative
capacity holds or controls a claim  classified as a General  Unsecured  Claim in
Class A6 under the Plan and is a member of the OCUC.

     "Non-Default  Rate" means the rate of interest specified in Section 2(a) or
Section 2(b), as applicable.

     "Non-Payment Default" has the meaning set forth in Section 8 hereof.

     "Obligations" means any and all of each Reorganized  Debtor's  non-monetary
obligations of every kind, nature and description,  direct or indirect, joint or
several, absolute or contingent, due or to become due, now existing or hereafter
arising under this Note or the Pledge Agreement.

     "Official  Committee of Unsecured  Creditors"  or "OCUC" means the official
statutory  committee  of  unsecured  creditors  appointed  by the United  States
Trustee in the Chapter 11 Cases on March 5, 2004, as thereafter reconstituted by
the United States Trustee.

     "Other  Secured  Debt"  means the  Senior  Bank  Debt,  and any other  debt
approved  by the New Board  (as  defined  in the  Lock-Up  Agreement)  after the
Effective  Date  and  secured  by  valid  and  duly  perfected  liens  duly  and
voluntarily granted by either of the Reorganized Debtors.

     "Payment Default" has the meaning set forth in Section 8 hereof.

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability  company,  an  association,  a joint stock  company,  a trust, a joint
venture,  an  unincorporated  organization  and a  governmental  entity  or  any
department, agency or political subdivision thereof.

     "Plan"  means  that  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  "Debtors"),  as  confirmed in the
Chapter 11 cases of the Debtors (the "Chapter 1 I Cases"),  Case Nos.  04-22421,
et seq.,  pending in the United State  Bankruptcy Court for the Eastern District
of Wisconsin (the "Court").

     "Pledge  Agreement" means that certain  Securities Pledge Agreement of even
date herewith  entered into by the Reorganized  Debtors in favor of the Trustee,
as modified, amended, and/or restated from time to time.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Senior  Bank Debt" means the Exit  Financing  (as defined in the Plan) and
any refinancing thereof entered into as contemplated in the Lock-Up Agreement.

     "Senior  Credit  Agreement"  means the Loan and  Security  Agreement  dated
August  31,  2005  among  the  Reorganized  Debtors,  Wachovia  Capital  Finance
Corporation (Central), an Illinois corporation,  as Agent, and the lenders party
thereto, a copy of which is attached hereto as Schedule B.

     "Triggering Default" has the meaning set forth in Section 9 hereof.

     2. Interest.

     (a) Initial Period  Interest.  During the Initial  Period,  interest on the
outstanding  principal of this Note shall  accrue at the rate of twelve  percent
(12%) per annum  (computed on the basis of a 360-day year and the actual  number
of days  elapsed in any year) and shall  compound on the first  business  day of
each July, October, January and April during such period.

     (b) Amortizing  Period  Interest.  During the Amortizing  Period,  cash pay
interest on the  outstanding  principal of this Note shall accrue at the rate of
eight  percent  (8%) per annum  (computed on the basis of a 360-day year and the
actual  number of days  elapsed in any year) and shall be payable  quarterly  in
arrears on the first  business  day of each July,  October,  January  and April,
together with principal  payments in accordance  with Section 3(a) below,  until
all Indebtedness hereunder shall have been paid in full in cash.

     (c) Default Interest.  Upon the occurrence and during the continuation of a
NonPayment  Default,  interest on the  outstanding  principal of this Note shall
accrue at a Default Rate equal to the  applicable  Non-Default  Rate,  plus four
percent (4%) per annum.  Upon the  occurrence and during the  continuation  of a
Payment Default, interest on the outstanding principal of this Note shall accrue
at a Default Rate equal to the applicable  Non-Default  Rate, plus eight percent
(8%) per annum.  Interest  that  accrues at a rate in excess of the  Non-Default
Rate shall be prorated over, and added to, the then  remaining  installments  of
principal  payable  under  Section  3(a)  below.   Interest  calculated  at  the
applicable  Default  Rate  shall  accrue  from the  occurrence  and  during  the
continuation  of an Event of Default  until such Event of Default has been cured
or waived by the Trustee,  whereupon  interest  shall  thereafter  accrue at the
NonDefault Rate.

