EXECUTION VERSION

                            KRONOS INTERNATIONAL, INC

                                   as Pledgor



                                       and



                         U.S. BANK NATIONAL ASSOCIATION

                               as Collateral Agent

                          relating to 136,439 shares in

                       Societe Industrielle du Titane S.A.








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                                PLEDGE AGREEMENT

                         (ACTE DE NANTISSEMENT DE COMPTE

                            D'INSTRUMENTS FINANCIERS)
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                                TABLE OF CONTENTS

CLAUSE                                                                     PAGE

1.     Definition and Interpretation.........................................1

2.     Agreement to Pledge...................................................4

3.     Creation of the Pledge................................................4

4.     Voting rights and cash distributions..................................5

5.     Repayment or redemption of Pledged Instruments........................6

6.     Term of the Pledge....................................................6

7.     Pledgor's Representations and Undertakings............................6

8.     Further Assurance....................................................10

9.     Remedies upon Default................................................10

10.    Effectiveness of Collateral..........................................11

11.    Expenses, Stamp Duty and Indemnity...................................12

12.    Application of Proceeds..............................................13

13.    Currency Conversion..................................................13

14.    Assignment...........................................................13

15.    Notices..............................................................13

16.    Governing Law........................................................14

17.    Jurisdiction.........................................................14



<PAGE>


                                PLEDGE AGREEMENT

            (ACTE DE NANTISSEMENT DE COMPTE D'INSTRUMENTS FINANCIERS)

BETWEEN:

(1)  KRONOS  INTERNATIONAL,  INC.,  a  company  incorporated  under  the laws of
     Delaware,   U.S.A.,  whose  registered  office  is  at  1013  Centre  Road,
     Wilmington, Delaware 19805, USA (the "Pledgor"),

AND

(2)  U.S. BANK NATIONAL ASSOCIATION,  a national  association,  whose registered
     office is at 555  Southwest  Oak Street,  PD-OR-P6TD,  Portland,  OR 97204,
     Oregon,  United  States  of  America,   acting  as  collateral  agent  (the
     "Collateral Agent") under the Indenture on the terms and conditions set out
     in the  Collateral  Agency  Agreement (as defined  below) (the  "Collateral
     Agent"  which  expression  shall  include  any  person  for the time  being
     appointed as Collateral Agent or as an additional  Collateral Agent for the
     purpose of, and in accordance with the Indenture),



WHEREAS:

(A)  Pursuant to the resolutions of its  shareholders  dated on or about 5 April
     2006,  the Pledgor has issued  6.5%  senior  secured  notes due 2013 in one
     issuance  dated 11 April 2006 (the "Notes") for an aggregate  amount of EUR
     400,000,000  the terms and  conditions  of which  are  provided  for in the
     indenture  dated 11 April 2006  entered  into  between  the Trustee and the
     Pledgor, together with all amendments, supplements and restatements thereof
     (the "Indenture").

(B)  As security for the due performance of the Secured Obligations, the Pledgor
     has agreed to create a pledge over the Pledged Account.



IT HAS BEEN AGREED AS FOLLOWS:

1.   DEFINITION AND INTERPRETATION

1.1  In this Agreement:

     "Cash Account" means the special bank account  (compte  special) which will
     be opened  within 30 (thirty)  days from the date hereof in the name of the
     Pledgor  with the Cash  Account  Holder in France  and which,  pursuant  to
     article  L.431-4  of the Code  monetaire  et  financier,  forms part of the
     Pledged Account.

     "Cash  Account  Holder"  means the credit  institution  with which the Cash
     Account will be opened in the name of the Pledgor, pursuant to clause 7.2.7
     of this agreement.

     "Cash  Distributions"  means all amounts  payable in respect of the Pledged
     Instruments   (fruits  et  produits),   such  as  dividends  paid  in  cash
     (dividendes en numeraire),  distributions  of reserves,  interest and other
     income paid in cash.

     "Certificate  of Pledge" means a certificate  in the form set out in Error!
     Reference source not found. (Error! Reference source not found.).

     "Collateral Agency Agreement" means the collateral agency agreement entered
     into on 11 April  2006  between  The Bank of New  York in its  capacity  as
     Trustee, the Collateral Agent and the Pledgor.

     "Company"   means  Societe   Industrielle   du  Titane,   societe   anonyme
     incorporated  under the laws of France,  whose registered  office is at 45,
     rue de Courcelles,  75008 Paris, France and registered with the Registre du
     commerce et des societes of Paris under number B 572 086 825.

     "Event of Default" means any default as defined in the Indenture.

     "Financial  Instruments  Account" means the financial  instruments  account
     (compte  d'instruments  financiers)  opened and maintained by the Financial
     Instruments Account Holder in its books in the name of the Pledgor.

     "Financial Instruments Account Holder" means the Company in its capacity as
     holder (teneur de compte) of the Financial Instruments Account.

     "Pledge" means the pledge created over the Pledged Account pursuant to this
     Agreement.

     "Pledged Account" means the Financial Instruments Account together with the
     Cash Account.

     "Pledged  Assets"  means the  Pledged  Instruments  together  with any Cash
     Distributions.

     "Pledged  Instruments"  means all  financial  instruments  standing  to the
     credit of the  Pledged  Account  from time to time  during the term of this
     Agreement.

     "Secured  Obligations"  means all  obligations  at any time  due,  owing or
     incurred by the Pledgor to the  Collateral  Agent  pursuant to section 4.19
     (Payments  to  the  Collateral  Agent)  of the  Indenture  (as  amended  or
     novated),  whether  principal,  premium or interest and whether  present or
     future,  actual or contingent  (and whether  incurred solely or jointly and
     whether as principal or surety or in some other capacity).

     "Security"  means any security (or splitting of a security)  representative
     of a  portion  of the  share  capital  of the  Company  or  giving  rights,
     immediately  or  in  the  future,   by  means  of   conversion,   exchange,
     reimbursement,  presentation of a warrant or in any manner  whatsoever,  to
     the  attribution  of a  security  representative  of a portion of the share
     capital of the Company.

     "Statement of Pledge" means a statement of pledge over the Pledged  Account
     in the form set out in Error! Reference source not found. (Error! Reference
     source not found.).

1.2  Terms defined in the Indenture

     Unless defined in this Agreement or the context otherwise requires,  a term
     defined in the Indenture has the same meaning in this Agreement,  as if all
     references in such defined terms to the Indenture  were a reference to this
     Agreement.

1.3  Construction

1.3.1 Unless a contrary indication appears any reference in this Agreement to:

     (a)  a "Collateral  Agent" or an "Obligor" shall include its successors and
          such  successors  shall be treated as initial parties to the Indenture
          or this  Agreement,  as the case may be, as if they had been  party to
          such  agreement  at the time of its  execution.  Any  reference to the
          "Trustee" is a reference to any person for the time being appointed as
          Trustee in accordance with the Indenture;

     (b)  "authorisation" means an authorisation,  consent,  approval,  licence,
          exemption, filing, notarisation or registration;

     (c)  "assets" includes present and future  properties,  revenues and rights
          of every description;

     (d)  an "Indenture" or any other  agreement or instrument is a reference to
          that  Indenture or other  agreement or instrument as amended,  varied,
          novated or supplemented;

     (e)  "financial instruments" means any instruments financiers as defined in
          article L.211-1 of the Code monetaire et financier;

     (f)  "indebtedness"  includes any obligation (whether incurred as principal
          or as surety) for the payment or repayment of money,  whether  present
          or future, actual or contingent;

     (g)  a  "person"   includes  any  person,   firm,   company,   corporation,
          government, state or agency of a state or any grouping (whether or not
          having separate legal personality) or two or more of the foregoing;

     (h)  a "regulation"  includes any  regulation,  rule,  official  directive,
          request or  guideline  (whether or not having the force of law) of any
          governmental,   intergovernmental   or  supranational   body,  agency,
          department  or  regulatory,  self-regulatory  or  other  authority  or
          organisation;

     (i)  a "successor" of a person  includes its permitted  assignees,  persons
          subrogated  to its rights and any  person  who,  under the laws of its
          jurisdiction of incorporation or domicile,  succeeds to its rights and
          obligations  under this  Agreement,  the  Indenture or the  Collateral
          Agency  Agreement by operation  of law (in  particular  by virtue of a
          fusion or apport partiel d'actif); and

     (j)  a provision  of law is a  reference  to that  provision  as amended or
          re-enacted.

1.3.2 Section, Clause and Schedule headings are for ease of reference only.

1.3.3 An Event of Default is "continuing" if it has not been remedied or waived.

2.   AGREEMENT TO PLEDGE

2.1  In order to secure the  payment of the  Secured  Obligations,  the  Pledgor
     hereby agrees to grant in favour of the Collateral Agent a pledge (gage) of
     the Pledged Account.

2.2  In accordance with article L.431-4 of the Code monetaire et financier,  the
     Pledge extends to:

2.2.1 any  financial  instruments  credited to the Pledged  Account from time to
     time after the  execution of the  Statement  of Pledge (and such  financial
     instruments  will be deemed to be part of the Pledge and will be treated as
     Pledged Instruments from the date of execution of the Statement of Pledge);

2.2.2 all financial  instruments  to which the Pledge extends by reason of their
     having  been  substituted  for,  or  added  to,  the  Pledged   Instruments
     (including  by  reason  of the  transformation,  merger  or  other  similar
     operation affecting the Company); and

2.2.3 the Cash Distributions.

2.3  The Pledgor shall cause the Financial  Instruments Account Holder to credit
     to the Pledged Account:

2.3.1 136,439  shares  of a par value of  approximately  EUR 0.38 held as of the
     date of this Agreement by the Pledgor,  and any further share issued by the
     Company of which it becomes the owner so that at all times  during the term
     of this  Agreement,  at least 65% of the share  capital  of the  Company is
     always subject to this Pledge;  the total  participation  of the Pledgor in
     the issued share capital of the Company, including the pledged shares (i.e.
     208,432  shares  as of the date of this  Agreement)  shall  be  hereinafter
     referred to as the "Pledgor's Interest");

2.3.2 and more  generally  all  Securities,  other  than  shares,  issued by the
     Company, of which it becomes the owner.

3.   CREATION OF THE PLEDGE

3.1  On the date of this  Agreement  the Pledgor  shall execute the Statement of
     Pledge and deliver to the Collateral Agent an original copy of the same.

     The Pledgor shall also deliver to the Financial  Instruments Account Holder
     an original  copy of the  Statement of Pledge and a copy of this  Agreement
     and shall cause the Financial Instruments Account Holder to:

3.1.1 open and identify the Pledged Account;

3.1.2 credit to the Pledged Account the Pledged Instruments existing at the date
     hereof, being 136,439 shares of the issued share capital of the Company;

3.1.3 promptly  deliver to the Collateral Agent a Certificate of Pledge of those
     initially Pledged Instruments.

3.2  Promptly upon becoming owner of any shares or other Securities  referred to
     in Clause 2.3, the Pledgor  shall cause the Financial  Instruments  Account
     Holder to:

3.2.1 credit such shares or other Securities to the Pledged Account;

3.2.2 promptly  deliver to the Collateral Agent a Certificate of Pledge of those
     subsequently Pledged Instruments.

4.   VOTING RIGHTS AND CASH DISTRIBUTIONS

4.1  Use of voting rights

     In any  appropriate  shareholders'  meeting the Pledgor  shall vote for any
     resolution  in a way which will  favour  the  distributions  of  dividends,
     income or proceeds attached to the Pledged  Instruments.  It shall not vote
     for any resolution of the  shareholders' or bondholders'  meetings in a way
     which  would  be  likely  adversely  to  affect  any of the  rights  of the
     Collateral  Agent under this Agreement or the value of the Pledge including
     any resolution amending the constitutive documents (statuts) of the Company
     in a way which limits the free transferability of the Pledged Instruments.

4.2  Cash Distributions

     The Pledgor  shall  procure  that,  until the term of the Pledge,  all Cash
     Distributions   denominated  in  any  currency  arising  from  the  Pledged
     Instruments from time to time are immediately  credited to the Cash Account
     and undertakes to  immediately  credit to the Cash Account any such amounts
     which it may receive.

4.2.1 Availability of Cash Distributions prior to an Event of Default

     For so long as no Event of Default has occurred, the Pledgor shall be free,
     subject to the terms of the  Indenture  to use any amounts  standing to the
     credit of the Cash  Account,  provided  however  that the Cash  Account may
     never present a debit balance.

4.2.2 Unavailability of Cash Distributions after an Event of Default

     Upon the occurrence of an Event of Default which is continuing, the amounts
     standing to the credit of the Cash Account will become  unavailable  to the
     Pledgor.  To that effect,  the  Collateral  Agent will be entitled (and the
     Pledgor  hereby  expressly  gives mandate to the  Collateral  Agent to that
     effect) to notify the same to the Cash Account Holder by notice,  a form of
     which is set out in Error!  Reference  source not found.,  requesting it to
     freeze the Cash Account,  until a notification  to the contrary is received
     from the  Collateral  Agent,  or until the  Collateral  Agent  requests the
     transfer to its  benefit of the amounts  standing to the credit of the Cash
     Account in accordance with Clause 9 (Remedies upon Default).

5.   REPAYMENT OR REDEMPTION OF PLEDGED INSTRUMENTS

     Any amounts  resulting  from the  repayment  or  redemption  of any Pledged
     Instruments  under the Indenture,  and more generally,  any amounts paid to
     the Pledgor which represent,  by way of  substitution,  all or a portion of
     Pledged  Instruments,  shall  immediately  be credited to the Cash Account.
     Notwithstanding  the provisions  contained at Clause 4.2.1 (Availability of
     Cash  Distributions  prior to an Event of  Default),  such  amounts will be
     unavailable to the Pledgor.

6.   TERM OF THE PLEDGE

     The Pledge  will remain in full force and effect (i) until such date as the
     Secured  Obligations  are fully  discharged  or (ii)  until such date Legal
     Defeasance or Covenant  Defeasance (as defined in the Indenture) of all the
     Notes secured by the Pledge pursuant to Article VIII (Legal  Defeasance and
     Covenant  Defeasance) of the Indenture has occurred and (iii) if the Pledge
     is  otherwise  permitted  to be  released  pursuant  to  the  terms  of the
     Indenture.  At the  request  of the  Pledgor  made  after  that  date,  the
     Collateral  Agent will at the cost of the  Pledgor,  promptly  execute  any
     documents necessary to release the Pledge.

7.   PLEDGOR'S REPRESENTATIONS AND UNDERTAKINGS

7.1  Representations

7.1.1 The  Pledgor  hereby  represents  and  warrants  upon  execution  of  this
     Agreement that:

     (a)  The  current  share  capital of the  Company  amounts  to EUR  80,000,
          divided  into  209,906  shares  and  no  other   securities   (valeurs
          mobilieres) have been issued:  in addition the  shareholders  have not
          voted the issuance of any securities (valeurs mobilieres); and

     (b)  The  shareholding  of the Company is as described in Error!  Reference
          source not found..

7.1.2 As long as this  Agreement  and the  Pledge  shall  remain in  force,  the
     Pledgor  makes  the  following   representations   and  warranties  to  the
     Collateral  Agent and  acknowledges  that the Collateral Agent has become a
     party  to  this  Agreement  in  reliance  on  these   representations   and
     warranties:

     (a)  Status

          (i)  It is a corporation, duly incorporated and validly existing under
               the laws of its jurisdiction of incorporation.

          (ii) It has the power to own its assets and carry on its  business  as
               it is being conducted.

     (b)  Binding obligations

          The  obligations  expressed to be assumed by it in this  Agreement are
          legal, valid, binding and enforceable obligations;  once the Statement
          of  Pledge  has  been  signed  by the  Pledgor,  a valid  nantissement
          (pledge)  will be created in favour of the  Collateral  Agent over the
          Pledged   Account  and  the  Pledged  Assets  to  secure  the  Secured
          Obligations.

     (c)  Non-conflict with other obligations

          The  entry  into  and  performance  by it  of,  and  the  transactions
          contemplated by, this Agreement do not and shall not:

          (i)  conflict with:

               (1)  any law or regulation applicable to it;

               (2)  its constitutional documents; or

               (3)  any agreement or  instrument  binding upon it or the Pledged
                    Assets; or

          (ii) result in the existence of, or oblige it to create,  any security
               over the Pledged Assets.

     (d)  Power and authority

          It has the power to enter into,  perform,  and has taken all necessary
          action to authorise its entry into and performance of this Agreement.

     (e)  Ownership of Pledged Assets

          It is the  sole  owner  of all the  Pledged  Assets  and of the  other
          Pledgor's  Interest and in the Pledgor's  Interest and has not created
          any other  nantissement  (pledge)  and has not sold or disposed of, or
          granted  any  options or  pre-emption  rights in respect of any of its
          rights,  in the  Pledged  Assets  (other than as  permitted  under the
          Indenture).

     (f)  Shares fully paid up

          (i)  As at the  date of this  Agreement,  the  136,439  shares  of the
               Company  initially  pledged and listed in the Statement of Pledge
               are fully paid up and  represent  65% of the issued share capital
               of the Company,  and the other Pledgor's  Interest are fully paid
               up and  represent  34.30%  of the  issued  share  capital  of the
               Company.

          (ii) The shares of the Company  owned by the Pledgor and pledged under
               the  Pledge  shall be fully paid up and will  represent  not less
               than 65% of the issued share capital of the Company at any time.

     (g)  If at any time the shares pledged under the Pledge represent less than
          65% of the issued  share  capital of the  Company,  the  Company  will
          credit further shares in the Financial  Instruments  Account to ensure
          that the Pledged  Instruments  always  represent not less than 65 % of
          the issued share capital of the Company.

     (h)  Authorisations

          All authorisations required or desirable:

          (i)  to enable it  lawfully  to enter  into,  exercise  its rights and
               comply with its obligations under this Agreement; and

          (ii) to make this Agreement admissible in evidence in its jurisdiction
               of incorporation,

          have been obtained or effected and are in full force and effect.

     (i)  Approval

          The Company has given its consent to the Pledge and has agreed to have
          the Collateral Agent as potential shareholder,  pursuant to a decision
          of its board of  directors  (conseil  d'administration)  dated 5 April
          2006.

     (j)  Choice of law

          (i)  The choice of French law as the governing  law of this  Agreement
               will  be  recognised   and  enforced  in  its   jurisdiction   of
               incorporation.

          (ii) Any  judgement  obtained in France in relation to this  Agreement
               will  be  recognised   and  enforced  in  its   jurisdiction   of
               incorporation.

     (k)  Deduction of Tax

          It is not required under the laws of its jurisdiction of incorporation
          to make any deduction for or on account of Tax from any payment it may
          make under this Agreement.

     (l)  Winding-up

          No meeting has been convened for the winding-up or  administration  of
          the  Pledgor,  no such step is  intended  by any member of the Pledgor
          and, so far as it is aware,  no petition,  application  or the like is
          outstanding for the winding-up or  administration of the Pledgor (save
          for the  purposes of any  solvent  re-organisation  or  reconstruction
          which has previously been approved by the Trustee).

     (m)  Centre of main interests and establishments

          It has  its'  "centre  of main  interests"  (as  that  term is used in
          Article  3(1) of The  Council of the  European  Union  Regulation  No.
          1346/2000 on Insolvency Proceedings (the "Regulation") in France.

7.2  Undertakings

7.2.1 Authorisations

     The  Pledgor shall promptly:

     (a)  obtain,  comply with and do all that is  necessary to maintain in full
          force and effect; and

     (b)  supply certified copies to the Collateral Agent of,

     any authorisation  required under any law or regulation of its jurisdiction
     of  incorporation  to enable  it to  perform  its  obligations  under  this
     Agreement  and  to  ensure  the  legality,   validity,   enforceability  or
     admissibility  in evidence in its  jurisdiction  of  incorporation  of this
     Agreement.

7.2.2 Compliance with laws

     The Pledgor  shall comply in all respects  with all laws to which it may be
     subject,  if failure so to comply  would  impair its ability to perform its
     obligations under this Agreement.

7.2.3 Disposals and Negative pledge

     The  Pledgor  shall  not  enter  into a single  transaction  or a series of
     transactions   (whether   related  or  not)  and  whether   voluntarily  or
     involuntarily,  to sell, lease,  transfer or otherwise dispose of the whole
     or any part of the Pledged  Assets and will not create or permit to subsist
     any  nantissement  (pledge) on any part of the Pledged  Assets or otherwise
     deal with any part of the Pledged  Assets,  save as may be permitted  under
     this Agreement or the Indenture.

7.2.4 Share Capital Percentage

     The Pledgor shall  maintain the  percentage of share capital in the Company
     which  the  Pledged  Instruments  represent  at the date of this  Agreement
     (65%).  For this  purpose,  it shall  subscribe  for,  or do its  utmost to
     benefit from, any issue of Securities by the Company. It shall procure that
     the  Company  does not issue new  shares  unless  65% of the  entire  share
     capital in the Company is pledged in favour to the Collateral Agent.

7.2.5 Shares fully paid up

     The  Pledgor  shall pay all amounts due and payable by it in respect of any
     new shares issued by the Company which it subscribes, as and when requested
     to do so by the appropriate  shareholders'  meeting  resolution or board of
     directors decision.

