EXECUTION VERSION





                           KRONOS INTERNATIONAL, INC.

                                   as Pledgor



                         U.S. BANK, National Association

                                   as Pledgee



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                             SHARE PLEDGE AGREEMENT

                          (Geschaftsanteilsverpfandung)

                          relating to KRONOS TITAN GmbH
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                                    Contents

Clause                                                                    Page

1.       DEFINITIONS AND LANGUAGE.........................................3

2.       PLEDGED SHARES...................................................4

3.       PLEDGE...........................................................4

4.       SCOPE OF THE PLEDGES.............................................5

5.       SHARE SPLITS.....................................................6

6.       PURPOSE OF THE PLEDGES...........................................6

7.       EXERCISE OF MEMBERSHIP RIGHTS....................................6

8.       ENFORCEMENT OF THE PLEDGES.......................................6

9.       REPRESENTATIONS AND WARRANTIES...................................8

10.      UNDERTAKINGS OF THE PLEDGOR......................................9

11.      INDEMNITY........................................................11

12.      DURATION AND INDEPENDENCE........................................11

13.      RELEASE (PFANDFREIGABE)..........................................12

14.      COSTS AND EXPENSES...............................................12

15.      PARTIAL INVALIDITY; WAIVER.......................................12

16.      AMENDMENTS.......................................................13

17.      NOTICES AND THEIR LANGUAGE.......................................13

18.      APPLICABLE LAW, JURISDICTION.....................................14




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                                 R e c o r d e d

                           in Berlin on 11 April 2006



Before me, the undersigning  Notary in the district of the Higher Regional Court
(Oberlandesgericht) of Berlin

                                 Frank Hoffmann

with my official place of business in Berlin

appeared today:


1.   Ms Corinna Marquardt,  whose business address is Habelschwerdter  Allee 20,
     14195 Berlin and who is personally known to the notary.

2.   Ms Rita Lubke,  whose business address is  Habelschwerdter  Allee 20, 14195
     Berlin and who is personally known to the notary.

The person  appearing to 1. declared to make the following  declarations  not in
her own name but,  excluding  any  personal  liability,  for and on behalf of

     1.   KRONOS International,  Inc., a corporation organised under the laws of
          Delaware,  USA,  having its seat in Wilmington,  Delaware,  USA, which
          established a registered  branch in  Leverkusen,  Federal  Republic of
          Germany,

          presenting an original power of attorney dated 6 April 2006; and

     2.   KRONOS  Titan GmbH,  a limited  liability  company  (Gesellschaft  mit
          beschrankter Haftung) organised under the laws of the Federal Republic
          of Germany having its business  address at  Peschstra(beta)e  5, 51373
          Leverkusen, Germany,

          presenting  a fax copy of the power of  attorney  dated 10 April 2006,
          promising to furnish the original as soon as possible.

The person  appearing to 2. declared to make the following  declarations  not in
her own name but, excluding any personal liability, for and on behalf of

     U.S.  Bank,  National  Association,  having its  registered  address at 555
     Southwest  Oak Street,  Plaza Level 6,  Portland  Oregon,  United States of
     America

     presenting  a fax copy of the  power  of  attorney  dated  10  April  2006,
     promising to furnish the original as soon as possible.

Neither  the Notary nor the  proxies  assume any  liability  as to the  validity
and/or the scope of the powers of attorney presented.

The aforementioned  original powers of attorney will be attached to this deed in
copies which are herewith certified.

The Notary convinced  himself that the persons appearing are in adequate command
of the  English  language  and  declared  that he is in command  of the  English
language as well.

The persons appearing stated that the parties represented by them requested that
this instrument be recorded in the English language.

On being asked  whether  there had been any prior  involvement  by the Notary in
terms  of   Section   3  para  1  no.   7  of  the   German   Notarisation   Act
(Beurkundungsgesetz)  the  provisions of which had been explained by the Notary,
the persons appearing said that there had been no such prior involvement.

