FORM OF SUBORDINATED UNSECURED NOTE



THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT").  NO TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT
PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT OR UNLESS SUCH
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT.



                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.

                     6% SUBORDINATED UNSECURED NOTE DUE 2011



No. __________                                              $
                                                            -----------------


Interest Payment Dates:  March 15 and             Maturity Date:  May 31, 2011
September 15, commencing September 15, 2002,
with a final payment on May 31, 2011

     KEYSTONE  CONSOLIDATED  INDUSTRIES,   INC.,  a  Delaware  corporation  (the
"Company"), for value received promises to pay to

____________________________________ or registered assigns, the principal sum of
____________________  Dollars in installments of __________ Dollars on March 15,
2009,  __________  Dollars on March 15, 2010,  ___________  Dollars on March 15,
2011 and __________ Dollars on May 31, 2011.

     Capitalized  terms used herein shall have the meanings  assigned to them in
Section 7 below unless otherwise indicated.

     1.  Interest.  The  Company  promises to pay  interest  on the  outstanding
principal  amount  of this  Note at the  rate of 6% per  annum  from the date of
original issuance until maturity, as follows: (i) the Company will make payments
of interest at a rate of 1.5% per annum on the outstanding  principal  amount of
this Note semi-annually on March 15 and September 15 of each year until maturity
commencing September 15, 2002, and (ii) the remaining interest of 4.5% per annum
provided for herein shall accrue (the  "Deferred  Interest")  and be paid by the
Company in an amount equal to 25% of such accrued and unpaid  Deferred  Interest
on each of March 15, 2009,  March 15, 2010 and March 15, 2011 and all  remaining
accrued  and unpaid  Deferred  Interest  will be paid by the  Company on May 31,
2011. The Company shall pay interest  (including  post-petition  interest in any
proceeding  under any Bankruptcy Law) on overdue  payments of the principal from
time to time on demand at a rate that is 1% per annum in excess of the rate then
in effect; the Company shall pay interest (including  post-petition  interest in
any proceeding  under any Bankruptcy  Law) on overdue  installments  of interest
(without  regard to any applicable  grace  periods)  hereon from time to time on
demand at the same rate to the extent  lawful.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

     2. Method of Payment.  Payment of principal  and  interest  will be made by
wire  transfer  of  immediately   available  funds  pursuant  to  wire  transfer
instructions  provided to the Company by the Holder of this Note.  Such  payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

     3. Optional Prepayment. This Note may be prepaid in whole or in part at the
option of the Company at any time and from time to time without penalty. Accrued
and unpaid  interest  to the date of any such  prepayment  shall be paid in full
with respect to the principal amount prepaid at the time of such prepayment.

     4. Defaults and Remedies. Events of Default include the following:

          (a) the Company  defaults  in the payment  when due of interest on the
     Note and such default continues for a period of 30 days;

          (b) the Company  defaults in the payment  when due of principal of the
     Note, whether at maturity or otherwise;

          (c) the Company or any Subsidiary:

               (i) commences a voluntary case under any Bankruptcy Law,

               (ii)  consents to the entry of an order for relief  against it in
          an involuntary case,

               (iii)  consents to the  appointment of a custodian or receiver of
          it or for all or substantially all of its property, or

               (iv) makes a general assignment for the benefit of its creditors;
          or

          (d) a court of competent  jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (i) is for relief in an  involuntary  case against the Company or
          any Subsidiary;

               (ii)  appoints a  custodian  or  receiver  of the  Company or any
          Subsidiary or for all or  substantially  all of the property of any of
          the foregoing;

               (iii) orders the  liquidation  of the Company or any  Subsidiary;
          and

               (iv) the order or decree  remains  unstayed  and in effect for 60
          consecutive days.

     If any Event of Default occurs and is  continuing,  the Holder of this Note
shall  notify the Company in writing of such Event of Default and, if such Event
of Default shall not be cured within 5 days of such written notice,  may declare
all of this Note to be due and payable  immediately.  Upon any such declaration,
the entire  principal  amount of, and accrued and unpaid  interest on, this Note
shall become immediately due and payable, unless all Events of Default specified
in such  acceleration  notice  (other  than any Event of  Default  in respect of
non-payment  of principal or  interest,  if any,  which has become due solely by
reason  of  such   declaration   of   acceleration)   shall  have  been   cured.
Notwithstanding  the foregoing,  if an Event of Default  specified in subsection
4(c) or 4(d) hereof occurs with respect to the Company or any  Subsidiary,  this
Note will become due and payable without further action or notice.

     In  addition  to the  foregoing,  if an  Event  of  Default  occurs  and is
continuing , the Holder of this Note may pursue any available  remedy to collect
the  payment of  principal  of, or  interest  on,  this Note or to  enforce  the
performance  of any provision of this Note. A delay or omission by the Holder in
exercising  any  right or remedy  accruing  upon an Event of  Default  shall not
impair  the right or remedy or  constitute  a waiver of or  acquiescence  in the
Event of Default. All remedies are cumulative to the extent permitted by law.

     5. Rank and Subordination. This Note shall rank (i) senior to the Company's
Subordinated   Indebtedness   and  (ii)  subordinate  to  the  Company's  Senior
Indebtedness to the extent and in the manner provided in this Section 5.

     (a) The  Company  agrees,  and the  Holder of this  Note by his  acceptance
hereof likewise  agrees,  that the payment of the principal of, and interest and
any  other  amounts  on,  this  Note  (all  of the  foregoing,  a  "Payment"  or
"Distribution")  is subordinated  and junior in right of payment,  to the extent
and in the manner provided in this Section 5, to the prior  irrevocable  payment
in full in cash of all  Senior  Indebtedness  whether  outstanding  on the  date
hereof or  hereafter  created,  incurred,  assumed or  guaranteed.  A Payment or
Distribution  shall include any asset of any kind or character,  and may consist
of cash, securities or other property, by set-off or otherwise.

     (b) The Senior  Indebtedness  of the  Company  shall  continue to be Senior
Indebtedness  and  entitled  to the  benefit of these  subordination  provisions
irrespective of any amendment, modification, refunding, refinancing or waiver of
any term of any instrument  relating to refinancing of the Senior  Indebtedness.
Any amendment or modification  of this Section 5 shall not be effective  against
any holder of Senior  Indebtedness unless the holder of such Senior Indebtedness
so consents.

     (c) All the  provisions of this Note shall be subject to the  provisions of
this Section 5 so far as they may be applicable thereto.

     (d)  No  right  of  any  holder  of  any  Senior  Indebtedness  to  enforce
subordination  as herein provided shall at any time or in any way be affected or
impaired  by any failure to act on the part of the  Company,  the Holder of this
Note, or the holders of the Senior Indebtedness,  or by any noncompliance by the
Company  or the  Holder  of this  Note  with any of the  terms,  provisions  and
covenants of this Note, regardless of any knowledge thereof that any such holder
of Senior Indebtedness may have or be otherwise charged with.

     (e) No Payment or  Distribution  shall be made by the Company on account of
principal of, or interest or any other amount on, this Note, whether upon stated
maturity or acceleration,  or otherwise,  or on account of the purchase or other
acquisition  of this Note,  whether  upon stated  maturity or  acceleration,  or
otherwise,  and the Holder of this Note  shall not  accept  any such  payment if
there shall have occurred and be continuing a default with respect to any Senior
Indebtedness  permitting the acceleration thereof or with respect to the payment
of any Senior  Indebtedness,  unless and until such  default or event of default
shall have been cured or waived or shall have ceased to exist.

     Until the Senior  Indebtedness  is paid in full in cash, the Holder of this
Note shall not take any action to collect,  enforce  payment or  accelerate  the
obligations  under this Note,  exercise any of the remedies with respect to this
Note or that  otherwise  may be available  to such  Holder,  either at law or in
equity by judicial proceedings or otherwise.