7.2.6 Claims

     The Pledgor shall take all necessary  steps to defend its rights in respect
     of the Pledged Assets against any claim or demand of any person in order to
     protect the rights of the  Collateral  Agent over the Pledged  Assets,  and
     shall  promptly  keep the  Collateral  Agent  informed of any such claim or
     demand.

7.2.7 Cash Account

     The Pledgor shall, prior to any payment of any sums, dividends, interest or
     other  distributions  by the Company,  (i) open the Cash Account  within 30
     days from the date  hereof  and (ii)  inform  the  Collateral  Agent of the
     details of the Cash Account.

7.2.8 Pledged Account

     The  Pledgor  undertakes  as long as this  Agreement  and the Pledge  shall
     remain in force that it will not place or permit any Pledged Instruments to
     be placed in an account other than the Pledged Account.

     The Pledgor shall not close or transfer the Financial  Instruments  Account
     unless a new Financial  Instruments Account Holder has been approved by the
     Collateral Agent and has agreed in writing to be bound by the terms of this
     Agreement; the Pledgor shall not close or transfer the Cash Account;

7.2.9 Information

     The Pledgor shall procure that the Financial  Instruments Account Holder or
     the Cash Account Holder provide to the Collateral Agent,  upon demand,  any
     such  information,  reports and records as the Collateral Agent may require
     in  respect of the  Financial  Instruments  Account or the Cash  Account as
     relevant,  and the Pledgor  shall sign all  documents  and take all actions
     necessary in relation thereto.

     The  Pledgor  shall  inform  the   Collateral   Agent  in  writing  of  any
     modification regarding the share capital of the Company or the shareholding
     of the  latter  upon  becoming  aware of such  modification;  it shall also
     inform the Collateral Agent in writing as soon as it becomes aware that any
     issuance of securities  (valeurs  mobilieres)  is considered in the Company
     and as soon as such issuance has been implemented.

8.   FURTHER ASSURANCE

8.1  Covenant for Further Assurance

     The Pledgor  will  promptly at its own cost do all such acts or execute all
     such documents as the Collateral Agent may specify (and in such form as the
     Collateral Agent may require) to:

     8.1.1 perfect the Security  created or intended to be created in respect of
          the  Pledged  Assets or for the  exercise  of the  rights,  powers and
          remedies  of the  Collateral  Agent  provided  by or  pursuant to this
          Agreement or by law,

     8.1.2 facilitate the realisation of the Pledged Assets,

     without such operation  constituting in any manner a novation of the rights
     or security granted under this Agreement.

9.   REMEDIES UPON DEFAULT

     At any time after an Event of Default has  occurred or after all or part of
     the Secured  Obligations  have become due and  payable  (creance  certaine,
     liquide et exigible),  the  Collateral  Agent shall be entitled to exercise
     all rights, and take all action in relation to the Pledged Assets as may be
     permitted by applicable law in France and, in particular, may:

     (i)  At its option:

          (a)  request  the  public  sale  (vente   publique)   of  the  Pledged
               Instruments pursuant to article L.521-3 of the Code de commerce,

          (b)  request the  attribution  by a court of the  Pledged  Instruments
               pursuant to article 2347 of the Code civil, or

          (c)  obtain a transfer of title to the Pledged Instruments pursuant to
               article 2348 of the Code civil.

          (ii) upon three (3)  Business  Days'  prior  written  notice  (mise en
               demeure) to the Pledgor sent in accordance with the provisions of
               paragraph  V  of  article   L.431-4  of  the  Code  monetaire  et
               financier,  request  the  transfer  to its benefit of the amounts
               standing to the credit of the Cash  Account,  up to the amount of
               the Secured Obligations.

10.  EFFECTIVENESS OF COLLATERAL

10.1 No Waiver

     No failure to  exercise,  nor any delay in  exercising,  on the part of the
     Collateral  Agent,  any  right,  power or  remedy of the  Collateral  Agent
     provided by this  Agreement or by law shall operate as a waiver,  nor shall
     any single or partial  exercise of that right,  power or remedy prevent any
     further or other  exercise of that or any other  right,  power or remedy of
     the Collateral Agent provided by this Agreement or by law.

10.2 Illegality, Invalidity, Unenforceability

     If, at any time,  any  provision of this  Agreement is or becomes  illegal,
     invalid or unenforceable in any respect under the law of any  jurisdiction,
     neither  the  legality,   validity  or   enforceability  of  the  remaining
     provisions of this Agreement nor the legality,  validity or  enforceability
     of such provision under the law of any other  jurisdiction  will in any way
     be affected or impaired.

10.3 Additional security

     This Pledge is in  addition  to, and is not in any way  prejudiced  by, any
     other security now or hereafter held by the Collateral  Agent to secure all
     or part of the  Secured  Obligations.  The  Collateral  Agent  shall not be
     obliged,  before exercising any rights conferred on it by this Agreement or
     by law, to exercise or enforce any other  rights or security it may have or
     hold in respect of all or part of the Secured Obligations.

10.4 Amendment to Secured Obligations

     This Pledge secures the Secured Obligations as amended from time to time by
     any amendment  agreement to the Indenture,  including  where such amendment
     relates to the amount of the  facility  granted  pursuant  to the  Facility
     Agreement,  or the  Margin.  The  Pledgor  shall at its own  cost  sign all
     documents and take all actions necessary to that effect.

11.  EXPENSES, STAMP DUTY AND INDEMNITY

11.1 Expenses

     The Pledgor shall promptly pay the Collateral Agent on demand the amount of
     all costs and  expenses  (including  legal fees and value  added  taxes and
     other taxes  incurred in respect of these  costs and  expenses)  reasonably
     incurred  by the  Collateral  Agent in  connection  with  the  negotiation,
     preparation  and  execution of this  Agreement  and the  completion  of the
     transactions and perfection of the security contemplated by this Agreement.

11.2 The Pledgor  shall,  within  three (3)  Business  Days of demand pay to the
     Collateral Agent on its behalf and on the Collateral Agent' behalf, for all
     the costs and  expenses  (including  legal fees and value  added  taxes and
     other taxes  incurred in respect of these  costs and  expenses)  reasonably
     incurred by them in connection with:

     11.2.1 an amendment of or a waiver of its rights under this Agreement;

     11.2.2 the preparation and execution of any Statement of Pledge; and

     11.2.3 the preservation and/or enforcement of any of its rights,  powers or
          remedies  under  this  Agreement  or the  Pledge  or  any  proceedings
          instituted  by or against  any of them as a  consequence  of taking or
          holding  the  security  created  by the Pledge or the total or partial
          release of the Pledge.

11.3 Stamp Taxes

     The Pledgor shall pay all stamp, registration and other taxes to which this
     Agreement,  the Pledge or any judgment given in connection with it is or at
     any time may be  subject  and  shall,  from  time to  time,  indemnify  the
     Collateral  Agent on demand  against  any  liabilities,  costs,  claims and
     expenses resulting from any failure to pay or delay in paying any such tax.

11.4 Indemnity

     The Pledgor shall,  notwithstanding  any release or discharge of all or any
     part of the  security,  indemnify  the  Collateral  Agent and its attorneys
     against any action  which any of them may sustain as a  consequence  of any
     breach by the Pledgor of the provisions of this Agreement,  the exercise or
     purported  exercise  of any of the rights and powers  conferred  on them by
     this Agreement or otherwise relating to the Pledged Assets.

12.  APPLICATION OF PROCEEDS

     All moneys  received or recovered by the Collateral  Agent pursuant to this
     Agreement or the powers conferred by it shall (subject to the claims of any
     person having prior rights thereto) be applied by it in accordance with the
     Indenture.

13.  CURRENCY CONVERSION

     For  the  purpose  of or  pending  the  discharge  of any  of  the  Secured
     Obligations the Collateral Agent may convert any money received,  recovered
     or realised or subject to  application  by it under this Agreement from one
     currency to another,  as it thinks fit,  and any such  conversion  shall be
     effected at the relevant  Collateral  Agent's spot rate of exchange for the
     time being for obtaining such other currency with the first currency.

14.  ASSIGNMENT

14.1 Permitted Successors

     This Agreement shall be binding upon and shall inure to the benefit of each
     party and its direct or subsequent successors.

14.2 Disclosure

     The  Collateral  Agent  shall be  entitled  to  disclose  such  information
     concerning  the  Pledgor  or any other  person  and this  Agreement  as the
     Collateral  Agent consider  appropriate to any actual or proposed direct or
     indirect  successor or to any person to whom information may be required to
     be disclosed by applicable law.

14.3 Novation

     In case of a novation (novation) of the Secured Obligations,  the Indenture
     or  the  Collateral  Agency  Agreement,   the  Collateral  Agent  expressly
     maintains,  in accordance with article 1278 of the Code civil,  the benefit
     of this Pledge,  which will  therefore  remain in full force and effect for
     the benefit of the Collateral Agent or any successor.

15.  NOTICES

15.1 Communications in Writing

     Each  communication  to be made under or in connection  with this Agreement
     shall be made in writing and, unless otherwise stated, shall be made by fax
     or letter.

15.2 Addresses

     The address  and fax number (and the  department  or officer,  if any,  for
     whose  attention  the  communication  is to be made) of each  Party for any
     communication  or document to be made or delivered  under or in  connection
     with the Agreement is:

     15.2.1 in the case of the Pledgor, that identified with its name below;

     15.2.2 in the case of the Collateral  Agent,  that identified with its name
            below,

     or any  substitute  address,  fax number,  or  department or officer as the
     Party may notify to the Trustee  pursuant to clause 13.2  (Notices)  of the
     Indenture or Section 8(a) (Notices) of the Collateral  Agency Agreement (or
     the  Trustee  may notify to the other  Parties,  if a change is made by the
     Trustee) by not less than five Business Days' notice.

15.3 Delivery

     15.3.1 Any  communication  or document  made or  delivered by one person to
          another  under or in  connection  with  this  Agreement  will  only be
          effective:

          (a)  if by way of fax, when received in legible form; or

          (b)  if by way of  letter,  when  it has  been  left  at the  relevant
               address or five Business  Days after being  deposited in the post
               postage prepaid in an envelope addressed to it at that address,

          and, if a particular department or officer is specified as part of its
          address  details  provided  under  Clause  15.2  (Addresses)  of  this
          Agreement or clause 13.2  (Notices)  of the  Indenture if addressed to
          that department or officer.

     15.3.2 Any  communication  or  document  to be  made  or  delivered  to the
          Collateral Agent will be effective only when actually  received by the
          Collateral  Agent  and then  only if it is  expressly  marked  for the
          attention of the department or officer  identified with the Collateral
          Agent's  signature  below (or any substitute  department or officer as
          the Collateral Agent shall specify for this purpose).

15.4 Language

          Any notice or other  document  not in the  English  language  provided
          under or in connection  with this  Agreement must be accompanied by an
          English translation if so required by the Collateral Agent and in this
          case, the French version will prevail.

16.  GOVERNING LAW

          This Agreement is governed by French law.

17.  JURISDICTION

17.1 The  Tribunal de Commerce de Paris has  jurisdiction  to settle any dispute
     arising out of or in connection  with this  Agreement  (including a dispute
     regarding the existence or the validity of the Pledge).

17.2 This  Clause 17 is for the  benefit  of the  Collateral  Agent  only.  As a
     result, the Collateral Agent shall not be prevented from taking proceedings
     against the Pledgor in any other  courts with  jurisdiction.  To the extent
     allowed by law, the Collateral Agent may take concurrent proceedings in any
     number of jurisdictions.

17.3 The  parties  agree that the French  courts  are the most  appropriate  and
     convenient courts to settle disputes and accordingly no party will argue to
     the contrary.

17.4 Election of domicile

     Without  prejudice to any other mode of service  allowed under any relevant
     law, the Pledgor irrevocably elects domicile at c/o Societe Industrielle du
     Titane,  45, rue de  Courcelles,  75008 Paris,  France,  for the purpose of
     serving any judicial or extra-judicial  documents in relation to any action
     or proceedings.


Signed on 11 April 2006,

In __________________________,

in two (2) original copies.



Kronos International, Inc.

The Pledgor

By:               /s/ Robert D. Graham

Capacity:         Vice President, General Counsel and Assistant Secretary

Attention:        Robert D. Graham

Fax:              + 1 (972) 4448 1445

Address: 5430 LBJ Freeway, Suite 1700

                  Dallas, TX 75240

                  United States of America





U.S. BANK NATIONAL ASSOCIATION

The Collateral Agent

By:               /s/ Cheryl Nelson

Capacity:         Vice President

Attention:        Cheryl Nelson (Vice President)

Fax:              + 1 (503) 275 5738

Address: 555 SW Oak St. PD-OR-P6TD

                  Portland, OR  97204

                  United States of America