Requesting its notarisation, the persons appearing then declared the following:



<PAGE>



This SHARE PLEDGE AGREEMENT (the "Agreement") is made on 11 April 2006

BETWEEN:

(1)  KRONOS  International,  Inc.,  a  corporation  organised  under the laws of
     Delaware,  USA,  having  its  seat  in  Wilmington,  Delaware,  USA,  which
     established a registered branch in Leverkusen, Federal Republic of Germany,
     registered in the commercial register  (Handelsregister) of the local court
     (Amtsgericht) of Leverkusen under HRB 3001 (the "Pledgor"); and

(2)  U.S.  Bank,  National  Association,  having  its  business  address  at 555
     Southwest  Oak Street,  Plaza Level 6,  Portland  Oregon,  United States of
     America,  in its  capacity  as  collateral  agent under the  Indenture  (as
     defined below) (the "Pledgee")

WHEREAS:

(A)  The Pledgor offered EUR 400,000,000 6.5% senior secured notes (the "Initial
     Notes")  which are  governed by the  Indenture  to Deutsche  Bank AG London
     Branch, pursuant to the terms of a purchase agreement dated 5 April 2006.

(B)  The  Pledgor  has  agreed to grant a pledge  over 65% of the  shares of the
     Company (as defined  below) as security for the  Collateral  Agent's claims
     against the Pledgor under the Parallel  Obligations (as defined below). The
     Collateral Agent is entitled to this security  pursuant to the terms of the
     Indenture.

NOW, IT IS AGREED as follows:

1.   DEFINITIONS AND LANGUAGE 1.1 In this Agreement:

     "Company"   means   KRONOS  TITAN  GmbH,   a  limited   liability   company
     (Gesellschaft  mit  beschrankter  Haftung)  organised under the laws of the
     Federal Republic of Germany having its business address at Peschstra(beta)e
     5,  51373  Leverkusen,  Germany,  which  is  registered  in the  commercial
     register  (Handelsregister)  of the local court (Amtsgericht) of Koln under
     HRB 52058.

     "Existing  Share"  has the  meaning  given to such term in  sub-Clause  2.1
     hereof.

     "Future  Shares" means all additional  shares in the capital of the Company
     (irrespective  of their nominal value) which the Pledgor may acquire in the
     future in the event of a share transfer,  an increase of the capital of the
     Company or otherwise.

     "Holders" means any entity which holds any Notes issued by the Pledgor from
     time to time.

     "Indenture"  means an indenture dated 11 April 2006 between the Pledgor and
     the The  Bank of New  York,  a New York  banking  corporation,  having  its
     principal  place of  business at 101 Barclay  Street,  New York,  NY 10286,
     United States of America.

     "Notes" means the EUR  400,000,000  6.5% senior secured notes issued by the
     Pledgor under the Indenture.

     "Parallel Obligations" means the independent  obligations of the Pledgor to
     pay to the Pledgee  sums equal to the sums owed by it to the Holders  under
     the Indenture or the Notes.

     "Pledge" and "Pledges"  have the meanings given to such terms in sub-Clause
     3.1.

     "Secured  Obligations"  means any and all obligations  (present and future,
     actual and  contingent)  which are (or are expressed to be) or become owing
     by the Pledgor to the Pledgee under or in connection  with the Notes or the
     Indenture  (including,  but not limited to the Parallel  Obligations).  The
     Secured Obligations shall include any obligation based on unjust enrichment
     (ungerechtfertigte Bereicherung) or tort (Delikt).

     "Shares" means the Existing Share and the Future Shares.

1.2  This Agreement is made in the English language. For the avoidance of doubt,
     the English  language  version of this  Agreement  shall  prevail  over any
     translation of this  Agreement.  However,  where a German  translation of a
     word  or  phrase  appears  in  the  text  of  this  Agreement,  the  German
     translation of such word or phrase shall prevail.

1.3  Any  reference  in this  Agreement to a "Clause" or a  "sub-Clause"  shall,
     subject to any contrary indication, be construed as a reference to a Clause
     or a sub-Clause hereof.

2.   PLEDGED SHARES

2.1  The Company has a nominal share capital (Stammkapital) of EUR 10,000,000.00
     (in words: Euro ten million) which is divided into one share (the "Existing
     Share").

2.2  The Pledgor is the owner of the Existing Share.

3.   PLEDGE

3.1  The  Pledgor   hereby  grants  to  the  Pledgee   first   ranking   pledges
     (Pfandrechte) over portions of the Existing Share that represent 65% of the
     nominal value of each Existing Share and further first ranking pledges over
     portions of each Future Share that  represent  65% of the nominal  value of
     each Future Share together with all ancillary rights and claims  associated
     with the pledged Shares as more particularly  specified in Clause 4 (each a
     "Pledge" and together the  "Pledges").  The Pledgor  shall take all actions
     and make all  declarations  required or appropriate in connection  with the
     pledges. It shall in particular consent in writing to any share split which
     is  necessary  in  connection  with  such  pledge  in  accordance  with the
     requirements set forth in Section 17 German Limited Liabilities Act (GmbHG)
     and shall  procure  that the  Company  grants  any  necessary  consent in a
     situation of the enforcement of the pledged Shares,  especially in relation
     to the Share Split (as defined below).  Residual amounts,  if any, shall be
     rounded down to the nearest amount which can be divided by EUR 50.00.

3.2  The Pledgee hereby accepts the Pledge.

3.3  The validity and effect of each of the Pledges  shall be  independent  from
     the validity and the effect of the other Pledges created hereunder.

3.4  Each of the Pledges is in  addition,  and without  prejudice,  to any other
     security  the Pledgee may now or  hereafter  hold in respect of the Secured
     Obligations.

3.5  For the  avoidance  of  doubt,  the  parties  agree  that  nothing  in this
     Agreement  shall  exclude a transfer of all or part of the Pledges  created
     hereunder by operation of law upon the transfer or assignment (including by
     way of novation or  assumption  (Vertragsubernahme))  of all or part of the
     Secured Obligations by any Pledgee to a successor or assignee.

4.   SCOPE OF THE PLEDGES

4.1  The Pledges constituted by this Agreement include:

4.1.1 the present and future rights to receive:

     (a)  dividends attributable to the pledged Shares, if any; and

     (b)  liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid
          capital in case of a capital  decrease,  any  compensation  in case of
          termination  (Kundigung) and/or withdrawal (Austritt) of a shareholder
          of the  Company,  the surplus in case of  surrender  (Preisgabe),  any
          repayment claim for any additional capital contributions (Nachschusse)
          and all other pecuniary claims associated with the pledged Shares;

4.1.2 the right to subscribe for newly issued shares; and

4.1.3 all other rights and benefits attributable to the pledged Shares.

4.2  Notwithstanding that the dividends are pledged hereunder, the Pledgor shall
     be entitled to receive and retain all  dividend  payments in respect of the
     pledged  Shares until such time as the Pledgees are entitled to enforce the
     Pledges constituted hereunder.

5.   SHARE SPLITS

5.1  The Parties  acknowledge that, due to applicable  mandatory German law, the
     necessary  share splits dividing the Existing Share into two partial shares
     (Teilgeschaftsanteile)  as  indicated  in  Schedule  3 as well as all share
     splits   required  in   connection   with  the  pledge  of  Future   Shares
     (collectively,  the "Share Splits") will become legally effective only upon
     the realisation of the partial shares in accordance with the provisions set
     forth herein.

5.2  The  Company  has  consented  to the Share  Splits set forth in Schedule 3.
     Copies of the declarations of consent are attached to this deed as Schedule
     4.

6.   PURPOSE OF THE PLEDGES

     The Pledges  hereunder  are  constituted  in order to secure the prompt and
     complete satisfaction of any and all Secured Obligations. The Pledges shall
     also cover any future extension of the Secured  Obligations and the Pledgor
     herewith  expressly  agrees  that the  provisions  of  Section  1210 para 1
     sentence 2 of the German  Civil Code  (Burgerliches  Gesetzbuch)  shall not
     apply to this Agreement.

7.   EXERCISE OF MEMBERSHIP RIGHTS

     The membership rights,  including the voting rights, attached to the Shares
     remain with the Pledgor. The Pledgor, however, shall at all times until the
     full satisfaction of all Secured  Obligations or the release of the Pledges
     exercise its membership rights,  including its voting rights, in good faith
     to ensure  that the  validity  and  enforceability  of the  Pledges and the
     existence  or  value  of all or  part  of the  Shares  are  not in any  way
     adversely affected, other than through dividend payments pursuant to Clause
     4.2  above  or  as  otherwise  permitted  by  the  Indenture.  The  Pledgor
     undertakes that no resolutions are passed which  constitute a breach of its
     obligations under Clause 10.

8.   ENFORCEMENT OF THE PLEDGES

8.1  If the  requirements set forth in Sections 1273 para 2, 1204 et seq. of the
     German Civil Code with regard to the  enforcement of any of the Pledges are
     met  (Pfandreife),  in particular,  if any of the Secured  Obligations  has
     become due and payable and is unpaid,  then in order to enforce the Pledges
     (or any of them),  the Pledgee may at any time  thereafter  avail itself of
     all rights and remedies that a pledgee has against a pledgor under the laws
     of the Federal Republic of Germany.

8.2  Notwithstanding  Section  1277 of the German  Civil  Code,  the  Pledgee is
     entitled to exercise its rights without obtaining  enforceable  judgment or
     other instrument  (vollstreckbarer Titel). The Pledgee shall be entitled to
     have the  Pledges  enforced  in any  manner  allowed  under the laws of the
     Federal Republic of Germany, in particular have the Pledges sold (including
     at public auction).

8.3  The Pledgor  hereby  expressly  agrees that ten (10)  business  days' prior
     written  notice to the Pledgor of the place and time of any such sale shall
     be  sufficient  and the Pledgee shall not be obliged to deliver any further
     notices  (including,  but not limited to the notices set out under  Section
     1234 of the German Civil Code) to the Pledgor prior to such sale.  The sale
     may take place at any place in the Federal  Republic of Germany  designated
     by the Collateral Agent, acting for and on behalf of the Pledgee.

8.4  If the Pledgee should seek to enforce the Pledges under sub-Clause 7.1, the
     Pledgor  shall,  at  its  own  expense,   render  forthwith  all  necessary
     assistance in order to facilitate the prompt sale of the Shares or any part
     thereof  and/or the  exercise by the Pledgee of any other right it may have
     as Pledgee.

8.5  Following satisfaction of the requirements for enforcement under sub-Clause
     8.1, all  subsequent  dividend  payments and all payments  based on similar
     ancillary rights  attributed to the Shares may be applied by the Pledgee in
     satisfaction  in whole or in part of the Secured  Obligations or treated as
     additional collateral.

8.6  Even if the requirements  for enforcement  referred to under sub-Clause 8.1
     above are met, the Pledgee  shall not,  whether as proxy or  otherwise,  be
     entitled to exercise the voting rights attached to the Shares. However, the
     Pledgor  shall,  upon  occurrence  of an event which  allows the Pledgee to
     enforce the Pledges,  have the  obligations and the Pledgees shall have the
     rights set forth in sub-Clause 10.6 below  regardless of which  resolutions
     are intended to be adopted.

8.7  The  Pledgee  may,  in its sole  discretion,  determine  which  of  several
     security  interests,  if  applicable,  shall be used to satisfy the Secured
     Obligations.  The Pledgor  hereby  expressly  waives its right  pursuant to
     Section 1230  sentence 2 of the German Civil Code to limit the  realisation
     of the  Shares to such  number of pledged  companies  as are  necessary  to
     satisfy the Secured  Obligations  and agrees  further  that the Pledgee may
     decide to enforce  the Pledges  individually  in  separate  proceedings  or
     together with pledges over shares or  partnership  interests in one or more
     other companies at one single proceeding (Gesamtverwertung).

8.8  The Pledgor hereby expressly waives all defences of revocation (Einrede der
     Anfechtbarkeit)  and set-off  (Einrede  der  Aufrechenbarkeit)  pursuant to
     Sections 770, 1211 of the German Civil Code.

8.9  The Pledgor  hereby  expressly  waives its  defences  based on defences any
     obligor  might have against any of the Secured  Obligations  (Einreden  des
     Hauptschuldners)  pursuant to Section 1211 para 1 sentence 1  alternative 1
     of the German Civil Code.

8.10 If the Pledges are  enforced  or if the Pledgor has  discharged  any of the
     Secured Obligations (or any part of them), Section 1225 of the German Civil
     Code (legal subrogation of claims to a pledgor - Forderungsubergang auf den
     Verpfander)  shall not apply and no rights of the Pledgee shall pass to the
     Pledgor by subrogation or otherwise.  Further, the Pledgor shall not at any
     time before,  on or after an  enforcement of the Pledges and as a result of
     the  Pledgor   entering  into  this   Agreement,   be  entitled  to  demand
     indemnification  or  compensation  from the Company or any of the Company's
     affiliates or to assign any of these claims.

8.11 The Pledgor  irrevocably and by way of security appoints the Pledgee as its
     attorney (with full power of  substitution  and  delegation,  and including
     exemption from the restrictions of ss. 181 of the German Civil Code) in its
     name and on its behalf to do anything  which it has  authorised the Pledgee
     to do under this Agreement  and/or is required and legally able to do under
     this  Agreement  but has failed to do. In addition,  the Company  granted a
     power of attorney  attached as Schedule 5 to this agreement to the Pledgee,
     and thereby  irrevocably and by way of security appoints the Pledgee as its
     attorney (with full power of  substitution  and delegation) in its name and
     on its behalf to do all necessary  things in a situation of  enforcement of
     the pledged Shares, especially with regard to the Share Split.

9.   REPRESENTATIONS AND WARRANTIES

     The Pledgor represents and warrants to the Pledgee by way of an independent
     guarantee (selbststandiges Garantieversprechen) that:

9.1  at the date  hereof the Company  and the  Pledgor  itself are both  validly
     existing  and  neither  unable  to  pay  their  respective  debt  when  due
     (zahlungsunfahig),  over-indebted  (uberschuldet)  or deemed  unable to pay
     their respective debt as it falls due (drohend zahlungsunfahig) (all within
     the  meaning  of  Sections   17  to  19  of  the  German   Insolvency   Act
     (Insolvenzordnung))    nor   subject   to   any   insolvency    proceedings
     (Insolvenzverfahren)  or any refusal of opening insolvency  proceedings for
     lacking assets (Abweisung  mangels Masse) (within the meaning of Section 26
     of the German Insolvency Act);

9.2  the statements made in Clause 2 above are true and correct;

9.3  the  Existing  Share is fully paid in and there is no nor will there be any
     obligation  for a  shareholder  to  make  additional  contributions  (keine
     Nachschusspflicht);

9.4  the share capital has not been repaid in any way;

9.5  all facts  capable of being  entered  into the  commercial  register of the
     Company have been entered into the commercial register, and, in particular,
     no  shareholders'   resolutions   regarding  changes  in  the  articles  of
     association  of the Company have been passed which are not entered into the
     commercial register of the Company;

9.6  it is the sole legal and beneficial owner,  free from  encumbrances  (other
     than the Pledges created hereunder and, to the extent not yet released, the
     pledges created under a partnership interest pledge agreement dated 28 June
     2002 relating to the fixed capital  contribution of Kronos Titan GmbH & Co.
     O.H.G.  (meanwhile converted into the Company)),  of all Shares and has the
     corporate power and authority to enter into this Agreement;

9.7  this Agreement constitutes its legal, valid and binding obligations and the
     Pledges  constituted  hereunder  create valid pledges which are enforceable
     without enforceable judgment or other instrument (vollstreckbarer Titel);

9.8  all necessary authorisations to enable or entitle the Pledgor to enter into
     this Agreement have been obtained and are in full force and effect and will
     remain in full force and effect at all times during the  subsistence of the
     security  hereby  construed and pursuant to the articles of  association of
     the  Company,  the Pledges  over the Shares and over any and all  ancillary
     rights  and  claims  associated  with  the  Shares  (as  more  particularly
     specified  in  Clause  4) are  subject  to the  approval  of the  Company's
     shareholders or the Company,  a copy of such approval is attached hereto as
     Schedule 1;

9.9  there are no silent partnership agreements or similar arrangements by which
     a third party is entitled to a  participation  in the profits or revenue of
     the Company; and

9.10 the place from  which the  Company  is in fact  administered  and where all
     material managerial decisions are taken (tatsachlicher  Verwaltungssitz) is
     situated in the Federal Republic of Germany.

10.  UNDERTAKINGS OF THE PLEDGOR

     Except as otherwise  permitted by the terms of this  Agreement,  during the
     term of this Agreement, the Pledgor undertakes to the Pledgee:

10.1 unless  permitted by the  Indenture,  not to take, or  participate  in, any
     action which results or might result in the Pledgor's  loss of ownership of
     all or part of the Shares,  or any other  transaction  which would have the
     same result as a sale,  transfer  or other  disposal of the Shares or which
     would for any other reason be  inconsistent  with the security  interest of
     the Pledgee or the security  purpose (as  described in Clause 5) or defeat,
     impair or circumvent the rights of the Pledgee except with Pledgee's  prior
     written consent;

10.2 not to take, or participate  in, any merger,  consolidation,  conversion of
     form, or other  business  combination  or  restructuring  of similar effect
     ("Conversion")  as a result of which the Company  would be converted  into,
     assumed  by, or  continue  to exist as, a  corporation  (limited  liability
     company  (Gesellschaft  mit  beschrankter  Haftung)  or  stock  corporation
     (Aktiengesellschaft)),  unless it is ensured that as from the time when the
     Conversion  will become legally  effective,  the  Collateral  Agent will be
     granted,  at equal terms as under this Agreement,  a pledge over 65% of the
     entire capital stock (Stammkapital or Grundkapital) of such corporation;

10.3 not to  encumber,  permit to  subsist,  create or agree to create any other
     security  interest  or third  party  right in or over the  Shares  or other
     rights subject to the Pledges except as set out in this Agreement;

10.4 to  promptly  effect  any   contributions  in  cash  (Bareinlage)  or  kind
     (Sacheinlage) to be made in respect of the Shares;

10.5 to promptly notify the Pledgee in writing of any change in the shareholding
     in or capital of the Company or any encumbrance over the Shares (or part of
     them).  In the case of any  attachment  (Pfandung) in respect of any of the
     Shares,  the Pledgor shall promptly notify the Pledgee,  by notification in
     writing to the  Collateral  Agent,  such  notice to be  accompanied  by any
     documents the Pledgee  might need to defend  itself  against any claim of a
     third party.  In  particular,  the Pledgor  shall  promptly  forward to the
     Collateral Agent a copy of the attachment order  (Pfandungsbeschluss),  any
     transfer order  (Uberweisungsbeschluss)  and all other documents  necessary
     for a defence against the attachment;

10.6 to promptly  inform the Pledgee in writing of all  matters  concerning  the
     Company (other than those  occurring in the ordinary course of business) of
     which the Pledgor is aware and which it reasonably believes might adversely
     affect the security  interest of the Pledgee.  In  particular,  the Pledgor
     shall  notify the Pledgee,  by  notification  in writing to the  Collateral
     Agent,  forthwith of any shareholders'  meeting (other than those occurring
     in the ordinary course of business) at which a shareholders'  resolution is
     intended to be adopted  which could have an adverse  effect upon any of the
     Pledges.  The Pledgor shall allow,  following the  occurrence of any of the
     circumstances  which permit the Pledgee to enforce the Pledges  constituted
     hereunder in accordance  with Clause 7, the Pledgee or, as the case may be,
     its proxy or any other person designated by the Pledgee,  to participate in
     all such shareholders'  meetings of the Company as attendants without power
     to vote.  Subject  to the  provision  contained  in  sub-Clause  12.1,  the
     Pledgee's right to attend the shareholders' meeting shall lapse immediately
     upon complete satisfaction and discharge of the Secured Obligations;

10.7 in the event of any increase in the capital of the  Company,  not to allow,
     without  the prior  written  consent of the  Pledgee  any party  other than
     himself to subscribe for any Future  Shares,  and not to defeat,  impair or
     circumvent in any way the rights of the Pledgee created hereunder;

10.8 to refrain from any acts or omissions, the purpose or effect of which is or
     would be the  dilution of the value of the Shares or the Shares  ceasing to
     exist;

10.9 within one month after the date  hereof,  to notarise an  amendment  to the
     articles of  association  of the Company to the effect that any transfer of
     Shares shall no longer require the consent of the shareholders or any other
     party  and to  apply  for the  registration  of  such  amendment  with  the
     competent commercial register;

10.10 without undue delay to inform the Pledgee in writing once the amendment to
     the articles of association  of the Company  described in Clause 10.9 above
     has become effective;

10.11 after the articles of  association of the Company have been amended as set
     out in Clause 10.10 above, not to change the articles of association of the
     Company to the effect that any  transfer  of Shares  shall only be possible
     with the consent of the shareholders;

10.12 not to amend, or vote for any amendment of, the articles of association of
     the Company to the extent that such  amendment  would or would be likely to
     adversely  affect the security  interest of the Pledges  created  hereunder
     without the prior written consent of the Pledgee; and

10.13 insofar as  additional  declarations  or  actions  are  necessary  for the
     creation  of the Pledges  (or any of them) in favour of the  Pledgees,  the
     Pledgor shall at the Collateral  Agent's request make such declarations and
     undertake such actions at the Pledgor's costs and expenses.

11.  INDEMNITY

11.1 The  Pledgee  shall not be liable  for any loss or damage  suffered  by the
     Pledgor  save in  respect  of such loss or damage  which is  suffered  as a
     result of the wilful misconduct or gross negligence of the Pledgee.

11.2 The Pledgor  will  indemnify  the Pledgee and keep the Pledgee  indemnified
     against any and all damages, losses, actions, claims, expenses, demands and
     liabilities  which may be  incurred  by or made  against  the  Pledgee  for
     anything  done or omitted in the  exercise  or  purported  exercise  of the
     powers  contained  herein or occasioned by any breach of the Pledgor of any
     of its  obligations  or  undertakings  herein  contained  other than to the
     extent that such damages, losses, actions,  claims,  expenses,  demands and
     liabilities  are incurred by or made against the Pledgee as a result of its
     gross negligence or wilful misconduct.

12.  DURATION AND INDEPENDENCE

12.1 This  Agreement  shall  remain in full  force  and  effect  until  complete
     satisfaction  of the Secured  Obligations.  The Pledges  shall not cease to
     exist,  if  the  Pledgor  has  only  temporarily   discharged  the  Secured
     Obligations.

12.2 This Agreement shall create a continuing security and no change, amendment,
     or  supplement  whatsoever in the Indenture or in any document or agreement
     related  to  Indenture  shall  affect  the  validity  or the  scope of this
     Agreement nor the obligations  which are imposed on the Pledgor pursuant to
     it.

12.3 This  Agreement is independent  from any other security or guarantee  which
     may have been or will be given to the Pledgee.  None of such other security
     shall  prejudice,  or shall be prejudiced by, or shall be merged in any way
     with this Agreement.

12.4 Waiving  Section 418 of the German Civil Code,  the Pledgor  hereby  agrees
     that the security  created  hereunder shall not be affected by any transfer
     or assumption of the Secured Obligations to, or by, any third party.

13.  RELEASE (PFANDFREIGABE)

     Upon complete and irrevocable satisfaction of the Secured Obligations,  the
     Pledgee  will as soon as  reasonably  practical  declare the release of the
     Pledges  (Pfandfreigabe)  to the  Pledgor  as a matter  of  record  or,  if
     applicable, surrender any excess enforcement proceeds. For the avoidance of
     doubt,  the parties are aware that upon full and complete  satisfaction  of
     the  Secured  Obligations  the  Pledges,  due  to  their  accessory  nature
     (Akzessorietat)  cease to exist by operation of German  mandatory  law. 14.
     COSTS AND EXPENSES

     All costs,  charges,  fees and  expenses  triggered  by this  Agreement  or
     reasonably   incurred  in  connection  with  its  preparation,   execution,
     amendments and enforcement (in each case including fees for legal advisers)
     shall be borne by the Pledgor.

15.  PARTIAL INVALIDITY; WAIVER

15.1 If at any time,  any one or more of the  provisions  hereof  is or  becomes
     invalid,  illegal  or  unenforceable  in any  respect  under the law of any
     jurisdiction,  such provision shall as to such jurisdiction, be ineffective
     to the extent  necessary  without  affecting  or  impairing  the  validity,
     legality and  enforceability of the remaining  provisions hereof or of such
     provisions in any other jurisdiction. The invalid, illegal or unenforceable
     provision  shall  be  deemed  to be  replaced  with  such  valid,  legal or
     enforceable  provision  which comes as close as  possible  to the  original
     intent of the parties and the invalid,  illegal or unenforceable provision.
     Should a gap  (Regelungslucke)  become evident in this Agreement,  such gap
     shall,   without   affecting  or  impairing  the  validity,   legality  and
     enforceability of the remaining  provisions  hereof, be deemed to be filled
     in with such  provision  which comes as close as  possible to the  original
     intent of the parties.

15.2 No failure to  exercise,  nor any delay in  exercising,  on the part of the
     Pledgee,  any right or remedy  hereunder shall operate as a waiver thereof,
     nor shall any single or partial exercise of any right or remedy prevent any
     further or other  exercise  thereof or the  exercise  of any other right or
     remedy.  The rights and remedies provided  hereunder are cumulative and not
     exclusive of any rights or remedies provided by law.

15.3 In  particular,  the Pledges  shall not be affected  and shall in any event
     extend to any and all Shares in the  Company  even if the number or nominal
     value of the Existing  Share or the aggregate  share capital of the Company
     as stated in Clause 2 are inaccurate or deviate from the actual facts.

16.  AMENDMENTS

     Changes and amendments to this Agreement  including this Clause 16 shall be
     made in writing, unless notarial form by operation of law is required.

17.  NOTICES AND THEIR LANGUAGE

17.1 All notices and  communications  under or in connection with this Agreement
     shall be in writing and shall be delivered  by letter,  posted or delivered
     by  hand,  or fax.  Each  notice  or  communication  shall  be given to the
     relevant party at the address or fax number and marked for the attention of
     the person(s) or department  from time to time specified in writing by that
     party to the other.  The  initial  address,  fax number  and  person(s)  or
     department so specified by each party are set out below:


        For the Pledgor:       KRONOS International, Inc.

                               Address:   Peschstra(beta)e 5
                                          D-51373 Leverkusen/Germany

                               Fax:       +49 214 421 62

                               Attention: Volker   Roth   (Director   and  Vice
                                          President, Controller)





<PAGE>





        For the Pledgee:      U.S. Bank,National Association

                              Address:          555 Southwest Oak Street
                                                Plaza Level 6
                                                Portland Oregon
                                                United States of America

                              Fax:              +1 503 275 5738

                              Attention:        Cheryl K. Nelson

17.2 Proof of posting or dispatch of any notice or  communication to the Pledgor
     shall be deemed (widerlegbare Vermutung) to be proof of receipt (i) in case
     of a letter,  on the second  business  day in the country of receipt  after
     posting,  and (ii) in case of a fax transmission on the business day in the
     country of receipt immediately following the date of its dispatch.

17.3 Save for the notice pursuant to Section 16 of the German Limited  Liability
     Companies  Act  (Gesetz  betreffend  die  Gesellschaften  mit  beschrankter
     Haftung)  and  Section  1280 of the  German  Civil  Code  (which  shall  be
     substantially  in the form of  Schedule  2 attached  hereto)  any notice or
     other  communication under or in connection with this Agreement shall be in
     the  English  language  or,  if in any  other  language,  accompanied  by a
     translation into English.  In the event of any conflict between the English
     text and the text in any other language, the English text shall prevail.

18.  APPLICABLE LAW, JURISDICTION

18.1 This Agreement is governed by the laws of the Federal Republic of Germany.

18.2 The place of  jurisdiction  for any and all  disputes  arising  under or in
     connection with this agreement shall be the district court (Landgericht) in
     Frankfurt  am Main.  The Pledgees  however,  shall also be entitled to take
     action  against the Pledgor in any other court of  competent  jurisdiction.
     Further,  the taking of proceedings  against the Pledgor in any one or more
     jurisdictions  shall not  preclude the taking of  proceedings  in any other
     jurisdiction  (whether  concurrently or not) if and to the extent permitted
     by applicable law.



<PAGE>



     The  Notary advised the persons appearing:

o    that a pledge is a security  instrument of strictly accessory nature (which
     means that it comes into legal  existence  only if, to the extent that, and
     as long as, the underlying  secured  claims do in fact exist,  and that the
     owners of the secured claims and the pledgees must be identical);

o    that there is no bona fide creation, acquisition nor ranking of a pledge of
     shares  (which  means that the  pledgees  are not  protected  if the shares
     purported to be pledged do not exist, have been previously transferred to a
     third party, or have been previously  encumbered for the benefit of a third
     party); and

o    that the English  original version of this Agreement will not be acceptable
     for enforcement but will have to be translated,  by a certified translator,
     into German for such purposes.

The Notary is hereby instructed to give notice of this Agreement and the Pledges
of the rights  pursuant to Clause 3 (Pledge) and Clause 4 (Scope of the Pledges)
to the Company by means of  providing  the attorney of the Company with a notice
substantially  in the form of Schedule 2 hereto which shall be  accompanied by a
certified  copy of this Agreement  immediately  after the  notarization  of this
agreement.

The above Agreement  including the Schedules was read aloud by the Notary to the
persons  appearing,  approved by them and signed by the persons appearing and by
the Notary in their own hand as follows: