EXECUTION COPY                                                     CONFIDENTIAL





                      AGREEMENT REGARDING SHARED INSURANCE
                      ------------------------------------

This Agreement Regarding Shared Insurance  (hereinafter the "Agreement") is made
as of the 30th day of October 2003, by and between

                       CompX International Inc. ("CompX")
                        Contran Corporation ("Contran");
              Keystone Consolidated Industries, Inc. ("Keystone");
                          Kronos Worldwide, Inc. ("KI")
                           NL Industries, Inc. ("NL");
                   Titanium Metals Corp. ("Titanium Metals");
                                       and
                             Valhi, Inc. ("Valhi");



(For  convenience,  each of the above entities  and/or its  subsidiaries  may be
referred  to as a  "Party,"  and  collectively  they may be  referred  to as the
"Parties").

                                WITNESSETH THAT:

WHEREAS,  the Parties are affiliated  companies that have been,  are, and in the
future may be insured under a number of shared  insurance  policies that provide
shared limits of available insurance; and

WHEREAS,  although as of the date of this  Agreement the Parties  separately and
collectively  never  have  exhausted  the  total  limits of  insurance  coverage
available under any shared insurance agreement,  the Parties wish to ensure that
claims asserted under any of the shared insurance policies by any one Party will
not  unreasonably  deprive other  Parties of insurance  that may be available to
them.



<PAGE>


                                   AGREEMENTS:

NOW,  THEREFORE,  in  full  consideration  of the  foregoing  and of the  mutual
agreements  herein  contained,  and intending to be legally  bound,  the Parties
agree as follows:

1. Definitions

The following  definitions  will apply to the listed terms  wherever those terms
appear  throughout  the  Agreement  as well as in any  exhibits  or  attachments
thereto. Moreover, each defined term stated in a singular form shall include the
plural form,  each defined term stated in plural form shall include the singular
form, and each defined term stated in the masculine form or in the feminine form
shall include the other.

         A.    "Shared  Insurance  Policy"  shall  mean  any  one or more of the
               insurance  policies listed on Exhibit "A" hereto,  as well as any
               past, present or future insurance policies that provide insurance
               coverage  to all of the Parties to this  Agreement  and where the
               policy  provides for an aggregate limit for all claims during the
               policy period.

         B.    "Covered Claim" shall mean any claim for insurance  coverage that
               any Party  may  assert at any time  under  any  Shared  Insurance
               Policy  that is  covered  in whole or in part under the terms and
               conditions of the Shared  Insurance  Policy in question,  or that
               would be covered  but for the fact that all  available  limits of
               insurance  coverage under the Shared Insurance Policy in question
               already  have been  exhausted  by another  claim or claims of any
               Party.

         C.    "Reimbursed Covered Claim" shall mean any Covered Claim for which
               any Party  actually  has  received a total or  partial  insurance
               coverage under any Shared Insurance Policy.

         D.    "Remaining Covered Claim" shall mean any Covered Claim or portion
               of a Covered Claim of any Party for which the available limits of
               insurance  coverage under the Shared Insurance Policy in question
               already  have been  exhausted by a  Reimbursed  Covered  Claim or
               Reimbursed Covered Claims of any Party or Parties.

2. Agreement

Whenever the available  limits of insurance  under any Shared  Insurance  Policy
have been exhausted by a Reimbursed  Covered Claim or Reimbursed  Covered Claims
submitted by one or more of the Parties, this Agreement will provide a mechanism
by which the  Parties  will share  financial  responsibility  for all  Remaining
Covered Claims.

Financial responsibility for each Remaining Covered Claim shall be divided among
those  Parties  with Covered  Claims for that policy.  Each Party other than the
holder of a particular Remaining Covered Claim shall indemnify and reimburse the
holder of that  Remaining  Covered  Claim  for a  percentage  of that  Remaining
Covered  Claim equal to the  percentage  of Covered  Claims of the  Indemnifying
Party bears to the sum of all Parties' Covered Claims for the particular policy.

Any  indemnification  obligation required by this Agreement shall be paid within
60 days after a Party requests in writing  indemnification from another Party or
Parties  with  respect  to a  Remaining  Covered  Claim  and  provides  a  brief
description of the Remaining  Covered Claim,  as well as  identification  of the
Shared  Insurance  Policy  that would,  but for  exhaustion  of limits,  provide
coverage for the  Remaining  Covered  Claim.  If the insurer  issuing the Shared
Insurance  Policy in  question  has taken the  position  that the claim would be
covered and payable but for prior  exhaustion  of available  limits of coverage,
the claim  conclusively  will be  considered  by the  Parties to be a  Remaining
Covered Claim.  If the insurer issuing the Shared  Insurance  Policy in question
has not or will not  expressly  state that a claim  would be covered and payable
but for  exhaustion,  the Parties will attempt in good faith to agree whether or
not the claim is a Remaining  Covered Claim. If the Parties cannot agree whether
a claim is a Remaining  Covered Claim,  the question will be settled pursuant to
the "Dispute Resolution" provisions of this Agreement.

3. Confidentiality

The  Parties  agree that all  matters  relating  to the terms,  negotiation  and
implementation of this Agreement,  including documents and information exchanged
during  negotiations or relating to indemnification  obligations and claims made
hereunder,  shall be confidential and are not to be disclosed except as required
by law or regulation or by order of court or by  agreement,  in writing,  of the
Parties,  except  that,  provided  recipients  agree  to keep  such  information
confidential, the Agreement may be disclosed to any officer, director, or parent
corporation  of any Party and any  outside  counsel,  consultants,  auditors  or
accountants of any Party.

In the event a private  litigant,  by way of  document  request,  interrogatory,
subpoena,  or questioning at deposition or trial,  attempts to compel disclosure
of anything protected by this Section,  the Party from whom disclosure is sought
shall  decline to provide  the  requested  information  on the ground  that this
Agreement prevents such disclosure.  In the event such private litigant seeks an
Order from any court or governmental  body to compel such disclosure,  or in the
event that a court,  government  official,  or governmental body (other than the
Inland  Revenue or Internal  Revenue  Service or other  similar  U.S. or foreign
governmental  taxation  authorities) requests or requires disclosure of anything
protected  by this  Agreement,  the Party from whom  disclosure  is sought shall
promptly give written notice by facsimile or  hand-delivery  to the other Party,
and shall  promptly  provide copies of all notice  papers,  orders,  requests or
other  documents in order to allow each Party to take such  protective  steps as
may be appropriate in order to preserve the confidentiality of such information.
Notice  shall be made under this  Paragraph  to the persons  identified  in this
Agreement.

4. No Modification

No change or  modification of this Agreement shall be valid unless it is made in
writing and signed by each of the Parties.

5. Execution

There will be two signed  originals of this  Agreement.  This  Agreement  may be
executed  and  delivered  in  counterparts,  each of which when so executed  and
delivered  shall be deemed an original and shall  together  constitute an entire
Agreement.  This  Agreement may be executed and delivered by facsimile,  each of
which when so executed and delivered shall be deemed an original.


6. Governing Law

This  Agreement  shall be governed by and shall be construed in accordance  with
the laws of the State of Texas  without  giving  effect to any  choice of law or
conflict of law provision or rule.

7. Dispute Resolution

         A.    The  Parties  agree to use their best  efforts to resolve  claims
               relating  to this  Agreement  prior  to  instituting  arbitration
               proceedings  as set forth  below.  In the event such  efforts are
               unsuccessful,  the Parties  agree that any  controversy  or claim
               arising  out of or  relating  to  this  Agreement  or any  breach
               thereof,  including without  limitation,  any disputes concerning
               the  calculation of any settlement  payment under this Agreement,
               shall be  submitted  to final and  binding  arbitration  before a
               single  arbitrator,  who shall be a former  judge or an  attorney
               licensed  to  practice  law in  Texas  with at least  ten  years'
               experience,  and whom the Parties  shall  choose.  If the Parties
               cannot agree on the arbitrator,  the arbitrator shall be selected
               in  accordance  with  the  Commercial  Arbitration  Rules  of the
               American  Arbitration  Association that are in effect at the time
               the dispute is submitted to arbitration.

         B.    To the extent the  Parties  are unable to agree,  the  commercial
               rules and procedures of the American Arbitration Association that
               were in effect on the date of execution of this  Agreement  shall
               apply to the arbitration. Texas law shall govern any arbitration.

         C.    Any arbitration conducted in accordance with this Agreement shall
               be conducted  in Texas or such other  location as the Parties may
               agree.  The Parties shall abide by the  arbitrator's  award,  and
               judgment  on that award may be  entered  by a court of  competent
               jurisdiction in Texas , in accordance with Texas law.

