FIFTH AMENDMENT TO AMENDED AND RESTATED
                      REVOLVING LOAN AND SECURITY AGREEMENT

                  THIS FIFTH  AMENDMENT TO AMENDED AND RESTATED  REVOLVING  LOAN
AND SECURITY AGREEMENT (the "Fifth Amendment") is entered into as of February 3,
2000,  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.       AMENDMENTS TO THE LOAN AGREEMENT

         A.       Subsection  (d)  of  the  definition  of  "Eligible   Borrower
                  Inventory"  in  Section  1 of the  Loan  Agreement  is  hereby
                  amended and restated in its entirety to read as follows:

                           (d)      supplies  used  or  consumed  in  Borrower's
                                    business  (other  than  (i)  steel  used  or
                                    consumed  by  Borrower  in  the  process  of
                                    manufacturing Inventory, and (ii) electrical
                                    supplies,  electrodes,  lead,  zinc,  metals
                                    (other  than  steel),   operations   process
                                    supplies and  refractory  materials  used or
                                    consumed  by  Borrower  in  the  process  of
                                    manufacturing   Inventory   not  to   exceed
                                    $4,500,000 in the aggregate);

II.      CONDITIONS TO EFFECTIVENESS  OF FIFTH  AMENDMENT.  This Fifth Amendment
         shall become effective on the date (the "Effective Date") when Borrower
         shall satisfy all of the following conditions:

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

          B.   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.

IV.      REPRESENTATIONS AND WARRANTIES. In order to induce Lender to enter into
         this Fifth Amendment,  Borrower represents and warrants to Lender, upon
         the effectiveness of this Fifth Amendment,  which  representations  and
         warranties  shall  survive  the  execution  and  delivery of this Fifth
         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 Fifth Amendment
               by Borrower  are within its  corporate  powers and have been duly
               authorized by all necessary corporate action;

          C.   this  Fifth  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; and

          D.   all of the representations  and warranties  contained in the Loan
               Agreement and in the other Financing Agreements (other than those
               which speak  expressly only as of a different  date) are true and
               correct  as of the  date of this  Fifth  Amendment  after  giving
               effect to this Fifth Amendment.

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
               Fifth 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 Fifth 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 Fifth 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 Fifth 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 "Releasee") 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 Releasee
               for, upon or by reason of any matter,  cause or thing  whatsoever
               from  the  beginning  of the  world  to the  date of  this  Fifth
               Amendment.

          D.   COUNTERPARTS.  This Fifth 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 Fifth  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 Fifth  Amendment in that  jurisdiction  or the
               operation,  enforceability  or validity of that  provision in any
               other jurisdiction.

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

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<PAGE>




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

                                        CONGRESS FINANCIAL CORPORATION (CENTRAL)

                                        BY
                                        NAME:
                                        TITLE:


                                        KEYSTONE CONSOLIDATED INDUSTRIES, INC.

                                        BY
                                        NAME:
                                        TITLE:


<PAGE>

                                     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 Fifth
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:


<PAGE>
                                     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  Fifth  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:


<PAGE>


                                     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  Fifth  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.

                                             FOX VALLEY STEEL AND WIRE COMPANY

                                             BY
                                             NAME:
                                             TITLE: