CERTIFICATE OF DESIGNATIONS,
                          RIGHTS AND PREFERENCES OF THE


                                  SERIES A 10%
                             CUMULATIVE CONVERTIBLE
                           PAY-IN-KIND PREFERRED STOCK

                                       of

                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.


             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware



     KEYSTONE  CONSOLIDATED  INDUSTRIES,   INC.,  a  corporation  organized  and
existing  under  the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"),  hereby certifies that the following resolutions were adopted by
the Board of  Directors  of the  Corporation  as  required by Section 151 of the
General  Corporation  Law of the State of Delaware by unanimous  written consent
dated as of March 15, 2002:

          "RESOLVED,  that  pursuant to the  authority  granted to and
     vested in the Board of Directors of the Corporation in accordance
     with the provisions of the Restated Certificate of Incorporation,
     as amended, the Board of Directors hereby creates a series of 10%
     Cumulative   Convertible   Pay-In-Kind  Preferred  Stock  of  the
     Corporation  and  hereby  states  the  designation  and number of
     shares,   and  fixes  the  relative  rights,   preferences,   and
     limitations thereof as set forth below:"

Series A 10% Cumulative Convertible Pay-In-Kind Preferred Stock

          1.   Designation.   The  Preferred  Stock  of  Keystone   Consolidated
Industries,  Inc.  (the  "Corporation"),  created and  authorized  for  issuance
hereby, shall be designated as "Series A 10% Cumulative Convertible  Pay-In-Kind
Preferred Stock" (the "Series A Preferred Stock"), which will consist of 250,000
shares of such Series A  Preferred  Stock,  each of which has a stated  value of
$1,000 per share (the "Stated Value") and no par value per share.

          2.  Priority.  The Series A Preferred  Stock  shall,  with  respect to
dividend  rights and rights on liquidation,  winding up or dissolution,  whether
voluntary or involuntary,  whether now or hereafter  issued,  rank (i) senior to
(A) any  other  class or  series  of  Preferred  Stock of the  Corporation  (the
"Preferred Stock") established by the Board of Directors of the Corporation (the
"Board  of  Directors"),  other  than  any  Equivalent  Securities  (hereinafter
defined) or Senior  Securities  (hereinafter  defined) issued in accordance with
Section 5 hereof, (B) the Corporation's  Common Stock, $1.00 par value per share
(the "Common  Stock"),  and (C) any other equity  securities of the  Corporation
(all of such  equity  securities  of the  Corporation  to  which  the  Series  A
Preferred  Stock  ranks  senior,  including  the  Common  Stock,  are  at  times
collectively referred to herein as the "Junior Securities").

          3. Dividends.

             (a) Holders of shares of Series A Preferred Stock shall be entitled
to receive out of funds legally available therefor cumulative dividends for each
share of Series A Preferred Stock at an annual rate (the "Dividend Rate") of 10%
of the Stated Value,  payable annually on December 31 of each year commencing on
December 31, 2002 (or at such additional times and for such interim periods,  if
any, as determined by the Board of Directors) (each of such dates being referred
to herein as a "Dividend Payment Date"), except that if such date is a Saturday,
Sunday or legal  holiday,  then such dividend  shall be payable on the next date
that is not a Saturday,  Sunday or legal  holiday on which banks in the State of
New York are permitted or required to be closed (a "Business Day").  Each annual
dividend shall be fully  cumulative and shall accrue  (whether or not declared),
on a daily basis from the first day of the period in which such  dividend may be
accruable as provided herein; provided,  however, that with respect to the first
Dividend  Payment  Date  following  any issuance of shares of Series A Preferred
Stock,  the  dividend  with respect to such shares shall accrue from the date of
issuance  of such  shares of Series A Preferred  Stock.  Dividends  on shares of
Series A Preferred  Stock shall be payable in shares of Series A Preferred Stock
(calculated with reference to the Stated Value of the Series A Preferred Stock),
unless  the  Corporation  shall,  in its  sole  discretion,  elect  to pay  such
dividends, or any portion thereof, in cash. The Board of Directors shall declare
and pay such accrued  dividends at such time and to the extent permitted by law.
No  fractional  shares  shall be issued by the  Corporation  in  respect  of any
payment  of  dividends  in shares of Series A  Preferred  Stock on any  Dividend
Payment  Date,  so that in such event the number of shares of Series A Preferred
Stock to be paid as a  dividend  pursuant  to this  Section  3(a) to a holder of
Series A Preferred  Stock shall be rounded  down to the nearest  whole number of
shares; provided,  however, that any such fractional shares to which a holder of
Series A Preferred  Stock would  otherwise be entitled shall be aggregated  with
any  fractional  shares  otherwise  issuable in connection  with any  subsequent
Dividend Payment Dates and each time such fractional shares shall equal one full
share,  such full share  shall be issued to the holder  entitled  thereto on the
next subsequent  Dividend Payment Date with all attendant rights and preferences
attaching thereto. Dividends shall be paid to the holders of record of shares of
Series A Preferred  Stock at the close of business on the date  specified by the
Board of Directors at the time such  dividend is declared  (the "Record  Date");
provided, however, that such Record Date shall not be more than 60 days nor less
than 10 days prior to the  respective  Dividend  Payment Date.  The  Corporation
shall  deliver or cause to be  delivered  to the  respective  record  holders of
shares of Series A  Preferred  Stock  certificates  representing  the  shares of
Series A Preferred  Stock (if any) to which they are  entitled  pursuant to this
Section 3(a) promptly following each Dividend Payment Date.

             (b) All dividends paid with respect to shares of Series A Preferred
Stock  pursuant  to Section  3(a)  hereof  shall be paid pro rata to the holders
entitled  thereto,  subject to the treatment of fractional  shares  described in
Section 3(a) hereof. All shares of Series A Preferred Stock issued in respect of
any Dividend  Payment  Date shall be deemed  issued on the  applicable  Dividend
Payment Date, and will thereupon be duly authorized,  validly issued, fully paid
and non-assessable  and free and clear of all liens and charges.  On and after a
Dividend  Payment Date, until  certificates  representing  additional  shares of
Series A Preferred  Stock shall have been issued pursuant to Section 3(a) hereof
and unless the  Corporation  shall have elected to pay dividends with respect to
such  Divided  Payment Date in cash,  the  certificates  representing  shares of
Series A  Preferred  Stock held by a holder of Series A  Preferred  Stock on the
Record  Date  shall  represent  not  only  such  existing  shares,  but also the
additional  shares of Series A Preferred Stock issued to such holder pursuant to
such dividend.

             (c) (i)  Holders  of shares of Series A  Preferred  Stock  shall be
entitled  to  receive  the  dividends  provided  for in Section  3(a)  hereof in
preference to and in priority over any dividends declared upon any of the Junior
Securities.

                 (ii) So long as any  shares  of  Series A  Preferred  Stock are
outstanding,  the Corporation  shall not, without first obtaining the consent or
approval of the holders of a majority of the then outstanding shares of Series A
Preferred  Stock,  declare,  pay or set apart for payment any dividend on any of
the  Junior  Securities  or make any  payment  on  account  of, or set apart for
payment  money or establish a sinking or other  similar fund for, the  purchase,
redemption,  retirement or other acquisition of, or otherwise acquire for value,
any of  the  Junior  Securities  or  any  warrants,  rights,  calls  or  options
exercisable  for any of the  Junior  Securities,  or make  any  distribution  in
respect thereof, either directly or indirectly,  whether in cash, obligations or
shares  of the  Corporation  or other  property  (other  than  distributions  or
dividends  payable  solely in the same Junior  Securities to the holders of such
Junior Securities), or permit any company or other entity directly or indirectly
controlled by the Corporation to purchase or redeem any of the Junior Securities
or any  warrants,  rights,  calls or options  exercisable  for any of the Junior
Securities,  unless prior to or  concurrently  with such  declaration,  payment,
setting apart for payment, purchase, redemption or distribution, as the case may
be, all  accrued and unpaid  dividends,  if any, on shares of Series A Preferred
Stock not paid on the dates  provided for in Section 3(a) hereof shall have been
paid.

                 (iii) Subject to the foregoing provisions of this Section 3 and
the  provisions  of Section 9(f) hereof,  the Board of Directors may declare and
the  Corporation  may  pay  or  set  apart  for  payment   dividends  and  other
distributions  on any of the Junior  Securities,  and may  purchase or otherwise
redeem  any  of the  Junior  Securities  or  any  warrants,  rights  or  options
exercisable  for any of the  Junior  Securities;  provided,  however,  that  the
holders  of the  shares  of  Series  A  Preferred  Stock  shall be  entitled  to
participate therein on as-if-converted to Common Stock basis (determined without
regard to any limitation on the convertability of such shares as a result of the
number of authorized and unissued shares of Common Stock) to the extent that the
value of the dividends  paid or set apart for payment with respect to the Junior
Securities exceeds the value of the Dividend Rate.

          4. Liquidation Preference.

             (a) In the  event  of any  voluntary  or  involuntary  liquidation,
dissolution  or winding up of the  affairs of the  Corporation,  the  holders of
shares of Series A Preferred Stock then outstanding shall be entitled to be paid
out  of  the  assets  of  the  Corporation  available  for  distribution  to its
stockholders  an  amount  in cash  equal to the  Stated  Value  for  each  share
outstanding,  plus  (i) an  amount  in cash  equal  to all  accrued  but  unpaid
dividends  thereon to the date fixed for liquidation and (ii) an amount equal to
the pro rata portion of the assets of the Corporation remaining for distribution
to the holders of the Common Stock determined on an as-if-converted  into Common
Stock basis (determined  without regard to any limitation on the  convertability
of the  Series A  Preferred  Stock as a result of the number of  authorized  and
unissued shares of Common Stock), before any payment shall be made or any assets
distributed  to the holders of any of the Junior  Securities  (the  "Liquidation
Preference").  No full  preferential  payment  on  account  of any  liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
shall  be  made  to the  holders  of any  class  of  Equivalent  Securities  (as
hereinafter  defined in Section 5 below) unless there shall  likewise be paid at
the same time to holders of Series A Preferred  Stock the full  amounts to which
such holders are entitled  with respect to such  distribution.  If the assets of
the  Corporation  are not  sufficient  to pay in full the  liquidation  payments
payable to the holders of  outstanding  shares of Series A  Preferred  Stock and
outstanding shares of Equivalent Securities, then the holders of all such shares
shall share ratably in such  distribution  of assets in accordance with the full
respective preferential amounts that would be payable on such shares of Series A
Preferred Stock and such shares of Equivalent  Securities if all amounts payable
thereon were paid in full.