8. Notices

Unless  another  person is  designated,  in  writing,  for  receipt  of  notices
hereunder,  notices to the  respective  Parties  shall be sent to the  following
person by facsimile transmission or overnight courier:

          CompX International Inc.:                  Darryl R. Halbert
                                                     Three Lincoln Centre
                                                     5430 LBJ Freeway
                                                     Suite 1700
                                                     Dallas, Texas  75240
                                                     (972) 233-1700 phone
                                                     (972) 448-1419 fax

          Contran Corporation:                       J. Mark Hollingsworth
                                                     Three Lincoln Centre
                                                     5430 LBJ Freeway
                                                     Suite 1700
                                                     Dallas, Texas  75240
                                                     (972) 233-1700 phone
                                                     (972) 448-1445 fax

          Keystone Consolidated Industries, Inc.     Bert D. Downing, Jr.
                                                     Three Lincoln Centre
                                                     5430 LBJ Freeway
                                                     Suite 1700
                                                     Dallas, Texas  75240
                                                     (972) 233-1700 phone
                                                     (972) 448-1408 fax

          Kronos Worldwide, Inc.                     Robert D. Graham
                                                     Three Lincoln Centre
                                                     5430 LBJ Freeway
                                                     Suite 1700
                                                     Dallas, Texas  75240
                                                     (972) 233-1700 phone
                                                     (972) 448-1445 fax

          NL Industries, Inc.                        Robert D. Graham
                                                     Three Lincoln Centre
                                                     5430 LBJ Freeway
                                                     Suite 1700
                                                     Dallas, Texas  75240
                                                     (972) 233-1700 phone
                                                     (972) 448-1445 fax

          Titanium Metals Corporation:               Joan Prusse
                                                     1999 Broadway
                                                     Suite 4300
                                                     Denver, Colorado  80202
                                                     303-296-5600 phone
                                                     303-291-1990 fax

          Valhi, Inc.:                               J. Mark Hollingsworth
                                                     Three Lincoln Centre
                                                     5430 LBJ Freeway
                                                     Suite 1700
                                                     Dallas, Texas  75240
                                                     (972) 233-1700 phone
                                                     (972) 448-1445 fax


9. Integration

This Agreement constitutes the entire Agreement between the Parties with respect
to the subject matter hereof,  and  supersedes all  discussions,  agreements and
understandings, both written and oral, among the Parties with respect thereto.

10. Severability

This Agreement shall be binding upon and inure to the benefit of the Parties
hereto. In case any one or more of the provisions contained in this Agreement
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired hereby.

11. Term

This  Agreement  may be  terminated  by each of the Parties  upon one (1) year's
written notice to the other Parties.

12. Assignment

This  Agreement  shall not be  assignable by any Party without the prior written
consent  of the other  except  that any  successor  to the Party may  assume the
rights  and  obligations  of the Party  under  this  Agreement.  Nothing in this
Agreement,  expressed or implied,  is intended to confer upon any person,  other
than the Parties hereto and their successors and assigns, any rights or remedies
under or by reason of this Agreement.



IN WITNESS  WHEREOF,  the Parties  have  executed  this  Agreement by their duly
authorized representatives.


                              CompX International Inc.


                              By: /s/ Darryl Halbert

                              Its:    Chief Financial Officer

                              Date:   October 31, 2003




                              Contran Corporation


                              By:     /s/ J. Mark Hollingsworth

                              Its:    Vice President, General Counsel

                              Date:   November 10, 2003




                              Keystone Consolidated Industries, Inc.


                              By:     /s/ Bert Downing, Jr.

                              Its:    Vice President, CFO

                              Date:   October 28, 2003





<PAGE>



                              Kronos Worldwide, Inc.


                              By:     /s/ Robert D. Graham

                              Its:    Vice President, General Counsel

                              Date:   November 7, 2003




                              NL Industries, Inc.

                              By:     /s/ Robert D. Graham

                              Its:    Vice President, General Counsel

                              Date:   November 7, 2003





                              Titanium Metals Corporation.


                               By:    /s/ Joan H. Prusse

                               Its:   Vice President, General Counsel

                               Date:  November 7, 2003




                               Valhi, Inc.


                               By:     /s/ J. Mark Hollingsworth

                               Its:    Vice President, General Counsel

                               Date:   November 10, 2003


<PAGE>


                                    EXHIBIT A



                            Shared Insurance Policies



1. Directors and Officers Liability (Primary and Excess)

2. Fiduciary liability

3. General Liability (U.S)

4. General Liability (Canada)

5. Excess Liability

6. Property

7. Deductible Buydown