     Upon any  acceleration  of the principal of this Note or any payment by the
Company  or  distribution  of assets of the  Company  of any kind or  character,
whether in cash,  property or securities,  to creditors upon any  dissolution or
winding up or liquidation or reorganization of the Company, whether voluntary or
involuntary,  or in bankruptcy,  insolvency,  receivership or other proceedings,
all  amounts  due or to become due upon all Senior  Indebtedness  shall first be
paid in full in cash, or payment thereof provided for to the satisfaction of the
holders  thereof,  before any Payment or  Distribution is made on account of the
principal  of, or interest or any other amount on, this Note;  and upon any such
dissolution  or winding up or  liquidation  or  reorganization,  any  Payment or
Distribution by the Company or distribution of assets of the Company of any kind
or character,  whether in cash, property or securities (other than securities of
the Company as  reorganized  or  readjusted  or securities of the Company or any
other company,  trust or corporation provided for by a plan of reorganization or
readjustment,  the payment of which is junior or otherwise subordinate, at least
to the  extent  provided  in this  Section  5 with  respect  to this Note to the
payment of all Senior Indebtedness at the time outstanding and to the payment of
all  securities  issued  in  exchange  therefor  to the  holders  of the  Senior
Indebtedness  at the time  outstanding,  and the rights of the holders of Senior
Indebtedness  of the Company are not altered by such plan of  reorganization  or
readjustment), to which the Holder of this Note would be entitled except for the
provisions  of this Section 5, shall be paid by the Company or by any  receiver,
trustee in bankruptcy,  liquidating  trustee,  agent or other Person making such
Payment or  Distribution  directly to the holders of Senior  Indebtedness of the
Company  or  their  representative  or  representatives,  or to the  trustee  or
trustees under any indenture  pursuant to which any  instruments  evidencing any
Senior  Indebtedness  may have been issued,  as their  respective  interests may
appear, to the extent necessary to pay all Senior  Indebtedness in full in cash,
after giving  effect to any  concurrent  payment or  distribution  to or for the
holders of Senior  Indebtedness,  before any Payment or  Distribution is made to
the Holder of this Note.

     In  the  event  that,   notwithstanding  the  foregoing,   any  Payment  or
Distribution  by the Company of any kind or  character,  (whether  such  payment
shall be in cash,  property or securities) which is prohibited by the foregoing,
shall have been made to the Holder of this Note  before all Senior  Indebtedness
is  irrevocably  paid in full in cash,  or provision is made for such payment to
the satisfaction of the holders  thereof,  and if such fact shall then have been
or thereafter  be made known to the Holder of this Note,  then and in such event
such  Payment or  Distribution  shall be paid over by the Holder of this Note or
delivered  to the  holders of Senior  Indebtedness  or their  representative  or
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any instruments  evidencing any Senior  Indebtedness may have been issued,
as their respective  interests may appear, for application to the payment of all
Senior  Indebtedness  remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash,  after giving effect to any concurrent  Payment or
Distribution  to or for the holders of such Senior  Indebtedness,  and, until so
delivered,  the same  shall be held in trust by the  Holder  of this Note as the
property of the holders of Senior Indebtedness.

     The  consolidation  of the Company with, or the merger of the Company into,
another Person or the  liquidation  or dissolution of the Company  following the
conveyance or transfer of its property as an entirety,  or  substantially  as an
entirety, to another corporation shall not be deemed a dissolution,  winding up,
liquidation or reorganization  for the purposes of this subsection 5(e) if, as a
part of such  consolidation,  merger,  conveyance  or  transfer,  the  following
conditions are complied with:

          (i) the Company  shall be the surviving  corporation  or the entity or
     the Person  formed by or  surviving  any such  consolidation  or merger (if
     other  than the  Company),  or to which such  sale,  assignment,  transfer,
     lease, conveyance or other disposition shall have been made (the "Surviving
     Entity"),  is a corporation  organized  and existing  under the laws of the
     United States, any state thereof, or the District of Columbia;

          (ii) the Surviving  Entity,  if any, assumes all of the obligations of
     the Company under this Note;

          (iii) immediately after giving effect to such transaction,  no Default
     or Event of Default shall have occurred and be continuing; and

          (iv) in the case of a transfer  of assets,  the  Surviving  Entity has
     acquired  all or  substantially  all of the  assets  of the  Company  as an
     entirety.

     The holders of Senior  Indebtedness may, at any time and from time to time,
without the consent of or notice to the Holder of this Note,  without  incurring
responsibility to the Holder of this Note and without impairing or releasing the
obligations  of the  Holder  of this Note  hereunder  to the  holders  of Senior
Indebtedness:  (i)  change  the  manner,  place or terms of payment or change or
extend  the time of  payment  of, or renew or  alter,  Senior  Indebtedness,  or
otherwise amend in any manner Senior  Indebtedness or any instrument  evidencing
the same or any agreement under which Senior  Indebtedness is outstanding;  (ii)
sell, exchange,  release or otherwise deal with any property pledged,  mortgaged
or otherwise  securing Senior  Indebtedness;  (iii) release any Person liable in
any manner for the  collection  of Senior  Indebtedness;  (iv) apply any amounts
received  to  any   liability  of  the  Company   owing  to  holders  of  Senior
Indebtedness;  and/or (v) exercise or refrain from exercising any rights against
the Company and any other Person.

     (f) Subject to the prior irrevocable payment in full in cash of all amounts
then due (whether by  acceleration  of the  maturity  thereof or  otherwise)  on
account of all Senior  Indebtedness at the time outstanding,  the Holder of this
Note shall be subrogated to the rights of the holders of Senior  Indebtedness to
receive Payments or Distributions of cash, property or securities of the Company
applicable  to the Senior  Indebtedness  until the principal of, or interest on,
this Note shall be paid in full; and, for the purposes of such  subrogation,  no
Payments or  Distributions  to the holders of Senior  Indebtedness  to which the
Holder of this Note would be entitled  except for the provisions of this Section
5, and no payments  pursuant to the  provisions of this Section 5 to the holders
of Senior  Indebtedness  by the  Holder of this  Note,  shall,  as  between  the
Company, the Company's creditors other than holders of Senior Indebtedness,  and
the  Holder of this  Note,  be deemed to be a payment  by the  Company  to or on
account of the Senior Indebtedness. It is understood that the provisions of this
Section 5 are and are  intended  solely for the purpose of defining the relative
rights of the Holder of this Note,  on the one hand,  and the  holders of Senior
Indebtedness, on the other hand.

     Nothing  contained  in this Section 5 or elsewhere in this Note is intended
to or shall impair,  as among the Company,  its creditors other than the holders
of Senior  Indebtedness,  and the Holder of this  Note,  the  obligation  of the
Company, which is absolute and unconditional,  to pay to the Holder of this Note
the  principal  of, and interest on, this Note as and when the same shall become
due and payable in accordance with the terms hereof,  or is intended to or shall
affect  the  relative  rights of the  Holder of this Note and  creditors  of the
Company other than the holders of Senior Indebtedness, nor shall anything herein
or  therein  prevent  the  Holder  of this  Note from  exercising  all  remedies
otherwise  permitted by applicable  law upon default  hereunder,  subject to the
rights,  if any, under this Section 5 of the holders of Senior  Indebtedness  in
respect  of cash,  property  or  securities  of the  Company  received  upon the
exercise of any such remedy.

     Upon any payment or  distribution  of assets of the Company  referred to in
this Section 5, the Holder of this Note shall be entitled to rely upon any order
or decree made by any court of competent  jurisdiction in which any dissolution,
winding  up,   liquidation  or  reorganization   proceedings  are  pending,   or
certificate of the receiver,  trustee in bankruptcy,  liquidating trustee, agent
or other Person making such payment or distribution,  delivered to the Holder of
this Note, for the purpose of ascertaining  the Persons  entitled to participate
in such distribution,  the holders of Senior Indebtedness and other indebtedness
of the Company,  the amount  thereof or payable  thereon,  the amount or amounts
paid or  distributed  thereon and all other facts  pertinent  thereto or to this
Section 5.

     (g) The Company shall give prompt written notice to the Holder of this Note
of any fact known to the Company which would  prohibit the making of any payment
to the Holder in respect of this Note pursuant to the provisions of this Section
5.  Notwithstanding  the provisions of this Section 5 or any other  provision of
this Note,  the Holder shall not be charged with  knowledge of the  existence of
any facts  which  would  prohibit  the  making of any  payment  to the Holder in
respect of this Note  pursuant to the  provisions  of this  Section 5 unless and
until the Holder shall have received  written notice thereof from the Company or
a  holder  or  holders  of  Senior  Indebtedness  or from any  trustee  or agent
therefor;  and, prior to the receipt of any such written  notice,  the Holder of
this  Notice  shall be  entitled  in all  respects  to assume that no such facts
exist.

     (h) No right of any present or future holder of any Senior  Indebtedness to
enforce  subordination  as  herein  provided  shall  at any  time  in any way be
prejudiced  or  impaired by any act or failure to act on the part of the Company
or the Holder of this Note or by any act, or failure to act,  in good faith,  by
any such holder of Senior  Indebtedness,  or by any noncompliance by the Company
or the  Holder of this Note with the terms,  provisions  and  covenants  of this
Note,  regardless  of any  knowledge  thereof  which any such holder may have or
otherwise be charged with.

     (i) The failure to make a payment on account of  principal  of, or interest
on,  this  Note by  reason  of any  provision  in this  Section  5 shall  not be
construed as  preventing  the  occurrence of an Event of Default with respect to
this Note hereunder.

     (j) The  indebtedness  represented by this Note will be senior and prior in
right of  payment  to all  Subordinated  Indebtedness  to the  extent and in the
manner provided in such Subordinated Indebtedness.

     6. No  Recourse  Against  Others.  No past,  present  or  future  director,
officer,  employee,  incorporator or stockholder of the Company,  as such, shall
have any liability for any obligations of the Company under this Note or for any
claim  based on, in  respect  of, or by reason  of,  such  obligations  or their
creation.  The  Holder by  accepting  this Note  waives  and  releases  all such
liability. The waiver and release are part of the consideration for the issuance
of this Note.

     7.  Definitions.  For the purposes of this Note, the following  terms shall
have the meanings set forth below:

          "Bankruptcy  Law"  means  Title  11 of the  U.S.  Code or any  similar
     Federal or state law for the relief of debtors.

          "Capital  Stock"  means  (i) in the case of a  corporation,  corporate
     stock, (ii) in the case of an association or any other business entity, any
     and all  shares,  interests,  participations,  rights or other  equivalents
     (however  designated) in the equity of such association or entity, (iii) in
     the  case of a  partnership,  partnership  interests  (whether  general  or
     limited),  and (iv) any other interest or  participation  that confers on a
     Person  the  right to  receive a share of the  profits  and  losses  of, or
     distributions of assets of, the issuing Person.

          "Guarantee"  means, as applied to any  Indebtedness of another Person,
     (i) a guarantee  (other than by endorsement of negotiable  instruments  for
     collection in the ordinary course of business),  direct or indirect, in any
     manner,  of all or any  part of  such  Indebtedness,  (ii)  any  direct  or
     indirect obligation,  contingent or otherwise,  of a Person guaranteeing or
     having the effect of guaranteeing  the  Indebtedness of any other Person in
     any  manner  and  (iii) an  agreement  of a  Person,  direct  or  indirect,
     contingent or otherwise,  the practical effect of which is to assure in any
     way the  payment  or  performance  (or  payment  of damages in the event of
     non-performance) of all or any part of such Indebtedness of another Person.

          "Hedging   Obligations"   means,  with  respect  to  any  Person,  the
     obligations  of such  Person  under  (i)  interest  rate  swap  agreements,
     interest  rate cap  agreements,  interest rate collar  agreements  and (ii)
     other  agreements or  arrangements  designed to protect such Person against
     fluctuations in interest rates.

          "Holder" means a Person in whose name this Note is registered.

          "Indebtedness" means, with respect to any Person, without duplication,
     whether  recourse  is to all or a portion of the assets of such  Person and
     whether or not contingent:

     (i) any  liability  of such  Person (a) for  borrowed  money,  or under any
reimbursement  obligation relating to a letter of credit, bankers' acceptance or
note  purchase  facility;  (b) evidenced by a bond,  note,  debenture or similar
instrument;  (c) for the balance  deferred and unpaid of the purchase  price for
any  property  or service or any  obligation  upon which  interest  charges  are
customarily  paid (except for accrued  expenses or trade payables arising in the
ordinary  course of business);  (d) for the payment of money relating to a lease
that is required to be classified  as a capital  lease  obligation in accordance
with United States generally accepted  accounting  principles;  (e) secured by a
Lien;

     (ii)  any  obligation  of  others  secured  by a Lien on any  asset of such
Person,  whether or not any obligation  secured thereby has been assumed by such
Person;

     (ii) any obligations of such Person under any Hedging Obligation; and

     (iv) any Guarantee of such Person or any obligation of such Person which in
economic  effect is a  guarantee  with  respect to any  Indebtedness  of another
Person.

     "Lien"  means,  with  respect to any asset,  any  mortgage,  lien,  pledge,
charge,  security  interest or encumbrance of any kind in respect of such asset,
whether or not filed,  recorded or  otherwise  perfected  under  applicable  law
(including any conditional sale or other title retention agreement, any lease in
the nature  thereof,  any option or other  agreement  to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

     "Person" means any individual, corporation, limited or general partnership,
limited  liability  company,  joint venture,  association,  joint stock company,
trust,  entity,  unincorporated  organization  or  government  or any  agency or
political subdivision thereof.