             (b) For the  purposes of this  Section 4, (i) the  voluntary  sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration)  of all or  substantially  all of the  property  or assets of the
Corporation  (unless  and until such sale,  conveyance,  exchange or transfer is
followed  by  the  dissolution  of  the  Corporation  pursuant  to  the  General
Corporation Law of the State of Delaware (the "DGCL")) or (ii) the consolidation
or merger of the Corporation with one or more other companies or entities, shall
not be deemed to be a  liquidation,  dissolution  or winding  up,  voluntary  or
involuntary.

          5. Certain Restrictions.

          Notwithstanding  anything contained herein to the contrary, so long as
any  shares of the  Series A  Preferred  Stock  shall  remain  outstanding,  the
Corporation  shall not,  without first  obtaining the consent or approval of the
holders  of a  majority  of the then  outstanding  shares of Series A  Preferred
Stock,  establish,  create,  authorize  or issue any  shares of (i) any class or
series of Preferred  Stock the terms of which  provide that such class or series
shall rank on parity with the Series A Preferred Stock with respect to dividends
or rights on liquidation,  winding up or dissolution ("Equivalent  Securities"),
including  (A) the  reclassification  of any  class  or  series  of stock of the
Corporation  into shares of  Equivalent  Securities  and (B) the issuance of any
security  exchangeable for, convertible into or evidencing the right to purchase
any  shares  of  Equivalent  Securities;  or (ii) any  other  class or series of
Preferred Stock, the terms of which provide that such class or series shall rank
senior to the Series A Preferred Stock with respect to dividend rights or rights
on liquidation,  winding up or dissolution ("Senior Securities"),  including (A)
the  reclassification  of any class or series of stock of the  Corporation  into
shares of Senior  Securities  and (B) the issuance of any security  exchangeable
for,  convertible  into or evidencing the right to purchase any shares of Senior
Securities.

          6. Optional Redemption by the Corporation.

             (a) The Corporation may, at its option, at any time on or after the
first date on which  shares of the Series A Preferred  Stock are issued,  redeem
all or any portion of the shares of Series A Preferred Stock, upon notice as set
forth in Section 6(c) hereof,  at the redemption price set forth in Section 6(b)
hereof out of funds legally available therefor.

             (b) The redemption  price per share of the Series A Preferred Stock
shall be an amount in cash equal to the  Stated  Value of such share of Series A
Preferred Stock plus all accrued but unpaid dividends  thereon to the Redemption
Date (hereinafter defined);  provided, however, that the holders of the Series A
Preferred Stock will participate  therein on an  as-if-converted to Common Stock
basis (determined without regard to any limitation on the convertability of such
shares as a result of the number of  authorized  and  unissued  shares of Common
Stock)  in any  redemption  proceeds  paid or  available  to  holders  of Junior
Securities to the extent such amount exceeds the  redemption  price set forth in
this Section 6(b). The Corporation  shall take all actions required or permitted
under the DGCL to permit such redemption of Series A Preferred Stock.

             (c) Notice of any  redemption  shall be sent by or on behalf of the
Corporation  not less than 30 nor more than 60 days prior to the date  specified
for redemption in such notice (the  "Redemption  Date"),  by  first-class  mail,
postage  prepaid,  to all holders of record of Series A Preferred Stock at their
last  addresses as they shall appear on the books of the  Corporation  (the date
such notice is mailed by or on behalf of the  Corporation  is referred to herein
as the "Redemption  Notice Date");  provided,  however,  that no failure to give
such notice or any defect  therein or in the mailing  thereof  shall  affect the
validity  of the  proceedings  for the  redemption  of any  shares  of  Series A
Preferred  Stock except as to the holder to whom the  Corporation  has failed to
give notice or except as to the holder to whom notice was defective. In addition
to any information  required by law, such notice shall state: (i) the Redemption
Date; (ii) the redemption  price;  (iii) the place or places where  certificates
for such shares are to be surrendered for payment of the redemption  price; (iv)
that  dividends on the shares to be redeemed  will cease to accumulate as of the
Redemption  Date; and (v) the number of shares of Series A Preferred Stock to be
so redeemed. Upon the mailing of any such notice of redemption,  the Corporation
shall become obligated to redeem at the time of redemption specified thereon all
shares called for redemption.

             (d) If notice  has been  mailed in  accordance  with  Section  6(c)
hereof and  provided  that on or before the  Redemption  Date  specified in such
notice, all funds necessary for such redemption shall have been set aside by the
Corporation,  separate  and apart from its other  funds in trust and for the pro
rata benefit of the holders of the shares so called for redemption, so as to be,
and to continue to be available  therefor,  then,  from and after the Redemption
Date,  dividends  on the  shares  of  Series A  Preferred  Stock so  called  for
redemption shall cease to accumulate,  and such shares shall no longer be deemed
to be outstanding  and shall not have the status of shares of Series A Preferred
Stock,  and all rights of the holders thereof as stockholders of the Corporation
(except the right to receive from the Corporation the redemption price therefor)
shall cease. Upon surrender, in accordance with such notice, of the certificates
for any shares so redeemed (properly  endorsed or assigned for transfer,  if the
Corporation  shall so require and the notice shall so state),  such shares shall
be  redeemed  by  the  Corporation  at  the  redemption  price  therefor  on the
Redemption Date. Upon surrender of a certificate representing shares of Series A
Preferred Stock to be redeemed in part, the Corporation shall also issue to such
holder  a new  certificate  representing  any  unredeemed  shares  of  Series  A
Preferred Stock represented by the certificate surrendered upon redemption.

             (e) Any  deposit  of  funds  with a bank or trust  company  for the
purpose of redeeming  shares of Series A Preferred  Stock shall be  irrevocable,
except  that (i) any  balance of monies so  deposited  by the  Corporation  with
respect to shares of Series A Preferred  Stock  converted by the holder pursuant
to Section 9 hereof prior to the Redemption Date shall be repaid,  together with
interest or other earnings thereon,  to the Corporation within 30 days after the
Redemption  Date and (ii) any balance of monies so deposited by the  Corporation
and  unclaimed  by the  holders of shares of Series A Preferred  Stock  entitled
thereto at the expiration of two years from the applicable Redemption Date shall
be repaid,  together with any interest or other earnings earned thereon,  to the
Corporation, and after any such repayment, the holders of the shares of Series A
Preferred  Stock entitled to the funds so repaid to the  Corporation  shall look
only to the Corporation for payment without interest or other earnings.

             (f) In connection with any redemption of Series A Preferred  Stock,
holders  of Series A  Preferred  Stock may  exercise  their  right to convert in
accordance  with Section 9 hereof by notifying the  Corporation on or before the
Redemption Date.

          7. Mandatory Offer of Repurchase by the Corporation.

             (a) Upon the consummation of an Asset Sale (hereinafter defined) by
the  Corporation,  the  Corporation  shall  make an offer to  purchase  from all
holders of Series A Preferred  Stock (the "Asset Sale Offer"),  to the extent of
the net proceeds of such Asset Sale to the Corporation (the "Available Amount"),
shares of Series A Preferred  Stock for a cash purchase price per share equal to
the Stated Value of such share of Series A Preferred  Stock plus all accrued but
unpaid dividends thereon to the Purchase Date (hereinafter  defined);  provided,
however, that to the extent the Company offers to purchase Junior Securities for
an amount in excess of the purchase  price set forth in this Section  7(a),  the
per share  purchase  price for the Series A Preferred  Stock will be the same as
the purchase price for the Junior Securities.  In the event that the Corporation
shall be  required  to  commence  an Asset  Sale  Offer,  it  shall  follow  the
procedures specified below.

             (b) The Asset Sale Offer  shall  remain  open for a period from the
date of the mailing of the notice of the Asset Sale Offer  described  in Section
7(c) hereof until a date determined by the Corporation  which is at least 30 but
no more 60 days after the date of mailing of such  notice,  except to the extent
that a longer  period is  required  by  applicable  law (the  "Asset  Sale Offer
Period").  On the last day of the Asset Sale Offer Period (the "Purchase Date"),
the  Corporation  shall purchase all shares of Series A Preferred Stock properly
tendered by the holders thereof in response to the Asset Sale Offer.

             (c) Notice of an Asset Sale Offer  shall be sent by or on behalf of
the  Corporation  within 30 days  following the effective  date of a transaction
resulting in an Asset Sale, by first-class mail, postage prepaid, to all holders
of record of Series A  Preferred  Stock at their  last  addresses  as they shall
appear on the books of the Corporation.  In addition to any information required
by law,  such  notice  shall  state:  (i) that an Asset Sale Offer is being made
pursuant to this Section 7; (ii) the Available Amount; (iii) the purchase price;
(iv) the dates  comprising  the Asset Sale Offer Period;  (v) the Purchase Date;
(vi) that  holders  electing  to have any of their  shares of Series A Preferred
Stock repurchased  pursuant to such Asset Sale Offer shall be required to tender
such shares to the Corporation at the address  specified in such notice prior to
the close of business on the third  Business Day  preceding  the Purchase  Date;
(vii) that dividends on the shares  tendered for  repurchase by the  Corporation
will cease to  accumulate as of the Purchase  Date;  (viii) that holders will be
entitled to withdraw their election if the Corporation receives,  not later than
the close of business on the Business  Day  immediately  preceding  the Purchase
Date, a telegram, facsimile transmission or letter setting forth the name of the
holder,  the shares of such holder delivered for repurchase and a statement that
such  holder  is  withdrawing  his  election  to have  such  shares  of Series A
Preferred  Stock  repurchased  in whole or in part;  (ix) that, if the aggregate
Stated Value of shares of Series A Preferred  Stock tendered for repurchase plus
all  accrued  but unpaid  dividends  thereon to the  Purchase  Date  exceeds the
Available Amount,  the Corporation shall select the shares of Series A Preferred
Stock  to be  purchased  on a pro rata  basis;  and (x) that  upon  tender  of a
certificate representing shares of Series A Preferred Stock to be repurchased by
the  Corporation  in part,  the  Corporation  shall  issue to such holder on the
Purchase Date a new certificate  representing any unpurchased shares of Series A
Preferred Stock represented by the certificate surrendered for repurchase.

             (d) For purposes  hereof,  "Asset  Sale" means any sale,  transfer,
assignment or  disposition  (directly or  indirectly)  for value of (i) all or a
material  part  of  the  Corporation's  fixed  assets  utilized  in  any  of its
respective  operations,  (ii) all or any  portion of the  intellectual  property
rights owned by the Corporation or (iii) all or any portion of the Corporation's
ownership interest in any wholly-owned subsidiary of the Corporation.

          8. Voting Rights. In addition to any voting rights provided  elsewhere
herein, and any voting rights provided by law, the holders of shares of Series A
Preferred Stock shall have the following voting rights:

             (a)  Commencing on the date that is one (1) year from the date upon
which the first share of Series A Preferred  Stock is issued (the "Initial Issue
Date") and for so long as any shares of Series A Preferred  Stock  shall  remain
outstanding,  each share of Series A Preferred  Stock  shall  entitle the holder
thereof to vote on all matters voted on by holders of the Common  Stock,  voting
together as a single class with the Common  Stock and all other shares  entitled
to vote, if any, at all meetings of the  stockholders of the  Corporation.  With
respect to any matter  voted on by holders of the Common  Stock and the Series A
Preferred  Stock  voting  together  as a single  class,  each  share of Series A
Preferred  Stock shall  entitle  the holder  thereof to cast the number of votes
equal to the number of votes which could be cast in such vote by a holder of the
shares of Common  Stock into which  such share of Series A  Preferred  Stock are
convertible  (without  regard to any  limitation on the  convertibility  of such
shares as a result of the number of  authorized  and  unissued  shares of Common
Stock) on the record date for such vote.

             (b) Notwithstanding  anything to the contrary contained herein, any
action  required or  permitted  to be taken by the holders of Series A Preferred
Stock at any  meeting of the  holders of Series A  Preferred  Stock may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent in
writing,  setting  forth the action so taken,  shall be signed by the holders of
not less than 66 2/3% of the issued and outstanding shares of Series A Preferred
Stock,  provided  the  non-consenting  holders are given  prompt  notice of such
action.  If the holders of not less than twenty  percent (20%) of the issued and
outstanding  shares of Series A Preferred  Stock deliver to the Secretary of the
Corporation  a written  request to hold a special  meeting of the holders of the
Series A Preferred Stock for the purpose of considering any matter or taking any
action  with  respect  to which  the  holders  of Series A  Preferred  Stock are
entitled to a vote pursuant to the terms hereof, the Corporation shall take such
action as is required  under the DGCL and the Bylaws of the  Corporation to duly
call and hold a special  meeting of the holders of Series A Preferred Stock at a
date, time and place determined by the Board of Directors.

          9. Conversion Rights.

             (a)  Commencing  on the date that is one (1) year from the  Initial
Issue  Date,  each share of Series A  Preferred  Stock may be  converted  at the
option of the holder,  at any time (except  that,  with respect to any shares of
Series A Preferred Stock which shall be called for redemption,  such right shall
terminate  as  provided  in  Section 6 hereof)  into the  number of fully  paid,
non-assessable  shares of Common Stock  obtained by dividing the Stated Value by
the Conversion Price (as defined in Section 9(b) below) in effect on the date of
conversion (the "Conversion  Date"), in accordance with and subject to the terms
and conditions of this Section 9, and the right to receive an additional  number
of fully  paid and  non-assessable  shares of Common  Stock  equal to the Stated
Value of the Series A Preferred  Stock issuable  pursuant to Section 3 hereof in
respect of all accrued and unpaid  dividends  on the share of Series A Preferred
Stock to be so converted (other than previously  declared dividends payable to a
holder of record on a prior Record Date,  which  dividends  shall be paid by the
Corporation to such holder on the next Dividend  Payment Date) to the Conversion
Date,  whether or not declared,  divided by the Conversion Price, such shares to
be issued  concurrently with the issuance of the shares of Common Stock pursuant
to Section  9(c)  hereof.  Subject to Section  6(f) hereof and this Section 9, a
holder of shares of Series A Preferred Stock shall have the right to convert all
or any  portion of such shares  pursuant to this  Section 9 at any time and from
time to time.

             (b) The "Conversion  Price" shall initially equal $4.00;  provided,
however,  that such Conversion  Price shall be adjusted and readjusted from time
to time as provided in this Section 9 and, as so adjusted and readjusted,  shall
remain in effect until a further adjustment or readjustment  thereof is required
by this Section 9.

             (c) Upon surrender to the Corporation at the office of the transfer
agent or such  other  place or places,  if any,  as the Board of  Directors  may
determine,  of  certificates  duly endorsed to the  Corporation  or in blank for
shares of Series A Preferred  Stock to be converted  together  with  appropriate
evidence of the payment of any transfer or similar tax, if required, and written
instructions  to the  Corporation  requesting  conversion  of  such  shares  and
specifying the name and address of the person, corporation, firm or other entity
to whom shares of Common  Stock are to be issued upon  conversion  thereof,  the
Corporation  shall  issue the  number of shares of Common  Stock  issuable  upon
conversion  thereof  as of  the  time  of  such  surrender  and as  promptly  as
practicable  thereafter will deliver or cause to be delivered  certificates  for
such shares of Common Stock. In addition,  the Corporation  shall issue a number
of shares of Common  Stock  equal to the Stated  Value of the Series A Preferred
Stock issuable pursuant to Section 3 hereof in respect of all accrued and unpaid
dividends  on each  share  of  Series  A  Preferred  Stock  so  surrendered  for
conversion  (other than  previously  declared  dividends  payable to a holder of
record on a prior Record Date,  which dividends shall be paid by the Corporation
to such holder on the next  Dividend  Payment  Date)  divided by the  Conversion
Price. Upon surrender of a certificate representing shares of Series A Preferred
Stock to be converted in part,  in addition to the  foregoing,  the  Corporation
shall also issue to such holder a new certificate  representing  any unconverted
shares of Series A Preferred Stock  represented by the  certificate  surrendered
for conversion.

             (d) No fractional  shares of Common Stock shall be issued  pursuant
to this Section 9 and the number of shares of Common Stock shall be rounded down
to the  nearest  whole  number  of  shares;  provided,  however,  that  any such
fractional  shares to which a holder of Series A Preferred Stock would otherwise
be entitled shall be aggregated with any fractional shares otherwise issuable in
connection  with any subsequent  conversion by such holder of shares of Series A
Preferred Stock and each time such fractional  share shall equal one full share,
such full share shall be issued to the holder entitled thereto.

             (e) The Corporation  shall pay all  documentary,  stamp, or similar
issue or transfer tax due upon conversion of Series A Preferred Stock.

             (f) The Conversion Price shall be subject to adjustment as follows:

                 (i) In case the Corporation shall (i) pay or make a dividend or
other distribution on the outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify the outstanding  shares of Common Stock into
a greater  number of shares,  or (iii)  combine or  reclassify  the  outstanding
shares of Common Stock into a smaller number of shares,  the Conversion Price in
effect at the opening of business  on the day  following  the date fixed for the
determination  of  stockholders  entitled  to  receive  such  dividend  or other
distribution  or subject to such  subdivision,  combination or  reclassification
shall be adjusted by multiplying  such  Conversion  Price by a fraction of which
the numerator  shall be the number of shares of Common Stock  outstanding at the
close of  business  on the date  fixed for such  determination  and of which the
denominator  shall be the sum of such number of shares  outstanding  immediately
after the event  described in clause (i), (ii) or (iii) of this paragraph (i) of
Section  9(f),  such  adjustment  to the  Conversion  Price to become  effective
immediately  after the opening of business on the day  following  the date fixed
for such determination.

                 (ii) In case the  Corporation  shall issue  rights,  options or
warrants to all  holders of Common  Stock  entitling  them to  subscribe  for or
purchase  shares of Common  Stock at a price per share less than the  Conversion
Price in effect  immediately  prior to the date fixed for the  determination  of
stockholders  entitled  to  receive  such  rights,   options  or  warrants  (the
"Pre-Determination  Conversion  Price"),  the Conversion  Price in effect at the
opening of business on the day following  the date fixed for such  determination
shall be reduced by  multiplying  the  Pre-Determination  Conversion  Price by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
outstanding  at the close of business  on the date fixed for such  determination
plus the number of shares of Common Stock which the aggregate  offering price of
the total  number of shares of Common  Stock so offered for  subscription  would
purchase at the Pre-Determination Conversion Price, and of which the denominator
shall be the  number  of  shares of  Common  Stock  outstanding  at the close of
business on the date fixed for such  determination  plus the number of shares of
Common  Stock so offered for  subscription  or purchase,  such  reduction of the
Conversion Price to become effective  immediately  after the opening of business
on the day following the date fixed for such determination.

                 (iii) In case the Corporation  shall, by dividend or otherwise,
distribute  to all  holders of Common  Stock (i) shares of capital  stock of any
class other than Common  Stock,  (ii)  evidences  of its  indebtedness  or (iii)
assets (excluding any rights,  options or warrants referred to in paragraph (ii)
of this Section 9(f), any cash dividend or distribution  lawfully paid under the
laws of the state of  incorporation  of the  Corporation,  and any  dividend  or
distribution  referred to in paragraph (i) of this Section 9(f)), the Conversion
Price shall be adjusted  so that the same shall  equal the price  determined  by
multiplying  the Conversion  Price in effect  immediately  prior to the close of
business on the date fixed for the  determination  of  stockholders  entitled to
receive  such  distribution  (the  "Pre-Distribution  Conversion  Price")  by  a
fraction of which the numerator shall be the  Pre-Distribution  Conversion Price
less the fair  market  value (as  determined  by the Board of  Directors  of the
Corporation)  of the  portion  of the shares of capital  stock or  evidences  of
indebtedness  or assets so distributed  applicable to one share of Common Stock,
and of which the denominator  shall be the  Pre-Distribution  Conversion  Price,
such adjustment to become effective immediately prior to the opening of business
on the day  following  the date  fixed  for the  determination  of  stockholders
entitled to receive such distribution.

                 (iv)  In  case  the  Corporation  shall  issue  any  securities
convertible into or exchangeable for Common Stock (other than securities  issued
in transactions  described in paragraph (ii) or (iii) of this Section 9(f)), for
a  consideration  per  share of Common  Stock  less  than the  Conversion  Price
immediately prior to the date of issuance of such securities (the  "Pre-Issuance
Conversion  Price"),   the  Conversion  Price  shall  be  adjusted   immediately
thereafter  so that it shall  equal  the price  determined  by  multiplying  the
Pre-Issuance Conversion Price by a fraction, of which the numerator shall be the
number of shares of Common Stock  outstanding  immediately prior to the issuance
of such securities plus the number of shares of Common Stock which the aggregate
consideration  received for such securities  would purchase at the  Pre-Issuance
Conversion  Price, and of which the denominator shall be the number of shares of
Common Stock  outstanding  immediately  prior to such  issuance plus the maximum
number of shares of Common Stock  deliverable  upon conversion of or in exchange
for such  securities at the initial  conversion or exchange price or rate.  Upon
the  termination  of the right to  convert  or  exchange  such  securities,  the
Conversion Price shall forthwith be readjusted to such Conversion Price as would
have obtained had the adjustments  made upon the issuance of such convertible or
exchangeable  securities  been made upon the basis of the  delivery  of only the
number of shares of Common Stock actually  delivered upon conversion or exchange
of such securities and upon the basis of the consideration  actually received by
the Corporation for such securities.

                 (v)  In  case  of any  reclassification  of  the  Common  Stock
(including  any  reclassification  upon a  consolidation  or merger in which the
Corporation is the continuing or surviving  corporation)  into securities  other
than Common Stock,  the Series A Preferred Stock shall thereafter be convertible
into the kind and  amount  of  shares of such  securities  receivable  upon such
reclassification  by a holder of the number of shares of Common Stock into which
the Series A Preferred  Stock  would be  convertible  immediately  prior to such
reclassification.

                 (vi) In case the Corporation shall issue shares of Common Stock
for a consideration  per share less than the Conversion Price  immediately prior
to the date on which the Corporation fixes the offering price of such additional
shares (the  "Pre-Offering  Conversion  Price"),  the Conversion  Price shall be
adjusted  immediately  thereafter so that it shall equal the price determined by
multiplying  the  Pre-Offering  Conversion  Price by a  fraction,  of which  the
numerator  shall be the total  number of  shares  of  Common  Stock  outstanding
immediately  prior to the issuance of such additional  shares plus the number of
shares of  Common  Stock  which the  aggregate  consideration  received  for the
issuance of such additional shares would purchase at the Pre-Offering Conversion
Price,  and of which  the  denominator  shall be the  number of shares of Common
Stock  outstanding  immediately  after the issuance of such  additional  shares.
There shall be no  adjustment,  however,  pursuant to this  paragraph  (vi) with
respect to any  shares of Common  Stock  issued  (i) in any of the  transactions
described  in  paragraph  (ii) of this  Section  9(f)  where  there  has been an
adjustment in respect  thereto;  (ii) upon  conversion or exchange of securities
convertible  into or  exchangeable  for  Common  Stock  where  there has been an
adjustment;  (iii) upon the exercise or conversion of any stock option,  warrant
or other  convertible  security  outstanding  on the Initial Issue Date; or (iv)
upon the exercise of any stock option granted by the Corporation (provided that,
if  applicable,  any  adjustment  required  pursuant to paragraph  (iii) of this
Section 9(f) upon the grant of such option has been made).

             (g) Anything herein to the contrary notwithstanding,  no adjustment
will be made to the  Conversion  Price by reason of the issuance of Common Stock
upon the conversion of Series A Preferred Stock.

             (h) No adjustment in the  Conversion  Price need be made unless the
adjustment pursuant to Section 9(f) hereof would require an increase or decrease
of at least 1% in the Conversion Price; provided,  however, that any adjustments
which by reason of this  paragraph  are not required to be made shall be carried
forward and taken into account in any subsequent  adjustment required to be made
hereunder,  and, in any event, shall be made no later than the third anniversary
of the date the adjustment  pursuant to Section 9(f) hereof would have been made
if it  would  have  required  an  increase  or  decrease  of at  least 1% in the
Conversion  Price.  All adjustments to the Conversion Price shall be made to the
nearest one-one thousandth of a dollar.

             (i) No adjustment need be made for a change in the par value of the
Common Stock.

             (j) Whenever the  Conversion  Price is  adjusted,  the  Corporation
shall  promptly  mail to  holders  of  Series  A  Preferred  Stock a  notice  of
adjustment  briefly stating the facts requiring the adjustment and the manner of
computing such adjustment.

             (k) In case of any  consolidation or merger of the Corporation with
any other entity, or in case of any sale or transfer of all or substantially all
of the assets of the Corporation,  or in the case of any share exchange,  in any
such case  pursuant to which all of the  outstanding  shares of Common Stock are
converted  into  other  securities  or  property,  the  Corporation  shall  make
appropriate  provision  or cause  appropriate  provision  to be made so that the
holder of each share of Series A Preferred Stock then outstanding shall have the
right thereafter,  in lieu of the right to convert into Common Stock, to convert
such  share of Series A  Preferred  Stock  into the kind and amount of shares of
stock and other  securities  and property  receivable  upon such  consolidation,
merger,  sale, transfer or share exchange by a holder of the number of shares of
Common  Stock into which such share of Series A Preferred  Stock might have been
converted immediately prior to the effective date of such consolidation, merger,
sale, transfer or share exchange;  provided, however, that if a purchase, tender
or exchange  offer  shall have been made to and  accepted by the holders of more
than 50% of the outstanding shares of Common Stock, and if a holder of shares of
Series A Preferred  Stock so designates in a notice given to the  Corporation on
or before the date  immediately  preceding the date of the  consummation of such
transaction,  the holder of such Series A  Preferred  Stock shall be entitled to
receive the highest amount of  securities,  cash or other property to which such
holder  would  actually  have been  entitled as a holder of Common  Stock if the
holder of Series A Preferred  Stock had  converted  shares of Series A Preferred
Stock into Common  Stock prior to the  expiration  of such  purchase,  tender or
exchange offer and accepted such offer,  subject to adjustments  (from and after
the  consummation  of  such  purchase,  tender  or  exchange  offer)  as  nearly
equivalent as possible to the adjustments  provided for in this Section 9. If in
connection  with  any  such  consolidation,  merger,  sale,  transfer  or  share
exchange,  each holder of shares of Common Stock is entitled to elect to receive
either securities, cash or other assets upon completion of such transaction, the
Corporation  shall  provide or cause to be  provided  to each holder of Series A
Preferred  Stock the right to elect to  receive  the  securities,  cash or other
assets  into  which  Series  A  Preferred  Stock  held by such  holder  shall be
convertible  after  completion  of any such  transaction  on the same  terms and
subject  to the same  conditions  applicable  to  holders  of the  Common  Stock
(including, without limitation, notice of the right to elect, limitations on the
period  in which  such  election  shall be made and the  effect  of  failing  to
exercise the election).  The Corporation  shall not effect any such  transaction
unless  the  provisions  of  this  paragraph  have  been  fulfilled.  The  above
provisions shall similarly apply to successive  consolidations,  mergers, sales,
transfers or share exchanges.

             (l) In case any other stock (other than Common Stock but including,
without limitation,  any class or series of Preferred Stock) or other securities
of  any  other  entity  (corporate  or  otherwise)  or the  Corporation  ("Other
Securities")  shall be issued or sold or shall  become  subject to issue or sale
upon the  conversion  or  exchange  of any stock (or  Other  Securities)  of the
Corporation  or  to   subscription,   purchase  or  other   acquisition   for  a
consideration  such as to  dilute  (on a basis  consistent  with  the  standards
established in the other provisions of this Section 9) the conversion  rights of
the Series A Preferred  Stock,  then, and in each such case,  the  computations,
adjustments and readjustments provided for in this Section 9 with respect to the
Conversion  Price  shall be made as nearly as possible in the manner so provided
and  applied  to  determine  the  amount of Other  Securities  from time to time
receivable  upon the conversion of shares of Series A Preferred  Stock, so as to
protect  the  holders of Series A  Preferred  Stock  against  the effect of such
dilution.

             (m) The Corporation  shall use its best efforts to take all actions
necessary (including,  without limitation,  amending the Corporation's  Restated
Certificate  of  Incorporation,  as  amended)  to  increase  the  number  of its
authorized but unissued  shares of Common Stock by the date that is one (1) year
from the Initial Issue Date to an amount  sufficient to permit the conversion of
all of the  Series  A  Preferred  Stock  (together  with the  accrued  dividends
thereon),  and the Corporation  shall  thereafter  reserve and at all times keep
available,  free from  preemptive  rights,  out of its  authorized  but unissued
stock,  for the purpose of effecting the conversion of Series A Preferred Stock,
such number of its duly  authorized  Common  Stock as shall from time to time be
sufficient  to  effect  the  conversion  of all  outstanding  shares of Series A
Preferred  Stock.  The  Corporation  covenants  that all shares of Common  Stock
issued upon conversion of outstanding  shares of Series A Preferred Stock shall,
upon issuance, be duly authorized, validly issued, fully paid and non-assessable
and free and clear of all liens and charges.


          10.  Shares  to Be  Retired.  Any share of  Series A  Preferred  Stock
converted,  redeemed, repurchased or otherwise acquired by the Corporation shall
be  retired  and  cancelled  and shall  upon  cancellation  and the filing of an
appropriate  certificate with the Delaware Secretary of State be restored to the
status  of  authorized  but  unissued  shares of  preferred  stock,  subject  to
reissuance  by the Board of Directors  as Series A Preferred  Stock or shares of
Preferred Stock of one or more other series.

          11. Record Holders.  The Corporation  and the  Corporation's  transfer
agent may deem and treat the record  holder of any shares of Series A  Preferred
Stock as the true and lawful  owner  thereof for all  purposes,  and neither the
Corporation nor the Corporation's transfer agent shall be affected by any notice
to the contrary.

          12.  Notice.  Except as may  otherwise  be provided  for  herein,  all
notices referred to herein shall be in writing,  and all notices hereunder shall
be deemed to have been given  upon,  the  earlier  of receipt of such  notice or
three Business Days after the mailing of such notice if sent by registered  mail
(unless  first-class mail shall be specifically  permitted for such notice under
the terms of this Certificate of Designations) with postage prepaid,  addressed,
if to the Corporation,  to its offices at 5430 LBJ Freeway,  Suite 1740, Dallas,
Texas 75240-2697,  (Attention:  Ms. Sandy Myers,  Corporate  Secretary) or to an
agent  of  the  Corporation  designated  as  permitted  by  the  Certificate  of
Incorporation  or, if to any holder of Series A Preferred  Stock, to such holder
at the address of such holder of Series A Preferred Stock as listed in the stock
record  books  of  the  Corporation  (which  may  include  the  records  of  the
Corporation's  transfer  agent);  or to such other address as the Corporation or
holder, as the case may be, shall have designated by notice similarly given.


                           [Signature page to follow.]



<PAGE>


          IN WITNESS  WHEREOF,  the Corporation  has caused this  Certificate of
Designations to be executed and acknowledged by its duly authorized officer this
15 day of March, 2002.


                                  KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                                  -------------------------------
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                                  Its ___________