ACCOUNT RECONCILIATION AGREEMENT

     THIS ACCOUNT RECONCILIATION AGREEMENT (the "Agreement") is made and entered
into as of the 12th day of March,  2002,  by and between  KEYSTONE  CONSOLIDATED
INDUSTRIES,  INC. d/b/a KEYSTONE  STEEL & WIRE COMPANY,  a Delaware  corporation
("Keystone"),  and CENTRAL  ILLINOIS  LIGHT  COMPANY,  an  Illinois  corporation
("CILCO").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  Keystone  and CILCO  are  parties  to that  certain  Gas  Service
Agreement dated as of June 30, 1999, that certain Electric Agreement dated as of
March 28, 2000, that certain Interruptible Electric Service Contract dated as of
March 28, 2000, that certain  Electric  Agreement dated as of December 31, 2001,
and that certain  Interruptible  Electric  Service Contract dated as of December
31, 2001 (all of the  foregoing,  together with any  amendments  or  supplements
thereto, are referred to collectively herein as the "Utility Agreements");

     WHEREAS,  pursuant to the Utility Agreements,  from time to time CILCO sold
to Keystone and Keystone purchased from CILCO natural gas and electrical utility
services;

     WHEREAS,  Keystone is currently  pursuing an out-of-court  restructuring of
its obligations and capital structure;

     WHEREAS,  pursuant to the  agreement  of the  parties,  for several  months
Keystone has made  prepayments  with respect to its  anticipated  current  usage
under the Utility  Agreements and deferred  payment with respect to certain past
due amounts for prior usage;

     WHEREAS, Keystone and CILCO hereby expressly acknowledge and agree that the
past due  amounts  owed by Keystone  to CILCO for  utility  services  previously
provided  pursuant to the Utility  Agreements equal in the aggregate  $4,845,142
(the "Outstanding Balance"); and

     WHEREAS,  the  parties  desire to  provide  for the  payment in full of the
Outstanding  Balance and other amounts  becoming due between them upon the terms
and subject to the conditions hereinafter set forth.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements herein contained, and for other good and valuable consideration,  the
receipt and sufficiency of which are hereby  acknowledged by the parties hereto,
it is hereby agreed as follows:

     Section  1.  Payment  of the  Outstanding  Balance.  As full  and  complete
satisfaction of all past due amounts owed by Keystone to CILCO under the Utility
Agreements  as  of  the  date  hereof,  Keystone  hereby  promises  to  pay  the
Outstanding  Balance to CILCO by making a payment of $79,462 on or before  March
31, 2002,  followed by sixty-two (60) equal monthly  payments of $79,428 each on
or before the last day of each and every month thereafter  through and including
March 31,  2007.  The  Outstanding  Balance  shall not bear  interest and may be
prepaid in whole or in part at any time without  penalty.  In the event Keystone
Fails to pay in a timely  manner any of the  payments on the due dates set forth
in Section 1, CILCO shall have the right to  exercise  any of the  remedies  set
forth in Paragraph  5(f) of that certain  Electric  Agreement  between CILCO and
Keystone  dated  the 31st day of  December  2001  until the  entire  Outstanding
Balance is paid in full, even if the Electric Agreement has expired or otherwise
been terminated.

     Section 2.  Payment  for Current  Usage.  Keystone  shall make  payment for
current  utility usage  consistent with the terms set forth in Paragraph 5(f) of
that certain Electric Agreement between CILCO and Keystone dated the 31st day of
December 2001.

     Section 3. Additional  Required  Payment.  In the event that the EBITDA (as
hereinafter  defined) of Keystone  in any fiscal year shall  exceed  $20,000,000
(any such amount, the "Excess EBITDA"), Keystone shall pay to CILCO on or before
April 15 of the  following  year an amount  equal to the  product of such Excess
EBITDA  multiplied  by 5.86%,  limited to the  extent of the unpaid  Outstanding
Balance as of the date such payment is made.  Notwithstanding the foregoing,  in
the event that any such  payment  pursuant to this  Section 3 would result in an
event of default under any of Keystone's  various  credit  agreements,  Keystone
shall be permitted to defer such payment until such time as payment is permitted
under all applicable  covenants of such credit agreements.  For purposes of this
Section 3,  "EBITDA"  for any fiscal year shall be the amount  determined  based
upon Income  (loss)  before income taxes,  plus  Depreciation  and  Amortization
expense,  plus Interest Expense,  less overfunded defined benefit pension credit
or plus defined benefit pension expense,  as the case may be, all as reported in
Keystone's Annual Report on Form 10-K with respect to such year.

     Section 4. Priority;  No Further  Obligations.  To the extent the terms and
conditions  of this  Agreement  alter or vary the terms of the  Parties'  Letter
Agreement dated November 12, 2001, a copy of which is attached as Exhibit A, the
parties hereto agree that the terms and  conditions of this  Agreement  shall be
deemed to have modified,  amended and superseded the applicable  portions of the
Parties' November 12, 2001 Letter Agreement.

     Section 5. Notices.  All notices or other communications which are required
or permitted  hereunder shall be in writing and sufficient if delivered by hand,
by facsimile transmission, by registered or certified mail, postage pre-paid, or
by courier or overnight  carrier to the persons at the addresses set forth below
(or at such other  address as may be  provided  hereunder),  and shall have been
deemed to have been delivered as of the date so delivered:

         If to Keystone:

                  Keystone Steel & Wire Company
                  7000 S.W. Adams Street
                  Peoria, Illinois  61641
                  Attention:  Vice President Finance
                  Fax:  (309) 697-7120

                  and:

                  Keystone Consolidated Industries, Inc.
                  Three Lincoln Centre
                  5430 LBJ Freeway
                  Suite 1740
                  Dallas, Texas  75240-2697
                  Attention:  Chief Financial Officer
                  Fax: (972) 448-1408

         If to CILCO:

                  Central Illinois Light Company
                  Major Accounts, Energy Sales
                  300 Liberty Street
                  Peoria, Illinios  61602
                  Attention:  Sr. Vice President
                  Fax: (309) 677-5458

     Section 6.  Further  Assurances.  The  parties  hereto  shall  execute  and
deliver,  and file and record,  as the case may be, such  further or  additional
documents,  agreements or instruments as the other party hereto shall reasonably
require to consummate the transactions contemplated herein.

     Section 7. Binding Effect;  Construction.  The covenants  contained  herein
shall  bind,  and the  benefits  hereof  shall  inure  to the  benefit  of,  the
respective heirs, personal representatives,  administrators,  and successors and
permitted assigns, to the extent applicable, of the parties hereto.

     Section 8. Entire  Agreement;  Severability.  This  Agreement  contains the
entire  agreement  among the parties  hereto  relating  to the matters  provided
herein, and no representations,  promises or agreements,  oral or otherwise, not
expressly  contained or  incorporated  by reference  herein or therein  shall be
binding on the parties  hereto.  The  provisions of this Agreement are severable
and the  invalidity of one or more of the  provisions  herein shall not have any
effect upon the validity or enforceability of any other provision hereof.

     Section 9. Governing Law. This  Agreement  shall be governed by,  construed
and  enforced  in  accordance  with the laws of the State of  Illinois,  without
giving effect to any principles of conflict of laws.

     Section 10.  Counterparts.  This  Agreement  may be executed in two or more
counterparts, each of which shall be deemed an original and may be delivered via
facsimile or otherwise,  and all of which together shall  constitute one and the
same agreement.

                         [Signatures on following page.]


<PAGE>



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

                                      KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                      d/b/a KEYSTONE STEEL & WIRE COMPANY


                                      By:
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                                      Name:
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                                      Title:
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                                      CENTRAL ILLINOIS LIGHT COMPANY


                                      By:
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                                      Name:
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                                      Title:
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