PLEDGE OF SHARES




                over the shares in Kronos Denmark ApS

 by             Kronos International, Inc.
                as pledgor

 in favour of   U.S. Bank National Association
                as secured party








Dated 11 April 2006




<PAGE>


CONTENTS

1.          Background..................................................1
2.          Definitions.................................................1
3.          Pledge......................................................1
4.          Perfection..................................................1
5.          Continuing Security.........................................1
6.          Enforcement.................................................1
7.          Representations.............................................1
8.          Undertakings................................................1
9.          Costs.......................................................1
10.         Miscellaneous...............................................1
11.         Assignment..................................................1
12.         Law and Jurisdiction........................................1

Schedule 1: Acknowledgement from Kronos Denmark ApS.


<PAGE>



              SHARE PLEDGE

by           Kronos International, Inc.
             as pledgor

in favour of U.S. Bank National Association
             as secured party




This pledge agreement (the "Pledge Agreement") is made on 11 April 2006 by:

(1)  Kronos  International,  Inc.  (the  "Pledgor")  a company  incorporated  in
     Delaware,  United States and registered  address at Peschstrasse 5, D-51373
     Leverkusen, Germany,

     in   favour of

(2)  U.S.  Bank National  Association  with address at 555 Southwest Oak Street,
     Plaza Level 6, Portland, Oregon, USA and its successors and assigns, as the
     secured party (the "Secured Party").

1.   BACKGROUND


1.1  The Indenture. By an Indenture (the "Indenture") to be dated on or about 11
     April 2006 and made  between the Pledgor as issuer (in such  capacity,  the
     "Issuer") and The Bank of New York as trustee (the "Trustee"),  the parties
     thereto have made  certain  agreements  relating to the Issuer's  Notes (as
     defined in the  Indenture)  and the Issuer has  undertaken  to the  Secured
     Party  being a  creditor  in its own right to pay to the  Secured  Party an
     aggregate  principal  amount  of up to EUR  400,000,000  on the  terms  and
     conditions set forth in the Indenture.



1.2  Pledge  Agreement.  According  to the terms of the  Indenture,  the Pledgor
     shall execute, deliver and perfect this Pledge Agreement.



2.   DEFINITIONS


2.1  Defined  terms.  In this Pledge  Agreement,  unless the  context  otherwise
     requires:


     "Collateral  Agency  Agreement" means the collateral agency agreement dated
     11 April 2006  between the Trustee and the  Secured  Party,  as  collateral
     agent, and acknowledged by the Company.

     "Company"  means Kronos Denmark ApS, a Danish company with CVR no. 24 24 27
     81 and registered address at Hanne Nielsens Vej 10, DK-2840 Holte,  Denmark
     with a nominal share capital of DKK 1,001,000;

     "Secured Obligations" means the actual,  contingent,  present and/or future
     obligations and liabilities of the Pledgor from time to time to the Secured
     Party under or pursuant to the Indenture;

     "Share   Benefits"   means  any  and  all  income,   benefits,   dividends,
     distributions,  liquidation  proceeds,  bonus  shares,  warrants,  options,
     subscription rights, convertibles and other rights, privileges and benefits
     arising  out  of or in  connection  with  the  Shares  (whether  by  way of
     redemption,  bonus, preference,  option rights,  substitution,  exchange or
     otherwise); and

     "Shares" means the share nos.  1-6,500 and  10,001-10,006  of the shares of
     capital in the Company with an aggregate  nominal value of DKK 650,600 held
     by the Pledgor.

2.2  Headings.  In  this  Pledge  Agreement  clause  headings  are  for  ease of
     reference only.

3.   PLEDGE

3.1  Pledge.  As  security  for the  Secured  Obligations,  the  Pledgor  hereby
     pledges,  assigns and  transfers  as security  with senior  priority to the
     Secured  Party all its right,  title and  interest in and to the Shares and
     the Share Benefits.


3.2  Voting  rights.  The  pledge as set forth in Clause 3.1 shall  include  all
     voting rights  associated with the Shares,  provided however that until the
     Pledgor has  received  written  notice from the Secured  Party that it will
     exercise  said  rights,  the Pledgor  has the right to exercise  the voting
     rights on the Shares. The Secured Party shall only be entitled to give such
     notice,  provided  that an event of default has occurred and is  continuing
     under the Indenture.


