STOCK PLEDGE AGREEMENT


     THIS STOCK PLEDGE  AGREEMENT (the  "Agreement") is dated as of November 21,
2001  by  and  between  KEYSTONE  CONSOLIDATED  INDUSTRIES,   INC.,  a  Delaware
corporation (the "Pledgor"), and EWP FINANCIAL LLC, a Delaware limited liability
company, as agent for the lenders under the hereinafter described Loan Agreement
(the "Pledgee").

                                    Recitals:

     WHEREAS, pursuant to that certain Amended and Restated Loan Agreement dated
as of November 21, 2001 (the "Loan  Agreement") by and between the Pledgor,  the
Pledgee,   and  the  Lenders  party  thereto   (individually   a  "Lender"  and,
collectively, the "Lenders"), the Pledgor has made promissory notes of even date
herewith  aggregating up to an original principal amount of $6,000,000.00,  each
payable to a Lender (individually, the "Note" and, collectively, the "Notes");

     WHEREAS,  the Pledgor has agreed to enter into this Agreement and to pledge
all of the outstanding shares of common stock of Engineered Wire Products, Inc.,
an Ohio  corporation  and a  wholly-owned  subsidiary  of the  Pledgor  ("EWP"),
registered in the name of the Pledgor (the "Stock") as security for  performance
of its obligations under the Loan Agreement and the Notes; and

     WHEREAS, capitalized terms used but not otherwise defined herein shall have
the same meanings given to such terms in the Loan Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  herein  contained,  and to secure the payment and  performance of the
Pledgor's obligations under the Loan Agreement and the Notes, the parties hereto
agree as follows:

     SECTION 1. Pledge. As collateral  security for the due and punctual payment
of the indebtedness and obligations referred to in Section 2 hereof, the Pledgor
hereby pledges,  hypothecates,  transfers,  sets over, delivers and assigns unto
the  Pledgee,  and hereby  grants the Pledgee a first  security  interest in the
following:

          (a) the Stock and the  certificates  representing  the Stock,  and all
     cash,  securities  and  other  property  at any time and from  time to time
     received,  receivable or otherwise distributed in respect of or in exchange
     for all or any portion of the Stock; and

          (b) all securities  hereafter  delivered to the Pledgee by the Pledgor
     in substitution for any of the foregoing,  all certificates and instruments
     representing  or evidencing  such  securities,  together with all interest,
     cash,  securities  and  other  property  at any time and from  time to time
     received,  receivable or otherwise  distributed  in respect of, in exchange
     for or on conversion  of any or all thereof (all such Stock,  indebtedness,
     shares,  certificates,   interest,  cash,  securities  and  other  property
     received,  receivable  or  otherwise  distributed  in respect of any or all
     thereof being included within the definition of  "Collateral"  for purposes
     of this Agreement).

     TO HAVE AND TO HOLD the  Collateral,  together  with  all  rights,  titles,
interests,  privileges and preferences  appertaining or incidental thereto, unto
the Pledgee,  its  successors and assigns,  forever,  subject,  however,  to the
terms, covenants and conditions hereinafter set forth.

     SECTION 2.  Indebtedness  and Obligations  Secured.  This Agreement and the
Collateral  secure  repayment of the  indebtedness  and the  obligations  of the
Pledgor indicated below (collectively,  the "Obligations"),  equally and ratably
as to all such  indebtedness and obligations and without  preference or priority
as to any class of such indebtedness or obligations or any component thereof:

          (a) the  indebtedness  evidenced by the Loan  Agreement  and the Notes
     (and  any  promissory  note of the  Pledgor  issued  in  exchange  for,  or
     replacement  of, or  substitution  for,  any of the Notes,  which  shall be
     included in the term "Notes" as used  herein),  with  interest and premiums
     thereon as therein provided;

          (b) all other amounts  payable by the Pledgor under the Loan Agreement
     and the Notes, including without limitation,  all fees, costs, expenses and
     indemnities payable by the Pledgor thereunder;

          (c) all  indebtedness  of the Pledgor arising under this Agreement and
     all costs and expenses of the Pledgee in enforcing this Agreement, the Loan
     Agreement and the Notes; and

          (d) all renewals and extensions,  in whole or in part, of the Notes or
     of any other indebtedness or obligation described above.

     SECTION 3.  Representations  and Warranties.  The Pledgor hereby represents
and warrants that as of the date hereof: (i) the Pledgor is the holder of record
of all of the Stock;  (ii) the Stock pledged  hereunder  constitutes  all of the
issued and outstanding  capital stock of EWP; (iii) the Pledgor has good,  right
and lawful  authority to enter into this  Agreement and to pledge the Collateral
in the manner  hereby done or  contemplated  and will  defend its title  thereto
against the claims of all persons whomsoever;  (iv) there are no liens,  claims,
pledges, security interests,  encumbrances or rights of third parties whatsoever
with respect to the  Collateral;  (v) this  Agreement has been duly  authorized,
executed and delivered and constitutes the legal,  valid and binding  obligation
of the Pledgor, enforceable in accordance with its terms; and (vi) no consent or
approval of any court, governmental body or regulatory authority (federal, state
or local) is or was necessary to the validity of the pledge granted hereby.

     SECTION 4. Appointment of Agents; Registration in Nominee Name. The Pledgee
shall have the right to appoint one or more agents for the purpose of  retaining
physical   possession  of  the  certificates  or  instruments   representing  or
evidencing the Collateral, which certificates or instruments may be held (in the
discretion  of the Pledgee) in the name of the Pledgor,  endorsed or assigned in
blank or in favor of the  Pledgee,  or in the name of the  Pledgee  or any agent
appointed by the Pledgee to retain physical  possession of such  certificates or
instruments,  or in the name of any nominee of the Pledgee or any such agent. In
addition, the Pledgee shall at all times have the right to exchange certificates
or instruments  representing  or evidencing the Collateral for  certificates  or
instruments of smaller or larger  denominations.  The Pledgor hereby agrees that
any registrar or transfer  agent for any  securities  included in the Collateral
shall be  entitled to rely on the  provisions  of this  Section 4 as  conclusive
evidence of the authority of the Pledgee to effect  re-registration  of any such
securities  in the name of the  Pledgee  or that of its  agents  or its or their
nominees or to exchange  certificates or instruments  representing or evidencing
such   Collateral  for   certificates   or  instruments  of  smaller  or  larger
denominations,  notwithstanding  any notice or  direction  to such  registrar or
transfer agent from the Pledgor to the contrary.

     SECTION 5. Voting Rights; Dividends; Etc.

     (a) Until  there shall occur an Event of Default (as set forth in Section 6
hereof),  the  Pledgor  shall be  entitled  to  exercise  any and all  voting or
consensual  rights and powers  relating or pertaining  to the  Collateral or any
part thereof for the term of this Agreement, and upon the occurrence of an Event
of Default,  the Pledgee  shall be entitled to exercise  such rights and powers;
and

     (b) The  Pledgor  shall not be  entitled  to receive and retain any and all
cash dividends and interest payable on the Collateral,  and any and all stock or
liquidating dividends,  distributions and property,  returns of capital or other
distributions made on or in respect of the Collateral,  whether resulting from a
subdivision, combination or reclassification of the outstanding capital stock of
the Pledgee or received in exchange for or on  conversion  of the  Collateral or
any part  thereof or as a result of any merger,  consolidation,  acquisition  or
other  exchange of assets to which the Pledgee may be a party or otherwise,  and
any and all cash and other  property  received in payment of the principal or in
redemption of or in exchange for or on conversion of any  Collateral  (either at
maturity, upon call for redemption, upon forced conversion or otherwise),  shall
be and become part of the Collateral  pledged  hereunder and, if received by the
Pledgor,  shall  forthwith be delivered to the Pledgee or its  designated  agent
(accompanied  by  proper  instruments  of  assignment  or stock  or bond  powers
executed by the Pledgor in  accordance  with the Pledgee's  instructions)  to be
held subject to the terms of this Agreement.

     SECTION 6. Events of Default. The occurrence and continuation of any of the
following events shall constitute an Event of Default under this Agreement:

          (a) Any Event of  Default  as  defined  in the Loan  Agreement  or the
     Notes; and

          (b) Any  default in the due  observance  or  performance  of any term,
     covenant,  warranty,  agreement or condition  contained in this  Agreement,
     which default  continues  for five (5) calendar days after the Pledgee,  at
     the direction of the Required Holders,  gives notice of such failure to the
     Pledgor.

     SECTION  7.  Remedies  Upon  Default.  Upon the  occurrence  and during the
continuation of an Event of Default hereunder, the Pledgee may, at the direction
of the  Required  Holders,  in  addition  to the  exercise by the Pledgee of its
rights and remedies  under any other Section of this Agreement or under the Loan
Agreement or the Notes, or otherwise available to it at law or in equity:

          (a) apply the cash (if any) then held by it as collateral hereunder to
     the  payment of any  Obligations,  whether or not then due and in any order
     selected by the Pledgee; and

          (b) if there  shall be no such  cash or the cash so  applied  shall be
     insufficient to pay all such  Obligations in full,  exercise all the rights
     and remedies of a secured party under the Uniform Commercial Code in effect
     in the State of Texas at that time and sell (in compliance  with applicable
     securities laws) the Collateral,  or any part thereof, at public or private
     sale, at any broker's board, upon any securities exchange, at the Pledgee's
     offices or elsewhere,  for cash, upon credit or for future delivery, as the
     Pledgee  may  deem  appropriate  in  the   circumstances  and  commercially
     reasonable,  irrespective  of the  impact of any such  sales on the  market
     price of the  Collateral.  In that  connection,  the Pledgee shall have the
     right  to  impose  such  limitations  and  restrictions  on the sale of the
     Collateral as the Pledgee may deem to be necessary or appropriate to comply
     with  any  law,  rule  or  regulation  (federal,  state  or  local)  having
     applicability to the sale, including,  without limitation,  restrictions on
     the number and  qualifications  of the  offerees and  requirements  for any
     necessary  governmental  approvals,  and the Pledgee shall be authorized at
     any  such  sale  (if it  deems  it  advisable  to do so)  to  restrict  the
     prospective  offerees or purchasers to persons who will represent and agree
     that they are  purchasing  securities  included in the Collateral for their
     own  account  and not with a view to the  distribution  or sale  thereof in
     violation of applicable  securities  laws.  Upon  consummation  of any such
     sale,  the Pledgee shall have the right to assign,  transfer and deliver to
     the  purchaser or  purchasers  thereof the  Collateral  so sold.  Each such
     purchaser at any such sale shall hold the property  sold  absolutely,  free
     from any claim or right on the part of the Pledgor,  and the Pledgor hereby
     waives (to the extent  permitted by law) all rights of redemption,  stay or
     appraisal  that it now has or may at any time in the future  have under any
     rule of law or statute now existing or hereafter enacted. The Pledgee shall
     give the Pledgor at least ten (10) calendar  days' prior written  notice of
     the  Pledgee's  intention  to  make  any  public  or  private  sale of such
     Collateral.  Such notice shall state the time and place fixed for sale, and
     the Collateral,  or portion thereof,  to be offered for sale. Any such sale
     shall be held at such time or times within  ordinary  business hours and at
     such place or places as the Pledgee may fix in the notice of such sale.  At
     any such sale, the Collateral,  or portion thereof,  to be sold may be sold
     in one lot as an entirety or in  separate  parcels,  as the Pledgee may (in
     its sole and absolute discretion) determine; and the Pledgee may itself bid
     (which  bid  may be in  whole  or in part in the  form of  cancellation  of
     Obligations)  for and purchase the whole or any part of the  Collateral and
     shall be entitled, for purposes of bidding and making settlement or payment
     of the purchase price for all or any portion of the Collateral sold at such
     sale,  to use and apply any of the  Obligations  owed to the  Pledgee  as a
     credit on account of the purchase of any Collateral  payable by the Pledgee
     at such  sale.  The  Pledgee  shall  not be  obligated  to make any sale of
     Collateral if it shall determine not to do so,  regardless of the fact that
     notice of sale of Collateral may have been given.  The Pledgee may, without
     notice or publication, adjourn any public or private sale or cause the same
     to be  adjourned  from time to time by  announcement  at the time and place
     fixed for sale, and such sale may,  without further notice,  be made at the
     time and place to which the same was so adjourned. In the event the sale of
     all or any part of the Collateral is made on credit or for future delivery,
     the  Collateral so sold may be retained by the Pledgee until the sale price
     is paid by the purchaser or purchasers  thereof,  but the Pledgee shall not
     incur any  liability in the event any such  purchaser or  purchasers  shall
     fail to take up and pay for the Collateral so sold and, in the event of any
     such failure,  such  Collateral  may be sold again upon like notice.  As an
     alternative to exercising  the power of sale herein  conferred upon it, the
     Pledgee  may  proceed  by a suit or suits at law or in equity to  foreclose
     this Agreement and sell the Collateral, or any portion thereof, pursuant to
     a judgment or decree of a court or courts of competent jurisdiction.

     SECTION 8.  Application of Proceeds of Sale;  Deficiency;  Acknowledgement.
(a) The proceeds of any sale of the Collateral sold pursuant to Section 7 hereof
shall be applied by the Pledgee as follows:

     First: to the payment of the costs and expenses of such sale, including the
out-of-pocket  expenses of the Pledgee and the reasonable fees and out-of-pocket
expenses of counsel  employed in  connection  therewith,  and the payment of all
costs and expenses incurred by the Pledgee in connection with the administration
and  enforcement of this  Agreement,  to the extent that such costs and expenses
shall not have been previously reimbursed or paid to the Pledgee;

     Second:  to the  payment or  prepayment  in full of all other  Obligations,
whether or not then due and in any order  selected by the Pledgee as directed by
the Required Holders; and

     Third:  the balance (if any) of such proceeds  shall be paid to the Pledgor
or as a court of competent jurisdiction may direct.

     (b)  The  Pledgor  recognizes  that,  by  reason  of  certain  prohibitions
contained in the Securities Act of 1933, as amended (the "Securities  Act"), and
applicable state securities laws, the Pledgee may be compelled,  with respect to
any sale of all or any part of the Collateral,  to limit purchasers to those who
will agree, among other things, to acquire the Collateral for their own account,
for investment and not with a view to the  distribution or resale  thereof.  The
Pledgor  acknowledges  that any such private sales may be at prices and on terms
less  favorable  to the  Pledgee  than those  obtainable  through a public  sale
without such restrictions (including, without limitation, a public offering made
pursuant  to  a  registration   statement   under  the  Securities   Act),  and,
notwithstanding  such circumstances,  agrees that any such private sale shall be
deemed  to have  been  made in a  commercially  reasonable  manner  and that the
Pledgee  shall have no obligation  to delay the sale of any  Collateral  for the
period of time  necessary to permit the issuer thereof to register it for a form
of  public  sale  requiring  registration  under  the  Securities  Act or  under
applicable state securities laws, even if such issuer would agree to do so.

     SECTION 9. Pledgee Appointed Attorney-In-Fact.  The Pledgor hereby appoints
the Pledgee the Pledgor's attorney-in-fact, with full power of substitution, for
the purpose of carrying  out the  provisions  of this  Agreement  and taking any
action and  executing  any agreement or instrument on behalf of the Pledgor that
the Pledgee may deem necessary or advisable to accomplish  the purposes  hereof,
which  appointment  is coupled  with an  interest  and is  irrevocable.  Without
limiting the  generality of the foregoing,  the Pledgor  agrees and  understands
that the Pledgee shall have the right and power to receive,  endorse and collect
all checks and other orders for the payment of money made payable to the Pledgor
representing any dividend,  principal or interest payment or other  distribution
payable or distributable in respect of the Collateral or any part thereof and to
give full discharge for the same.

     SECTION 10. Responsibility of the Pledgee; Care of Collateral.  Neither the
Pledgee, nor any director,  officer,  employee or agent of the Pledgee, shall be
liable for any action  taken or  omitted to be taken by it or them  relative  to
this Agreement or any of the Collateral except for its or their gross negligence
or willful  misconduct,  and the  Pledgee  shall not be liable for any action or
omission  to act on the  part  of any  agent  appointed  by the  Pledgee  to act
hereunder or with respect to the Collateral  (or any part thereof),  selected by
the Pledgee with reasonable  care.  Notwithstanding  the provisions of Section 5
hereof,  the  Pledgee  shall  have no duty to  exercise  any voting or any other
consensual  rights and powers becoming vested in the Pledgee with respect to the
Collateral  or any part  thereof,  to exercise  any right to redeem,  convert or
exchange any  securities  included in the  Collateral,  to enforce or see to the
payment of any dividend, principal or interest or any other distribution payable
or  distributable  on or with respect to the  Collateral  or any part thereof or
otherwise to preserve any rights in respect of the Collateral  against any third
parties,  and the Pledgee shall not be liable or  accountable  to the Pledgor in
respect of any of the  foregoing.  The Pledgee shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral if the Pledgee
shall take such  action for such  purpose as the Pledgor may request in writing,
but the failure of the Pledgee to take any action requested by the Pledgor shall
not,  in and of  itself,  be deemed to  constitute  a failure on the part of the
Pledgee to exercise  reasonable care in respect of the custody and  preservation
of the Collateral or any part thereof.

     SECTION 11.  Expenses.  The  Pledgor  agrees to pay the  Pledgee,  upon its
demand, all of the Pledgee's  out-of-pocket  expenses  (including its reasonable
attorneys' fees) incurred in connection with the  administration  or enforcement
of this Agreement, the care and custody of the Collateral (or any part thereof),
the  registration,  re-registration  or transfer of the  Collateral (or any part
thereof) and the sale or collection  of the  Collateral  (or any part  thereof).
Should the Pledgor  fail to do any act or thing that the Pledgor has  covenanted
to do  hereunder,  or should any  representation  or warranty on the part of the
Pledgor  contained  herein  be  breached,  the  Pledgee  may (but  shall  not be
obligated to) do the same or cause it to be done, or remedy any such breach, and
there shall be added to the  liabilities of the Pledgor  hereunder,  the cost or
expense to the  Pledgee in so doing,  and any and all  amounts  expended  by the
Pledgee in taking any such action  shall be  repayable to it by the Pledgor upon
the Pledgee's demand.

     SECTION 12. No Waiver;  Cumulative Remedies.  No failure on the part of the
Pledgee to  exercise,  and no delay in  exercising,  any right,  power or remedy
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any such right, power or remedy by the Pledgee preclude any other or
further  exercise  thereof or the exercise of any other right,  power or remedy.
All remedies of the Pledgee  hereunder are  cumulative  and are not exclusive of
any other remedies available to the Pledgee at law or in equity.

     SECTION 13.  Termination  and Release of Collateral.  This Agreement  shall
terminate  when  all  Obligations  secured  hereby  have  been  fully  paid  and
performed,  at which time the Pledgee shall  reassign and redeliver (or cause to
be reassigned or  redelivered)  to the Pledgor,  or to such person or persons as
the Pledgor shall designate, against receipt, such of the Collateral (if any) as
shall not have been sold or  otherwise  applied by the  Pledgee  pursuant to the
terms  hereof  and as  shall  still  be  held  by it  hereunder,  together  with
appropriate instruments of assignment and release.

     SECTION  14.  Notices.  All notices  and other  communications  required or
permitted  under this  Agreement  shall be in writing  and, if mailed by prepaid
registered or certified mail, return receipt requested,  shall be deemed to have
been  received  on the  earlier  of the date  shown on the  receipt  or five (5)
calendar  days  after  the  post-mark  date  thereof.  Notices  may be  given by
recognized  overnight courier services and shall be deemed to have been received
as of the  regularly  scheduled  time for delivery  established  by such courier
service. In addition,  notices hereunder may be delivered by hand, in which case
the  notice  shall  be  deemed   effective  when  delivered,   or  by  facsimile
transmission,  in which case it shall be deemed  effective upon  confirmation of
transmission. All notices and other communications under this Agreement shall be
given to the parties hereto at the following addresses:

If to the Pledgor:

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

With a copy to:

                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  Post Office Box 551
                  Wilmington, Delaware  19899
                  Attn:  Mark D. Collins, Esq.
                  Fax:  (302) 651-7701

If to the Pledgee:

                  EWP Financial LLC
                  Three Lincoln Centre
                  5430 LBJ Freeway, Suite 1740
                  Dallas, Texas  75240
                  Attn:  Bobby D. O'Brien
                  Fax:  (972) 448-1445

With a copy to:

                  Rogers & Hardin LLP
                  2700 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, Georgia  30303
                  Attn:  Edward J. Hardin, Esq.
                  Fax:  (404) 525-2224

Any party hereto may change the address to which notices shall be directed under
this Section 14 by giving written notice of such change to the other parties.

     SECTION 15. Further Assurances.  The Pledgor agrees to do such further acts
and  things,  and to  execute  and  deliver  such  agreements  and  instruments,
including  without  limitation stock and bond powers,  as the Pledgee may at any
time  request in  connection  with the  administration  or  enforcement  of this
Agreement or related to the Collateral or any part thereof or in order better to
assure and confirm unto the Pledgee its rights, powers and remedies hereunder.

     SECTION 16. Binding Agreement;  Assignment.  This Agreement, and the terms,
covenants and conditions hereof,  shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns,  except that
the Pledgor  shall not be permitted to assign this  Agreement or any interest in
the Collateral,  or any part thereof, or otherwise pledge, encumber or grant any
option  with  respect to the  Collateral,  or any part  thereof,  or any cash or
property held by the Pledgee as  collateral  under this  Agreement,  without the
prior written consent of the Pledgee.

     SECTION 17. Miscellaneous. Neither this Agreement nor any provisions hereof
may be amended,  modified,  waived, discharged or terminated, nor may any of the
Collateral  be released or the pledge or the security  interest  created  hereby
extended, except by an instrument in writing signed on behalf of the party to be
charged.  The Section headings used herein are for convenience of reference only
and shall not define or limit the provisions of this  Agreement.  This Agreement
may be executed in counterparts, each of which shall be deemed to be an original
and both of which  together  shall  constitute  the  Agreement.  This  Agreement
replaces and  supercedes  in its entirety  that certain  Stock Pledge  Agreement
dated as of  November  1,  2001 by and  between  Pledgee  and  Pledgor  that was
delivered  pursuant  to the  Original  Loan  Agreement  (as  defined in the Loan
Agreement).

     SECTION  18.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed  in  accordance  with the laws of the  State of Texas  without  giving
effect to any choice or conflict of law  provision or rule (whether of the State
of Texas or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Texas.


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                            Signature page follows.]

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

                                     THE PLEDGOR:

                                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.


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                                     THE PLEDGEE:

                                     EWP FINANCIAL LLC, as Agent


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