     "Senior  Indebtedness"  means the  principal,  premium,  if any, and unpaid
interest  (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization  relating to the Company whether or not a claim
for post-filing interest is allowed in such proceeding,  including interest that
would have accrued but for the filing), fees, charges,  expenses,  reimbursement
and  indemnification  obligations,  and all other  amounts  payable  under or in
respect of Indebtedness of the Company,  whether any such Indebtedness exists as
of the date of this Indenture or shall hereafter be created,  incurred,  assumed
or guaranteed, as may be amended from time to time and any renewals, extensions,
refundings, refinancings,  amendments and modifications of any such indebtedness
or obligations or of the instruments creating or evidencing such indebtedness or
obligations or guarantees; provided, however, that Senior Indebtedness shall not
include (i) Indebtedness owed to a Subsidiary,  (ii) Indebtedness of the Company
which is expressly pari passu to this Note or (iii) Subordinated Indebtedness.

     "Subordinated  Indebtedness"  means any  Indebtedness of the Company now or
hereafter  outstanding which by its terms is expressly  subordinated in right of
payment to this Note.

     "Subsidiary"  means  with  respect  to any  Person,  (i)  any  corporation,
association or other business  entity of which more than 50% of the total voting
power of shares of Capital Stock entitled  (without  regard to the occurrence of
any  contingency)  to vote in the  election of  directors,  managers or trustees
thereof is at the time owned or  controlled,  directly  or  indirectly,  by such
Person  or one or  more  of the  other  Subsidiaries  of  that  Person  (or in a
combination  thereof) and (ii) any partnership or limited  liability company (a)
the sole general partner or member or the managing  general partner or member of
which is such  Person or a  Subsidiary  of such  Person or (b) the only  general
partners or members of which are such Person or of one or more  Subsidiaries  of
such Person (or any combination thereof).

     8.  Abbreviations.  Customary  abbreviations  may be used in the  name of a
Holder or an  assignee,  such as TEN COM ( =  tenants  in  common),  TEN ENT ( =
tenants by the entireties),  JT TEN ( = joint tenants with right of survivorship
and not as tenants in  common),  CUST ( =  Custodian),  and  U/G/M/A ( = Uniform
Gifts to Minors Act).

     9.  Governing  Law.  This  Note  shall  be  governed  by and  construed  in
accordance with the laws of the State of New York,  including  Section 5-1401 of
the General  Obligation  Law, but  otherwise  without  regard to conflict of law
rules.  The Company hereby  irrevocably  submits to the  jurisdiction of any New
York state court  sitting in the Borough of Manhattan in the City of New York or
any Federal court sitting in the Borough of Manhattan in the City of New York in
respect of any suit,  action or  proceeding  arising  out of or relating to this
Note,  and  irrevocably  accepts  for itself  and in  respect  of its  property,
generally and unconditionally, jurisdiction of the aforesaid courts. The Company
irrevocably  waives,  to the fullest extent that it may  effectively do so under
applicable  law,  trial by jury and any objection  which it may now or hereafter
have to the laying of the venue of any such suit,  action or proceeding  brought
in any such court and any claim that any such suit, action or proceeding brought
in any such court has been  brought in an  inconvenient  forum.  Nothing  herein
shall affect the right of the Holder of this Note to serve  process in any other
manner  permitted by law or to commence legal  proceedings or otherwise  proceed
against the Company in any other jurisdiction.

     IN WITNESS  WHEREOF,  the Company has caused this Note to be duly  executed
under its corporate seal.

[SEAL]                             KEYSTONE CONSOLIDATED
                                   INDUSTRIES, INC.

                                   By:
                                      -----------------------------------------
                                   Name:
                                      -----------------------------------------
                                   Title:
                                      -----------------------------------------

                                   By:
                                      -----------------------------------------
                                   Name:
                                      -----------------------------------------
                                   Title:
                                      -----------------------------------------



<PAGE>



                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to:

                  (Insert assignee's soc. sec. or tax I.D. no.)

              (Print or type assignee's name, address and zip code)

and irrevocably appoint agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.

Date: __________

                         Your Signature:
                                        -------------------------------------
                                       (Sign  exactly  as your  name  appears on
                                         the face of this Note)



     Signature Guarantee:_______________________________________________________

                                    (Signatures must be guaranteed by an
                                    "eligible guarantor institution" meeting the
                                    requirements of the Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "signature guarantee program" as may be
                                    determined by the Registrar in addition to,
                                    or in substitution for, STAMP, all in
                                    accordance with the Securities Exchange Act
                                    of 1934, as amended.)