THIRTEENTH AMENDMENT TO AMENDED AND RESTATED
                      REVOLVING LOAN AND SECURITY AGREEMENT

     THIS  THIRTEENTH  AMENDMENT  TO AMENDED  AND  RESTATED  REVOLVING  LOAN AND
SECURITY AGREEMENT (the "Amendment") is entered into as of November 17, 2003, by
and between  KEYSTONE  CONSOLIDATED  INDUSTRIES,  INC.,  a Delaware  corporation
("Borrower"),   and  CONGRESS  FINANCIAL  CORPORATION  (CENTRAL),   an  Illinois
corporation ("Lender"). Except for terms which are expressly defined herein, all
capitalized  terms used herein shall have the meaning  subscribed to them in the
Loan Agreement (as defined below).

                                    RECITALS

     WHEREAS,  Borrower  and Lender  are  parties to that  certain  Amended  and
Restated Revolving Loan and Security Agreement dated as of December 29, 1995 (as
amended,  supplemented  or  otherwise  modified  from  time to time,  the  "Loan
Agreement").

     WHEREAS, Borrower desires to amend the terms of the Loan Agreement.

     WHEREAS,  Lender is  willing to amend the Loan  Agreement  on the terms and
conditions set forth herein.

     NOW,  THEREFORE,  in consideration of the mutual  conditions and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

I. Amendment to the Loan Agreement.

   A.     Subsection (d) of the definition of "Eligible  Borrower  Inventory" in
          Section 1 of the Loan  Agreement is hereby deleted in its entirety and
          replaced with the following:

                           "(d) Intentionally Deleted";


   B.     Subsection (d) of the definition of "Eligible  Caldwell  Inventory" in
          Section 1 of the Loan  Agreement is hereby deleted in its entirety and
          replaced with the following:


                           "(d) Intentionally Deleted";



   C.     Subsection (d) of the definition of "Eligible Fox Valley Inventory" in
          Section 1 of the Loan  Agreement is hereby deleted in its entirety and
          replaced with the following:

                           "(d) Intentionally Deleted";

   D.     Section 2.4(a) of the Loan Agreement is hereby amended and restated in
          its entirety to read as follows:

               (a)  Lender  is making a Term Loan to  Borrower  in the  original
               principal amount of $6,500,000. The Term Loan is (a) evidenced by
               a Term Loan promissory note in such original  principal amount to
               be duly  executed and delivered by Borrower to Lender on the date
               of such borrowing;  (b) to be repaid,  together with interest and
               other amounts,  in accordance with this Agreement,  the Term Loan
               promissory  note,  and the  other  Financing  Agreements  and (c)
               secured by all of the  Collateral.  The  principal  amount of the
               Term Loan shall be repaid in forty-eight (48) consecutive monthly
               installments (or earlier as provided herein) payable on the first
               day of each month  commencing  [December  1, 2003],  of which the
               first forty-seven (47)  installments  shall each be in the amount
               of $135,417  and the last  installment  shall be in the amount of
               the entire  unpaid  balance of the Term Loan and shall be payable
               on the Renewal Date.


II.       Conditions to Effectiveness of Amendment.  This Amendment shall become
          effective  on the date (the  "Effective  Date")  when  Borrower  shall
          satisfy all of the following conditions:

         A.    Amendment.  Borrower  and  Lender  shall have duly  executed  and
               delivered this Amendment.

         B.    Amended and Restated Term Note.  Borrower shall have delivered to
               Lender a fully  executed  Amended and Restated Term Note, in form
               and substance satisfactory to Lender.

         C.    Additional  Matters.   Lender  shall  have  received  such  other
               certificates,  opinions, UCC financing statements,  documents and
               instruments  relating  to the  obligations  or  the  transactions
               contemplated  hereby as may have  been  reasonably  requested  by
               Lender,  and all  corporate and other  proceedings  and all other
               documents  and  all  legal   matters  in   connection   with  the
               transactions contemplated hereby shall be reasonably satisfactory
               in form and substance to Lender.

III.      Covenants.  Within  thirty (30) days  following  the  Effective  Date,
          Borrower  shall deliver to Lender a fully  executed copy of a Mortgage
          Modification  with  respect to each  existing  Mortgage on  Borrower's
          owned Real Estate, in form and substance  satisfactory to Lender,  and
          with respect to all existing title policies  insuring Lender's Lien on
          the Mortgaged Real Property,  endorsements issued by the Title Company
          insuring that Lender's Lien (and the priority thereof) is not impacted
          by this Agreement.

Notwithstanding  the  occurrence  of  the  Effective  Date,  the  effect  of the
Amendment set forth in Article I above shall be revoked, terminated and be of no
further  force or effect if such  requirements  set forth in  Article  III above
shall not have been met within the time period set forth above.


