INTERCORPORATE SERVICES AGREEMENT

         THIS INTERCORPORATE SERVICES AGREEMENT (THE "AGREEMENT"),  effective as
of January 1, 1999, amends and supersedes that certain  Intercorporate  Services
Agreement  effective  as of  January  1, 1998  between  CONTRAN  CORPORATION,  A
DELAWARE CORPORATION ("CONTRAN"),  and KEYSTONE CONSOLIDATED INDUSTRIES, INC., a
Delaware CORPORATION ("RECIPIENT").

                                    RECITALS

         A. Employees and agents of Contran and affiliates of Contran, including
Harold C. Simmons,  perform management,  financial and administrative  functions
for Recipient without direct compensation from Recipient.

         B. Recipient does not separately  maintain the full internal capability
to perform all necessary management, financial and administrative functions that
Recipient requires.

         C.  The cost of  maintaining  the  additional  personnel  by  Recipient
necessary to perform the FUNCTIONS  PROVIDED FOR BY THIS AGREEMENT  WOULD EXCEED
THE FEE SET  FORTH IN  SECTION  3 of this  Agreement  and that the terms of this
Agreement are no less  favorable to Recipient  than could  otherwise be obtained
from a third party for comparable services.

         D. Recipient  desires to continue  receiving the management,  financial
and  administrative  services  presently  provided by Contran and  affiliates of
Contran and Contran is willing to continue to provide  such  services  under the
terms of this Agreement.

                                    AGREEMENT

         For and in consideration of the mutual  premises,  representations  and
covenants herein contained, the parties hereto mutually agree as follows:

         SECTION 1. SERVICES TO BE PROVIDED. Contran agrees to make available to
Recipient,  upon request, the FOLLOWING SERVICES (THE "SERVICES") to be rendered
by the internal staff of Contran and affiliates of Contran:

          (a) Consultation and assistance in the development and  implementation
     of Recipient's corporate business strategies, plans and objectives;

          (b) Consultation and assistance in management and conduct of corporate
     affairs and corporate governance  consistent with the charter and bylaws of
     Recipient;

          (c)  Consultation  and assistance in maintenance of financial  records
     and  controls,  including  preparation  and  review of  periodic  financial
     statements and reports to be filed with public and regulatory  entities and
     those  required to be prepared for  financial  institutions  or pursuant to
     indentures and credit agreements;

          (d)  Consultation  and assistance in cash  management and in arranging
     financing necessary to implement the business plans of Recipient;

          (e) Consultation and assistance in tax management and  administration,
     including,  without limitation,  preparation and filing of tax returns, tax
     reporting, examinations by government authorities and tax planning;

          (f)  Consultation  and  assistance  in performing  internal  audit and
     control functions;

          (g)  Consultation  and  assistance  with respect to insurance and risk
     management;

          (h) Consultation and assistance with respect to employee benefit plans
     and incentive compensation arrangements; and

          (i) Such other  services as may be requested by Recipient from time to
     time.

         SECTION 2.  MISCELLANEOUS  SERVICES.  It is the  intent of the  parties
hereto  that  Contran  provide  only the  Services  requested  by  Recipient  in
connection  with routine  management,  financial  and  administrative  functions
related to the ongoing  operations  of Recipient and not with respect to special
projects,  including corporate investments,  acquisitions and divestitures.  The
parties hereto  contemplate  that the Services  rendered in connection  with the
conduct of Recipient's  business will be on a scale compared to that existing on
the effective date of this Agreement,  adjusted for internal corporate growth or
contraction, but not for major corporate acquisitions or divestitures,  and that
adjustments  may be required to the terms of this Agreement in the event of such
major corporate acquisitions,  divestitures or special projects.  Recipient will
continue to bear all other costs required for outside  services  including,  but
not  limited  to,  the  outside  services  of  attorneys,   auditors,  trustees,
consultants, transfer agents and registrars, and it is expressly understood that
Contran  assumes no  LIABILITY  FOR ANY  EXPENSES OR  SERVICES  OTHER THAN THOSE
STATED IN SECTION 1. In addition to the fee paid to Contran by Recipient for the
Services provided pursuant to this Agreement,  Recipient will pay to Contran the
amount of out-of-pocket costs incurred by Contran in rendering such Services.

         SECTION  3.  FEE  FOR  SERVICES.  Recipient  agrees  to pay to  Contran
$164,000  quarterly,  commencing  as  of  January  1,  1999,  pursuant  to  this
Agreement.

         SECTION  4.  ORIGINAL  TERM.  SUBJECT  TO THE  PROVISIONS  OF SECTION 5
hereof,  the original  term of this  Agreement  shall be from January 1, 1999 to
December 31, 1999.

         SECTION  5.   EXTENSIONS.   This  Agreement  shall  be  extended  on  a
quarter-to-quarter  basis  after the  expiration  of its  original  term  unless
written  notification  is given by  Contran  or  Recipient  thirty  (30) days in
advance of the first day of each  successive  quarter or unless it is superseded
by a subsequent written agreement of the parties hereto.

         SECTION  6.   LIMITATION  OF  LIABILITY.   In  providing  its  Services
hereunder,  Contran shall have a duty to act, and to cause its agents to act, in
a reasonably  prudent  manner,  but neither  Contran nor any officer,  director,
employee or agent of Contran or its affiliates  shall be liable to Recipient for
any error of judgment or mistake of law or for any loss incurred by Recipient in
connection  with the  matter  to which  this  Agreement  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Contran.

         SECTION 7.  INDEMNIFICATION  OF CONTRAN BY RECIPIENT.  Recipient  shall
indemnify  and hold  harmless  Contran,  its  affiliates  and  their  respective
officers,  directors  and  employees  from  and  against  any  and  all  losses,
liabilities,  claims, damages, costs and expenses (including attorneys' fees and
other  expenses of  litigation)  to which  Contran or any such person may become
subject arising out of the Services provided by CONTRAN TO RECIPIENT  HEREUNDER,
PROVIDED that such indemnity  shall not protect any person against any liability
to  which  such  person  would   otherwise  be  subject  by  reason  of  willful
misfeasance, bad faith or gross negligence on the part of such person.

         SECTION 8. FURTHER ASSURANCES.  Each of the parties will make, execute,
acknowledge and deliver such other instruments and documents,  and take all such
other actions,  as the other party may reasonably  request and as may reasonably
be required in order to effectuate  the purposes of this  Agreement and to carry
out the terms hereof.

         SECTION 9. NOTICES.  All  communications  hereunder shall be in writing
and shall be addressed,  if intended for Contran,  to Three Lincoln Centre, 5430
LBJ Freeway,  Suite 1700, Dallas,  Texas 75240,  Attention:  President,  or such
other  address  as it shall have  furnished  to  Recipient  in  writing,  and if
intended for Recipient,  to Three Lincoln Centre, 5430 LBJ Freeway,  Suite 1740,
Dallas, Texas 75240, Attention:  Chairman of the Board, or such other address as
it shall have furnished to Contran in writing.

         SECTION 10. AMENDMENT AND MODIFICATION.  Neither this Agreement nor any
term hereof may be  changed,  waived,  discharged  or  terminated  other than by
agreement in writing signed by the parties hereto.

         SECTION 11. SUCCESSOR AND ASSIGNS. This Agreement shall be binding upon
and  inure  to the  benefit  of  Contran  and  Recipient  and  their  respective
successors  and assigns,  except that neither  party may assign its rights under
this Agreement without the prior written consent of the other party.

         SECTION 12.  GOVERNING  LAW. This  Agreement  shall be governed by, and
construed and interpreted in accordance with, the laws of the state of Texas.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.

                                         CONTRAN CORPORATION

                                         BY:

                                         STEVEN L. WATSON
                                         PRESIDENT

                                         KEYSTONE CONSOLIDATED INDUSTRIES, INC.

                                         BY:

                                         GLENN R. SIMMONS
                                         CHAIRMAN OF THE BOARD