     3. Payments and Prepayments.

     (a) Scheduled Payments.  The Reorganized Debtors shall pay to the holder of
this Note (i) an initial  principal  payment of $1,542,235.11 on January 1, 2007
and (ii) ten equal quarterly payments in the amount of $391,603.24 each, payable
on the first day of each April, July, October and January commencing on April 1,
2007,  with the  tenth and  final  payment  including  all  amounts  outstanding
thereunder.

     (b) Prepayments.  The Reorganized Debtors may, at any time and from time to
time  without  premium or  penalty,  prepay all or a portion of the  outstanding
principal  amount of this  Note.  All such  prepayments  shall be applied to the
remaining  scheduled  installments  of principal  in the inverse  order of their
respective due dates. The Reorganized Debtors shall send written notice of their
election  to make a  prepayment  on this Note to the  Trustee by  registered  or
certified mail, return receipt  requested,  at least five days prior to the date
of prepayment.

     4. Place of Payment.  All payments hereunder shall be made in United States
dollars  without setoff or  counterclaim  and shall be made in the manner and at
the time and place designated in writing by the Trustee.

     5. Security. The Indebtedness and Obligations shall be secured by a lien on
all of the equity interests in Engineered Wire Products,  Inc., and the proceeds
thereof as set forth in the Pledge Agreement.

     6.   Representations   and  Warranties.   Each  reorganized  Debtor  hereby
represents and warrants to the Trustee as follows:

     (a) Corporate  Existence  and Power.  Each  Reorganized  Debtor (i) is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  incorporation,  (ii) has the requisite right and authority
and all governmental licenses, authorizations, consents and approvals to own its
assets,  carry on its  business as  currently  being  conducted  and to execute,
deliver,  and  perform its  obligations  (if any) under this Note and the Pledge
Agreement,  and (iii) is duly qualified as a foreign corporation and is licensed
and in good standing  under the laws of each  jurisdiction  where its ownership,
lease or  operation  of property or the conduct of its  business  requires  such
qualification  or license  except where the failure to so qualify or be licensed
could not  reasonably  be  expected  to have a  material  adverse  effect on the
financial condition or operations of the Reorganized Debtors, taken as a whole.

     (b) Corporate Authorization; No Contravention.  The execution, delivery and
performance by each Reorganized Debtor of this Note and the Pledge Agreement and
the consummation of the transactions  contemplated  hereby and thereby have been
duly  authorized by Plan and the order of the Court  confirming the Plan, and do
not and will not (i) contravene the terms of any of the  certificate or articles
of  incorporation  or by-laws of such  Reorganized  Debtor,  (ii) subject to the
provisions of the Plan,  conflict with or result in any breach or  contravention
of or give any third party the right to modify,  terminate,  accelerate  or have
repaid or otherwise  purchased any obligation under, or the creation of any lien
under, any document evidencing any material contractual  obligation to which the
Reorganized  Debtor is a party or any order,  injunction,  writ or decree of any
governmental  authority to which any such Person or its property is subject,  or
(iii) violate any material requirement of law.

     (c) Governmental  Authorization;  Consents. No consent or authorization of,
filing  with,  notice  to or other act by or in  respect  of,  any  governmental
authority or any other Person is required to be obtained for (i) the  execution,
delivery  or  performance  of  this  Note  and  the  Pledge  Agreement  by  such
Reorganized  Debtor,  (ii) the grant by such Reorganized  Debtor of the security
interest granted pursuant to the Pledge Agreement,  or (iii) the exercise by the
Trustee of its rights and remedies hereunder and under the Pledge Agreement.

     (d)  Binding  Obligation.  This  Note  is the  legally  valid  and  binding
obligation of each  Reorganized  Debtor,  enforceable  against each  Reorganized
Debtor in accordance with its terms.

     7. Covenants. Each Reorganized Debtor covenants and agrees with the Trustee
that,  from and after the date of this Note  until the  Indebtedness  shall have
been  paid-in-full  in cash,  it will comply  with the  covenants  contained  in
Section 9 (other than 9.2 and 9.22) of the Senior  Credit  Agreement  as if such
covenants and the relevant  definitions were contained herein. All references to
"Agent" and "Lenders"  contained  therein will be deemed to be references to the
Trustee. No amendment,  waiver or modification of Section 9 of the Senior Credit
Agreement  will operate as  amendment,  waiver or  modification  of Section 9 as
incorporated  herein  unless  such  amendment,  waiver or  modification  imposes
greater  restrictions  on  the  Reorganized  Debtors  in  which  case  any  such
amendment,  waiver  or  modification  will be  automatically  incorporated  into
Section 9 as  incorporated  herein.  The  Reorganized  Debtors  will give prompt
notice to the Trustee of any amendment,  modification,  waiver or refinancing of
the Senior Credit Agreement.

     8. Events of Default.

     (a) Payment Default.  The failure to pay within five (5) days following the
applicable due date thereof,  the full amount of any installment of principal or
interest hereunder or any other  Indebtedness  arising under or pursuant to this
Note shall constitute a Payment Default.

     (b)  Non-Payment  Defaults.  Each  of  the  following  shall  constitute  a
Non-Payment Default:

     (i) The sale of all or substantially  all of the equity interests or assets
of Engineered Wire Products, Inc. ("EWP") by KCI;

     (ii) The sale of all or substantially all of the equity interests or assets
of KCI;

     (iii) The commencement of Insolvency Proceedings by or against KCI or EWP;

     (iv) The failure of any Reorganized Debtor to perform or observe any of the
Obligations specified in this Note or the Pledge Agreement;

     (v) Any  representation or warranty by a Reorganized  Debtor made or deemed
made herein or in the Pledge  Agreement shall be false or misleading on the date
made or deemed made;

     (vi) A default by any Reorganized  Debtor or affiliated obligor under or in
respect  of the Senior  Bank Debt or the Old  Secured  Notes (as  defined in the
Plan);

     (vii) Any  Reorganized  Debtor shall become the subject of any voluntary or
involuntary Insolvency Proceeding or shall admit in writing its inability to pay
its debts generally as they become due;

     (viii) A judgment in excess of $1,000,000.00  shall be rendered against any
Reorganized Debtor and becomes final and non-appealable;

     (ix) A Change of  Control  shall  occur  with  respect  to any  Reorganized
Debtor; or

     (x) The Pledge Agreement or the lien and security  interest created thereby
shall  cease to be, or shall be  claimed by a  Reorganized  Debtor not to be, in
force and effect in accordance with its terms.

     An Event of Default, including an Event of Default resulting from a default
under or in  respect of the Senior  Bank Debt or the Old  Secured  Notes that is
waived by the holder or holders  thereof,  shall be deemed to continue in effect
unless and until cured or waived by the Trustee.

     9. Remedies on Default.  Upon the (i) the sale of all or substantially  all
of the equity  interests or assets of Engineered Wire Products,  Inc. ("EWP") by
KCI, (ii) the sale of all or substantially all of the equity interests or assets
of KCI, (iii) the  commencement  of Insolvency  Proceedings by or against KCI or
EWP,  or (iv) the  failure of the  Reorganized  Debtors  to pay all  outstanding
Indebtedness upon the maturity of this Note (each a "Triggering  Default"),  the
holder  of this  Note may  exercise  any  rights  or  remedies  available  under
applicable  law,  including and without  limitation,  part 6 of Article 9 of the
Uniform Commercial Code as in effect in the State of Illinois at the time of the
occurrence of the Triggering Default.  In addition,  the holder of this Note may
accelerate  the  Indebtedness  in the event of  acceleration  of the Senior Bank
Debt.  Upon the  occurrence  of any Event of  Default  other  than a  Triggering
Default or the  acceleration  of the Senior Bank Debt,  the sole remedy shall be
the accrual or payment of interest at the Default Rate of interest in accordance
with Section 2(c).