3.3  Share  Benefits.  Any and all Share Benefits shall upon the Secured Party's
     request  be paid to an account  in the name of the  Secured  Party and if a
     Share  Benefit  does not  arise as  monies,  such  Share  Benefit  shall be
     transferred or delivered to Secured  Party.  As long as no event of default
     has occurred and is continuing  under the  Indenture,  the Pledgor shall be
     entitled to receive payments of dividend from the Company.


3.4  Future Secured Party.  If the Secured Party is replaced as a creditor under
     the Indenture and as collateral agent under the Collateral Agency Agreement
     by a new  collateral  agent  assuming  the  rights and  obligations  of the
     Secured Party under the Indenture and the Collateral Agency Agreement, such
     new  collateral  agent shall  become a new Secured  Party under this Pledge
     Agreement.



4.   PERFECTION


4.1  Perfection  of pledge of Shares.  The Pledgor  shall ensure that as soon as
     possible after the execution of this Pledge Agreement:


     a)   the  Company  is  notified  of the  Pledge  Agreement  and  signs  the
          acknowledgement attached as Schedule 1 to this Pledge Agreement; and



     b)   the  Secured  Party  receives  a  certified  copy of the  shareholders
          register  of the  Company in which the name of the  Secured  Party has
          been duly recorded.



5.   CONTINUING SECURITY


5.1  Effective  date.  This Pledge  Agreement  shall be effective as of the date
     hereof  and shall  continue  in effect  until  earlier  of (i) all  Secured
     Obligations  have been fully  discharged,  or (ii) this Pledge Agreement is
     permitted to be released pursuant to the terms of the Indenture.


5.2  No discharge.  This Pledge Agreement will not be discharged or affected by:
     (a)  any  invalidity,  unenforceability,  release,  amendment,  supplement,
     neglect to perfect or enforce,  assignment  or novation of the Indenture or
     any other document,  (b) any time, waiver or consent granted to the Pledgor
     or any other person, (c) any incapacity,  change or insolvency  proceedings
     in respect of the  Pledgor,  the  Secured  Party,  the Trustee or any other
     person,  (d) any other act or omission  of any kind by any of the  Pledgor,
     the  Company,  the Secured  Party,  the Trustee or any other  person or any
     other circumstances  whatsoever which might constitute a legal or equitable
     discharge  of the Pledgor,  it being the  intention of the Pledgor that the
     pledge set out herein  shall be absolute and  unconditional  in any and all
     circumstances.


5.3  Further  Assurances.  The Pledgor  agrees that at any time and from time to
     time upon the  written  request of the  Secured  Party,  the  Pledgor  will
     execute and deliver  such  further  documents  and do such further acts and
     things as the Secured  Party may  reasonably  request  consistent  with the
     provisions hereof in order to effect the purposes of this Pledge Agreement.



5.4  Confirmation  of release of security.  The Secured Party  undertakes at the
     time this Pledge Agreement is no longer effective pursuant to Clause 5.1 to
     confirm  to the  Company  that the  security  interest  under  this  Pledge
     Agreement has been released.



6.   ENFORCEMENT


6.1  Remedies.  If an event of default  under the  Indenture has occurred and is
     continuing,  the  Secured  Party will have the right to  (subject to and in
     accordance with applicable mandatory law):


     a)   enforce  any and all of the  rights of the  Secured  Party  under this
          Pledge  Agreement  and any  statutory or other rights under the Danish
          Administration  of  Justice  Act   ("Retsplejeloven")  and  any  other
          relevant rules or regulations; and/or


     b)   exercise any or all rights  relating to the Shares and Share  Benefits
          including  but not limited to voting  rights on behalf and in the name
          of the Pledgor; and/or


     c)   collect and receive any or all Share Benefits; and/or


     d)   sell,  transfer  or  assign  the  Shares  and Share  Benefits  or part
          thereof,  by way of private or public  auction or  contract at a price
          which  in the  reasonable  opinion  of the  Secured  Party is the best
          obtainable in the circumstances.


6.2  Power of attorney.  The Pledgor  irrevocably  appoints the Secured Party as
     its attorney  with full power to act for the Pledgor and in its name and on
     its behalf:


     a)   to execute, sign or register and do all such acts and things which the
          Pledgor is required to do and fails to do under this Pledge Agreement;



     b)   upon the occurrence and during the continuance of an Event of Default,
          to exercise  any and all of its rights as  shareholder  in the Company
          relating  to the  Shares  and the Share  Benefits,  including  without
          limitation  exercising the voting rights and transferring title to the
          Shares and Share Benefits to a third party; and



     c)   to take any steps the Secured  Party deems  expedient or reasonable to
          ensure the  continued  effectiveness  of the security  interest in the
          Shares and the Share Benefits as contemplated in Section 5.3.