IV.       Representations  and  Warranties.  In order to induce  Lender to enter
          into this Amendment,  Borrower represents and warrants to Lender, upon
          the  effectiveness  of  this  Amendment,   which  representations  and
          warranties shall survive the execution and delivery of this Amendment,
          that:

               A. Borrower is a corporation duly organized, validly existing and
               in  good   standing   under   the  laws  of  the   state  of  its
               incorporation;

               B. the execution,  delivery and  performance of this Amendment by
               Borrower  are  within  its  corporate  powers  and have been duly
               authorized by all necessary corporate action; and

               C.  this  Amendment   constitutes  a  legal,  valid  and  binding
               obligation   of  Borrower,   enforceable   against   Borrower  in
               accordance  with its terms,  except as enforcement may be limited
               by bankruptcy, insolvency, reorganization,  moratorium or similar
               laws affecting the  enforcement of creditors'  rights  generally,
               and by general principles of equity.


V. Miscellaneous.

     A.   Effect;  Ratification.  The  amendments set forth herein are effective
          solely for the purpose set forth herein and shall be limited precisely
          as  written,  and  shall  not be  deemed  to (i) be a  consent  to any
          amendment,  waiver or  modification  of any other term or condition of
          the  Loan  Agreement  or of any  other  Financing  Agreements  or (ii)
          prejudice  any right or rights that Lender may now have or may have in
          the future under or in connection with the Loan Agreement or any other
          Financing  Agreements.  Each  reference in the Loan Agreement to "this
          Agreement",  "herein",  "hereof"  and  words of like  import  and each
          reference  in the other  Financing  Agreements  to the Loan  Agreement
          shall mean the Loan Agreement as amended hereby.  This Amendment shall
          be construed in connection  with and as part of the Loan Agreement and
          all terms,  conditions,  representations,  warranties,  covenants  and
          agreements  set forth in the Loan  Agreement and each other  Financing
          Agreement, except as herein amended or waived, are hereby ratified and
          confirmed and shall remain in full force and effect.

     B.   Costs and  Expenses.  Borrower  shall  pay to  Lender  on  demand  all
          reasonable  out-of-pocket costs, expenses, title fees, filing fees and
          taxes paid or payable in connection with the preparation, negotiation,
          execution,    delivery,   recording,    administration,    collection,
          liquidation,  enforcement  and  defense of the  Obligations,  Lender's
          rights in the  Collateral,  this Amendment,  the Loan  Agreement,  the
          other Financing  Agreements and all other documents  related hereto or
          thereto,  including any amendments,  supplements or consents which may
          hereafter be contemplated (whether or not executed) or entered into in
          respect  hereof and  thereof,  including,  but not limited to: (a) all
          costs  and  expenses  of  filing  or  recording   (including   Uniform
          Commercial Code financing statement filing taxes and fees, documentary
          taxes,  intangibles  taxes and mortgage  recording and title insurance
          taxes and fees,  if  applicable);  (b) costs and expenses and fees for
          title insurance and other insurance  premiums,  environmental  audits,
          surveys, assessments,  engineering reports and inspections,  appraisal
          fees and  search  fees;  (c)  costs and  expenses  of  remitting  loan
          proceeds,  collecting checks and other items of payment;  (d) charges,
          fees or expenses  charged by any bank or issuer in connection with the
          Letter of Credit Accommodations;  (e) costs and expenses of preserving
          and protecting the Collateral; (f) costs and expenses paid or incurred
          in connection with obtaining payment of the Obligations, enforcing the
          security interests and liens of Lender, selling or otherwise realizing
          upon the  Collateral,  and otherwise  enforcing the provisions of this
          Amendment,  the Loan Agreement and the other  Financing  Agreements or
          defending any claims made or threatened  against Lender arising out of
          the transactions  contemplated hereby and thereby (including,  without
          limitation,  preparations  for and  consultations  concerning any such
          matters);  and (g) the fees and  disbursements  of counsel  (including
          legal assistants) to Lender in connection with the foregoing.

     C.   Certain Waivers;  Release.  Although Borrower does not believe that it
          has any claims against Lender,  it is willing to provide Lender with a
          general and total release of all such claims in  consideration  of the
          benefits  which  Borrower  will  receive  pursuant to this  Amendment.
          Accordingly,  Borrower for itself and any successor of Borrower hereby
          knowingly,  voluntarily,  intentionally  and irrevocably  releases and
          discharges Lender and its respective officers,  directors,  agents and
          counsel (each a "Released Party") from any and all actions,  causes of
          action,  suits, sums of money,  accounts,  reckonings,  bonds,  bills,
          specialties,   covenants,   contracts,   controversies,    agreements,
          promises,   variances,   trespasses,   damages,  judgments,   extents,
          executions,   losses,  liabilities,   costs,  expenses,  debts,  dues,
          demands,  obligations or other claims of any kind whatsoever,  in law,
          admiralty  or equity,  which  Borrower  ever had, now has or hereafter
          can,  shall or may have  against any  Released  Party for,  upon or by
          reason of any matter,  cause or thing whatsoever from the beginning of
          the world to the date of this Amendment.

     D.   Counterparts.  This  Amendment  may  be  executed  in  any  number  of
          counterparts,  each such counterpart  constituting an original but all
          together constituting one and the same instrument.

     E.   Severability.  Any provision  contained in this Amendment that is held
          to be inoperative, unenforceable or invalid in any jurisdiction shall,
          as to that  jurisdiction,  be  inoperative,  unenforceable  or invalid
          without  affecting the remaining  provisions of this Amendment in that
          jurisdiction  or the  operation,  enforceability  or  validity of that
          provision in any other jurisdiction.

     F.   GOVERNING LAW. THIS  AMENDMENT  SHALL BE GOVERNED BY AND CONSTRUED AND
          INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

                  [remainder of page intentionally left blank]

         [Signature Page to Thirteenth Amendment To Amended And Restated

                     Revolving Loan And Security Agreement]

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the date first above written.


                            CONGRESS FINANCIAL CORPORATION (CENTRAL)


                             By
                             Name:
                             Title:

                             KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                             By
                             Name:
                             Title:


                                     CONSENT

     By Guarantee dated September 27, 1996 (as amended,  the  "Guarantee"),  the
undersigned (the "Guarantor") guaranteed to Lender (as defined therein), subject
to the terms,  conditions and obligations set forth therein,  the prompt payment
and performance of all of the Guaranteed  Obligations (as defined therein).  The
Guarantor consents to Borrower's execution of the foregoing Thirteenth Amendment
to Loan  Agreement (the  "Amendment;"  capitalized  terms not otherwise  defined
herein  shall  have  the  meaning   ascribed  to  them  in  the  Amendment)  and
acknowledges the continued  validity,  enforceability  and  effectiveness of the
Guarantee  with  respect  to all loans,  advances  and  extensions  of credit to
Borrower,  whether  heretofore  or hereafter  made,  together with all interests
thereon and all expenses in connection therewith.

                                               SHERMAN WIRE COMPANY


                                               By
                                               Name:
                                               Title:



                                     CONSENT

By Confirmation  Agreement dated September 27, 1996, relating to that Amendment,
Ratification and  Confirmation of Secured Guaranty  Agreement dated December 29,
1995,  relating  to,  among other things the Secured  Guaranty  Agreement  dated
October  16,  1987  (collectively,   the  "Guarantee"),   the  undersigned  (the
"Guarantor")  guaranteed to Lender (as defined  therein),  subject to the terms,
conditions and obligations set forth therein, the prompt payment and performance
of all of the  Obligations  (as  defined  therein).  The  Guarantor  consents to
Borrower's  execution of the foregoing  Thirteenth  Amendment to Loan  Agreement
(the "Amendment;"  capitalized terms not otherwise defined herein shall have the
meaning  ascribed  to them in the  Amendment)  and  acknowledges  the  continued
validity,  enforceability and effectiveness of the Guarantee with respect to all
loans,  advances and  extensions  of credit to Borrower,  whether  heretofore or
hereafter  made,  together  with  all  interests  thereon  and all  expenses  in
connection therewith.

                             SHERMAN WIRE OF CALDWELL, INC.


                                               By
                                               Name:
                                               Title:


                                     CONSENT

     By  Confirmation  Agreement  dated  September  27,  1996,  relating to that
Guarantee  and  Waiver  and Rider No. 1 to  Guarantee  and  Waiver,  each  dated
December 30, 1993 (as amended,  collectively,  the "Guarantee"), the undersigned
(the  "Guarantor")  guaranteed  to Lender (as defined  therein),  subject to the
terms,  conditions and  obligations  set forth  therein,  the prompt payment and
performance  of all of the  Obligations  (as  defined  therein).  The  Guarantor
consents to Borrower's  execution of the foregoing  Thirteenth Amendment to Loan
Agreement (the "Amendment;" capitalized terms not otherwise defined herein shall
have  the  meaning  ascribed  to them in the  Amendment)  and  acknowledges  the
continued  validity,  enforceability  and  effectiveness  of the Guarantee  with
respect to all loans,  advances and  extensions  of credit to Borrower,  whether
heretofore  or  hereafter  made,  together  with all  interests  thereon and all
expenses in connection therewith.

                                               FV STEEL AND WIRE COMPANY


                                               By
                                               Name:
                                               Title: