AMENDMENT NO. 1 TO
                          AGREEMENT AND PLAN OF MERGER

     This  Amendment No. 1 to Agreement and Plan of Merger,  dated  November 12,
2002 (this  "Amendment"),  by and among  Valhi,  Inc.,  a  Delaware  corporation
("Valhi"),  Valhi  Acquisition  Corp.,  a  Delaware  corporation  and  a  direct
wholly-owned  subsidiary of Valhi ("Sub"), and Tremont  Corporation,  a Delaware
corporation ("Tremont"),  and will amend the Agreement and Plan of Merger, dated
as of November 4, 2002, among Valhi, Sub and Tremont (the "Merger Agreement").

     WHEREAS,  the  parties to the Merger  Agreement  desire to amend the Merger
Agreement to clarify their mutual intent relating thereto.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  the parties hereto
hereby agree as follows:

     1. The second  recital of the Merger  Agreement  is restated to read in its
entirety as follows:

          "WHEREAS,  it is intended that,  for Federal income tax purposes,  the
     Merger  followed by the LLC Merger (as defined  below)  shall be a tax-free
     reorganization  as  described  in the  Internal  Revenue  Code of 1986,  as
     amended  (the  "Code"),  with respect to the holders of common  stock,  par
     value $1.00 per share  ("Tremont  Common  Stock"),  of Tremont,  other than
     Valhi and Tremont Group, Inc., a Delaware corporation ("TGI")."

     2.  Section  2.1(a) of the  Merger  Agreement  is  restated  to read in its
entirety as follows:

          "(a) Cancellation of Treasury Stock and Valhi-Owned  Stock. Each share
     of Tremont  Common  Stock (i) that is owned by Valhi,  (ii) that is held by
     Tremont as  treasury  stock and (iii)  that is owned by TGI shall,  in each
     case,  automatically  be canceled and retired and shall cease to exist, and
     no consideration shall be delivered in exchange therefor."

     3. Section 3.15 of the Merger Agreement is restated to read in its entirety
as follows:

          "Section  3.15  Certain  Tax  Matters.  Neither  Valhi nor, to Valhi's
     knowledge,  any other  person,  has taken or agreed to take any action that
     could  reasonably  be expected  to prevent  the Merger  followed by the LLC
     Merger from  constituting  a  "reorganization"  under Section 368(a) of the
     Code with  respect to the holders of Tremont  Common Stock other than Valhi
     and TGI.  Valhi is not aware of any agreement,  plan or other  circumstance
     that could reasonably be expected to prevent such qualification."

     4. Section 5.14 of the Merger Agreement is restated to read in its entirety
as follows:

          "Section  5.14 Tax-Free  Transaction.  From and after the date of this
     Agreement, each party hereto shall use its reasonable commercial efforts to
     cause the Merger followed by the LLC Merger to qualify, and shall not take,
     or cause to be taken,  any  actions  that could  reasonably  be expected to
     prevent  the  Merger  followed  by the  LLC  Merger  from  qualifying  as a
     "reorganization"  under  Section  368(a)  of the Code with  respect  to the
     holders of Tremont Common Stock other than Valhi and TGI."

     5. The following Section 5.15 is added to the Merger Agreement:

          "Section 5.15 Other Transactions.  Valhi shall cause the TGI Merger to
     be  consummated  prior to the Effective Time and shall cause the LLC Merger
     to be consummated as soon as practicable after the Effective Time."

     6.  Section  6.2(g) of the  Merger  Agreement  is  restated  to read in its
entirety as follows:

          "(g) Tax Opinion.  Valhi and Sub shall have  received an executed copy
     of a tax opinion of Locke Liddell & Sapp LLP, Valhi's legal counsel, to the
     effect  that the  Merger  followed  by the LLC  Merger  will  constitute  a
     reorganization  within  the  meaning  of  Section  368(a)  of the Code with
     respect to the holders of Tremont Common Stock other than Valhi and TGI and
     a  complete  liquidation  of  Tremont  under  Section  332 of the Code with
     respect to Valhi."

     7.  Section  6.3(g) of the  Merger  Agreement  is  restated  to read in its
entirety as follows:

          "(g) Tax Opinion.  Tremont  shall have  received an executed copy of a
     tax opinion of Piper Rudnick LLP, legal counsel to the Special Committee of
     the Board of Directors of Tremont,  to the effect that the Merger  followed
     by the LLC Merger will  constitute a  reorganization  within the meaning of
     Section  368(a) of the Code with respect to  shareholders  of Tremont other
     than Valhi or TGI."

     8. The following Section 6.3(j) is added to the Merger Agreement:

          (j)  Closing  of the TGI  Merger.  The TGI Merger  shall  have  become
     effective.


     9. Capitalized  terms used herein and not otherwise  defined shall have the
meanings ascribed to such terms in the Merger Agreement.



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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
signed by their  respective duly authorized  officers as of the date first above
written.

                                    VALHI, INC.


                              By:   /s/ Bobby D. O'Brien
                                    ----------------------------------------
                                    Bobby D. O'Brien
                                    Vice President, Chief Financial Officer and
                                     Treasurer

                                    VALHI ACQUISITION CORP.


                           By:      /s/ Bobby D. O'Brien
                                    ----------------------------------------
                                    Bobby D. O'Brien
                                    Vice President, Chief Financial Officer and
                                     Treasurer

                                    TREMONT CORPORATION


                           By:      /s/ Robert E. Musgraves
                                    -----------------------------------------
                                    Robert E. Musgraves
                                    Vice President, General Counsel and
                                     Secretary