6.3  Application of Monies.  All monies received by the Secured Party under this
     Pledge  Agreement  shall be  applied  by the  Secured  Party in or  towards
     payment of the Secured Obligations.


6.4  No  Subrogation.  The Pledgor shall have no right to  subrogate,  wholly or
     partly,  in any security  provided to the Secured  Party in relation to the
     Indenture  or in any other way until all of the  Secured  Obligations  have
     been fully and finally satisfied.


6.5  Statutory  Rights.  Clause 6 shall not limit or reduce the statutory rights
     or any other rights of the Secured Party under Danish law.

7.   REPRESENTATIONS


7.1  Representations  by the Pledgor.  The Pledgor  represents and guarantees to
     the Secured Party that:


     a)   the Company is a company with limited  liability duly incorporated and
          validly  existing under the laws of Denmark,  duly registered with the
          Danish Commerce and Companies Agency under CVR no. 24 24 27 81;


     b)   the  Pledgor  is the sole  legal  and  beneficial  owner of all of the
          Shares and Share Benefits;


     c)   the Pledgor is the sole shareholder in the Company;


     d)   the security  created by this Pledge  Agreement  constitute the legal,
          valid and binding  obligations of the Pledgor  enforceable against the
          Pledgor  and the  Pledgor's  creditors  and any other  third  party in
          accordance  with its terms and create a first priority pledge over the
          Shares and Share Benefits;


     e)   the Shares,  the Share Benefits and any other shares of capital in the
          Company are fully-paid and  non-assessable  and are not subject to any
          encumbrances  of any kind  whether  operating by virtue of contract or
          law, except for this Pledge Agreement;


     f)   none  of  the  Shares  or  the  Share  Benefits  are  subject  to  any
          shareholders  agreements  or any  options,  rights  of first  refusal,
          pre-emptive  rights or any other rights  restricting  or affecting the
          voting on or the disposal of the Shares or the Share Benefits, save as
          set forth in the articles of association of the Company;


     g)   the entering  into and  performance  of this Pledge  Agreement and the
          transactions contemplated hereby do not:


(i)  conflict  with any law,  regulation  or any  official or judicial  order or
     decree of any governmental agency or court;


(ii) contravene  the  articles  of  association  or  any  other   constitutional
     documents of the Pledgor or the Company; or


(iii) conflict  with or result in a breach of any agreement or document to which
     the  Pledgor is a party or which is binding  upon the Pledgor or any of its
     assets; and


     h)   all approvals,  consents,  registrations and other matters required in
          connection   with  this   Pledge   Agreement   and  the   transactions
          contemplated  hereby  have  been  obtained  and are in full  force and
          effect.


8.   UNDERTAKINGS


8.1  Undertakings  by the Pledgor.  The Pledgor  undertakes  towards the Secured
     Party not without  the prior  written  consent of the  Secured  Party (such
     consent  not to be  unreasonably  withheld  or delayed if  required to give
     effect to the provisions of the Indenture):


     a)   to sell or otherwise dispose of the Shares or Share Benefits,  save as
          set forth in Clause 3.3;



     b)   to enter into any  shareholders'  agreement with respect to the Shares
          or the Share Benefits or to grant or permit to exist,  and immediately
          procure the removal of any option, right of first refusal, pre-emptive
          rights or any other right  restricting  or affecting  the voting on or
          the disposal of the Shares or the Share Benefits;



     c)   to amend or permit the amendment of the articles of association of the
          Company;



     d)   not to do or cause or permit to be done anything  which will, or could
          be reasonably  expected to, materially  adversely affect the Shares or
          the Share Benefits, this Pledge Agreement or the rights of the Secured
          Party hereunder; and



     e)   to agree or permit that any Share  Benefits or any other  amount shall
          be paid to or otherwise  distributed to the Pledgor or any other party
          (other than the Secured  Party) from the Company if  requested  by the
          Secured Party in accordance with Clause 3.3.



8.2  Further undertakings by the Pledgor. The Pledgor further undertakes towards
     the Secured Party:



     a)   to ensure that the  Company  does not issue any  additional  Shares or
          Share Benefits unless 65% of such are to the Pledgor and secured under
          this Pledge Agreement;



     b)   not to do or cause or permit to be done anything  which will, or could
          be reasonably  expected to, materially  adversely affect the Shares or
          the Share Benefits, this Pledge Agreement or the rights of the Secured
          Party hereunder; and



     c)   at its own costs to  execute  and  deliver to the  Secured  Party such
          further pledges, transfers,  assignments,  notices and other documents
          and do such acts and things which the Secured  Party shall request for
          the purpose of perfecting  and  protecting  this Pledge  Agreement and
          realising the Shares and the Share  Benefits  including any notices in
          the event of an  assignment  of any of the rights of the Secured Party
          or the Secured Party under this Pledge Agreement.



9.   COSTS


9.1  Transaction  and  enforcement  costs.  The Pledgor shall pay and, on demand
     from the Secured Party, indemnify the Secured Party against any stamp duty,
     registration fees, other duties and fees, taxes, costs, expenses (including
     legal fees) and liabilities  incurred or to be incurred by the Pledgor, the
     Company  or  the  Secured  Party  in  connection   with  the   negotiation,
     preparation,  execution,  amendment, release, protection and/or enforcement
     or which otherwise arise of this Pledge Agreement.


10.  MISCELLANEOUS


10.1 No implied waivers; cumulative rights; separability; amendments. The rights
     of the Secured Party under this Agreement:


     a)   shall not be waived by any delay in the  exercise  of any such  rights
          unless otherwise expressly stated in writing by the Secured Party;


     b)   are cumulative and may be exercised as often as necessary;


     c)   are several and the  invalidity or  unenforceability  of any provision
          shall not affect any other provision under this Pledge Agreement; and


     d)   shall not be amended  except with the  written  consent of the Secured
          Party.


11.  ASSIGNMENT


11.1 No  assignment  by the  Pledgor.  The Pledgor may not assign or transfer or
     have assumed any part of its rights  and/or  obligations  under this Pledge
     Agreement.


11.2 Assignment by the Secured Party.  The Secured Party may at any time assign,
     transfer  or have  assumed all or part of its rights or  obligations  under
     this Pledge  Agreement  without the consent of the Pledgor,  provided  that
     such  assignment  or  transfer  is  made  rateably  in  connection  with an
     assignment  or  transfer  of the  Indenture.  Any  costs  relating  to such
     assignment, transfer or assumption to be paid by the Secured Party.


11.3 Perfection of  Assignment.  If the Pledgor is notified by the Secured Party
     of an  assignment  or transfer by the Secured Party of its rights under the
     Indenture,  the Pledgor  shall  ensure  that as soon as possible  after the
     receipt of such notice:


     a)   the Company shall be notified of such transfer or assignment  and sign
          an  acknowledgement of the transfer or assignment in a form acceptable
          to the Secured Party; and


     b)   the Secured Party receives a transcript of the shareholder register of
          the Company in which name of the assignee or transferee is recorded as
          the Secured Party.



12.  LAW AND JURISDICTION


12.1 Law. This Pledge  Agreement  shall be governed by and shall be construed in
     accordance with Danish law.


12.2 Main jurisdiction.  For the sole benefit of the Secured Party, the Maritime
     and Commercial Court in Copenhagen (S0- og Handelsretten i K0benhavn) shall
     have  jurisdiction  with  respect  to  any  dispute  arising  out  of or in
     connection  with this  Pledge  Agreement  and the  Pledgor  agrees  for the
     benefit of the Secured Party that any legal action or  proceedings  arising
     out of or in connection with this Pledge  Agreement  against the Pledgor or
     any of its assets may be brought in the said court.


12.3 Alternative  jurisdiction.  Notwithstanding  Clause 12.2, the Secured Party
     has the right:


     a)   to  commence  proceedings  against  the  Pledgor  or its assets in any
          jurisdiction; and



     b)   to commence enforcement  proceedings  concurrently with or in addition
          to  proceedings  in  Denmark  or  without  commencing  proceedings  in
          Denmark.





Executed by the parties on the date first written above.

As Pledgor,
Kronos International, Inc.:

/s/ John St. Wrba
-------------------------------------------------
Name: John St. Wrba
Its:   Vice President and Assistant Treasurer


As Secured Party,
U.S. Bank National Association:

/s/ Cheryl K. Nelson
Name: Cheryl K. Nelson
Its:   Vice President