     9. Transfers.  KCI, on behalf of the Reorganized Debtors,  shall maintain a
register  for  recording  the  ownership  and any  transfer  of this Note.  Upon
surrender  of this Note for  registration  of transfer or for exchange to KCI at
its  principal  office,  the  Reorganized  Debtors at their sole  expense  shall
execute and deliver in  exchange  therefor a new note or notes,  as the case may
be, as  requested  by the  holder or  transferee,  which  aggregate  the  unpaid
principal  amount  of  such  surrendered  Note,  registered  as such  holder  or
transferee may request,  dated so that there will be no loss of interest on such
surrendered  Note and  otherwise of like tenor.  The issuance of one or more new
notes shall be made without charge to the holder of the surrendered Note for any
issuance  tax in  respect  thereof  or other cost  incurred  by the  Reorganized
Debtors in connection with such issuance;  provided that the holder of this Note
shall pay any transfer taxes associated therewith. Each Reorganized Debtor shall
be entitled to regard the registered holder of this Note as the owner and holder
hereof for all purposes  until KCI is required to record a transfer of this Note
on its  register.  No  Reorganized  Debtor  may  transfer  or assign  any of the
Indebtedness or Obligations arising under or pursuant to this Note or the Pledge
Agreement without the prior written consent of the Trustee.

     Notwithstanding  anything contained in this Note to the contrary, this Note
is transferable only (i) pursuant to a registration  statement filed pursuant to
the  Securities  Act, (ii) in compliance  with Rule 144A of the  Securities  and
Exchange  Commission (or any similar rule or rules then in force), to the extent
applicable,  or (iii) in conformity  with other  applicable  securities laws and
rules  promulgated  thereunder.  In  connection  with the  transfer of this Note
(other than a transfer  described in clauses (i) or (ii)  above),  the holder of
this Note shall  deliver  to the  Reorganized  Debtors  either (A) an opinion of
counsel or (B) evidence  satisfactory to the  Reorganized  Debtors in their sole
discretion, in either case, to the effect that such transfer of this Note may be
effected without registration of this Note under the Securities Act.

     10. Amendment and Waiver.  Except as otherwise  expressly  provided herein,
the provisions of this Note may be amended or waived and the Reorganized Debtors
may take  any  action  herein  prohibited,  or omit to  perform  any act  herein
required to be performed by them,  only  pursuant to the written  consent of the
Trustee.

     11.  Remedies Not  Exclusive,  Etc.  The Trustee  shall have all rights and
remedies  provided in this Note and the Pledge  Agreement and, to the extent not
inconsistent  with the terms of this Note and the  Pledge  Agreement,  available
under  any  applicable  law or in  equity.  No such  remedy  is  intended  to be
exclusive  of any  other  remedy,  and  each  and  every  such  remedy  shall be
cumulative  and shall be in addition to every other  remedy  given  hereunder or
thereunder  or  now  or  hereafter  existing  at  law  or in  equity  or by ? or
otherwise.  Any Person having any rights under any provision of this Note shall,
except an  expressly  limited by this Note,  be entitled to enforce  such rights
specifically  (without posting a bond or other security),  to recover damages by
reason of any breach of any  provision  of this Note,  and to exercise all other
rights granted by law.

     12. Costs of Collection.  The Reorganized Debtors agree to pay all Costs of
Collection  actually  incurred by the Trustee in connection with the enforcement
or collection of this Note.  Any such Costs of Collection  shall be  immediately
due and payable on demand and shall, to the extent not paid on demand,  shall be
added to the Indebtedness evidenced by this Note.

     13.  Certain  Waivers.  Each  Reorganized  Debtor hereby waives  diligence,
presentment,  demand,  protest and notice of protest and  demand,  dishonor  and
nonpayment  of this Note,  and  expressly  agrees that this Note, or any payment
hereunder,  may be  extended  from time to time and that the  Trustee may accept
security for this Note or release security for this Note, all without in any way
affecting the liability of such Reorganized Debtor hereunder.

     14. Cancellation.  After all of the Indebtedness has been indefeasibly paid
in full in cash,  this Note shall be  promptly  surrendered  to the  Reorganized
Debtors for cancellation and shall not be reissued.

     15.  Business Days. If any payment  hereunder shall become due, or any time
period for giving notice or taking action hereunder shall expire,  on a day that
is a Saturday,  Sunday or legal  holiday in the State of Illinois,  such payment
shall be due and  payable  on,  and such  time  period  shall  automatically  be
extended to, the next business day immediately  following such Saturday,  Sunday
or legal holiday,  and interest shall continue to accrue at the applicable  rate
hereunder until such payment is made.


<PAGE>


     16. Notices.  All notices,  demands or other  communications to be given or
delivered  under or by  reason  of the  provisions  of this  Note or the  Pledge
Agreement  shall be in  writing  and shall be deemed  to have  been  given  when
delivered  personally  to the  recipient,  sent to the  recipient  by  reputable
overnight courier service (charges  prepaid),  transmitted by facsimile (receipt
confirmed)  or  three  days  after  mailed  to the  recipient  by  certified  or
registered mail,  return receipt  requested and postage  prepaid.  Such notices,
demands and other  communications  shall be sent to the Reorganized  Debtors and
the  Trustee at their  respective  addresses  indicated  on  Schedule A attached
hereto or to such other  address or to the attention of such other Person as the
recipient party has specified by prior written notice to the sending party.

     17. Severability.  Wherever possible,  each provision of this Note shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Note shall be  prohibited by or invalid under such
law, such provision  shall be  ineffective to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Note.

     18.  Survival.  All  covenants,  representations  warranties  contained  or
referred to herein shall  survive the execution and delivery of our Note and the
consummation  of  the  transactions   contemplated  hereby,  regardless  of  any
investigation  made  by the  Trustee  or on  its  behalf,  until  this  Note  is
indefeasibly paid in-full in cash.

     19. Captions. The captions and headings of this Note are for convenience of
reference only and shall not affect the interpretation of this Note.

     20.  Governing  Law.  This  Note  shall be  governed  by and  construed  in
accordance with the internal laws of the State of Illinois without regard to the
conflicts of law provisions thereof.

     21.  WAIVER OF JURY TRIAL.  EACH  REORGANIZED  DEBTOR WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR  PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER
OR IN  CONNECTION  WITH  THIS NOTE OR THE  PLEDGE  AGREEMENT  OR ANY  AMENDMENT,
INSTRUMENT,  DOCUMENT  OR  AGREEMENT  DELIVERED  OR WHICH  MAY IN THE  FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH.

     22.  Revival and  Reinstatement  of  Obligations.  The  obligations of each
Reorganized  Debtor hereunder are absolute.  If the incurrence or payment of the
Indebtedness by or for the account of the Reorganized Debtors or the transfer to
the  Trustee of any payment or property  should for any reason  subsequently  be
declared  to be void or  voidable  under any state or federal  law  relating  to
creditors'  rights,  including  provisions  of the  Bankruptcy  Code relating to
fraudulent transfers,  preferences, or other voidable or recoverable payments of
money or transfers of property (collectively, a "Voidable Transfer"), and if the
Trustee is required to repay or restore,  in whole or in part, any such Voidable
Transfer,  or elects to do so upon the advice of its  counsel,  then,  as to any
such Voidable  Transfer,  or the amount  thereof that the Trustee is required or
elects  to  repay  or  restore,  and as to all  reasonable  costs  and  expenses
(including  reasonable  attorneys'  fees)  incurred by the Trustee in connection
therewith,  the Indebtedness  shall  automatically be revived,  reinstated,  and
restored to the extent of such Voidable  Transfer and shall exist as though such
Voidable Transfer had never been made. [signature page follows]


<PAGE>





     IN WITNESS WHEREOF, each Reorganized Debtor has executed and delivered this
Note on the date first written above.


                                   FV STEEL AND WIRE COMPANY


                                By:/s/Bert E. Downing, Jr.
                                      Bert E. Downing, Jr.
                                Its:
                                    Vice President




                                   KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                                By: /s/Bert E. Downing, Jr.
                                       Bert E. Downing, Jr.
                                Its:
                                    Vice President


<PAGE>







                                    Schedule A


                                     NOTICES

 if to the Reorganized Debtors:

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.

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:

Jack B. Fishman, Esq.
President
Novare, Inc.
824 South Main Street,
Suite 202
Crystal Lake, Illinois 60014
Facsimile: 815-444-1380

with a copy to:

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


<PAGE>



Schedule B

Attached