Execution Copy Confidential




8

                          Execution Copy Confidential






PI-954828 v1
                      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.



                                   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





                                 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


                                    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