EXHIBIT 10.2


                         EXECUTIVE SEVERANCE AGREEMENT

      Agreement made effective  February 16, 1994, by and between NL INDUSTRIES,
INC., a New Jersey corporation (hereinafter called the "Company"), and Joseph S.
Compofelice (hereinafter called the "Executive").

                                   Recitals

      A.    The Company  considers  it in the best  interests of the Company and
            its stockholders that its key management  personnel be encouraged to
            remain with the Company and to continue to devote  their  efforts to
            the Company's business.

      B.    Executive is a key executive of the Company.

      C.    The Company  recognizes that Executive's  contribution to the growth
            and success of the Company has been substantial.

      NOW,  THEREFORE,  to assure the  Company  that it will have the  continued
services of Executive and the availability of Executive's advice and counsel and
to induce  Executive to remain in the employ of the Company,  and for other good
and valuable consideration, the Company and Executive agree as follows:

      1.    Termination.

            a.    General. This Agreement is not an employment contract nor does
                  it in any way alter  the  status of  Executive  as an  at-will
                  employee  of  the  Company  serving  at  the  pleasure  of the
                  Company.  Executive's  employment  with  the  Company  may  be
                  terminated  without  notice  (except as  required by Section 2
                  hereof) at any time, for any reason (i) by the Company's Chief
                  Executive Officer or (ii) by Executive.

            b.    Termination by the Company. Executive shall be entitled to the
                  severance  benefits  set  forth  in  Sections  3  and  4  upon
                  termination  of  Executive's  employment by the Company unless
                  such termination is for cause (as defined below).  Executive's
                  termination of employment with the Company by virtue of death,
                  disability  (as  defined  below),  or  retirement  (as defined
                  below) shall not be considered  as a termination  of Executive
                  by the Company. For purposes of this Agreement,  "cause" shall
                  mean (i)  Executive's  conviction  of any  criminal  violation
                  involving  dishonesty,  fraud or breach of trust or any felony
                  or (ii) Executive's  willful engagement in gross misconduct in
                  the  performance  of his duties that  materially and adversely
                  affects the financial condition of the Company.  The Executive
                  shall be  deemed  to have a  "disability"  if,  by  reason  of
                  physical or mental  incapacity,  Executive  becomes  unable to
                  perform  his  normal  duties  for  more  than  180 days in the
                  aggregate  (excluding  infrequent and temporary absence due to
                  ordinary  transitory  illness)  during  any  12-month  period.
                  Executive shall be deemed to have "retired" upon Executive

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                  reaching the age of 65;  provided that  Executive is no longer
                  employed by the Company.

            c.    Termination by the Employee.  Executive  shall not be entitled
                  to the  severance  benefits  set forth in  Sections 3 and 4 of
                  this Agreement upon termination of Executive's employment with
                  the Company by Executive  unless such  termination is for good
                  reason.  For purposes of this  Agreement,  "good reason" shall
                  mean the occurrence of any one of the following events without
                  Executive's consent:

                  (i)   the assignment of Executive to any duties  substantially
                        inconsistent with his position, duties, responsibilities
                        or status  with the  Company  immediately  prior to such
                        assignment,  or a substantial reduction of the duties or
                        responsibilities,   as  compared   with  the  duties  or
                        responsibilities immediately prior to such reduction;

                  (ii)  a reduction by the Company in the amount of  Executive's
                        annual  base  salary as in effect as of the date of this
                        Agreement or as the same may be  increased  from time to
                        time,  except  for  across-the-board  salary  reductions
                        similarly affecting all executives of the Company;

                  (iii) the Company repudiates this Agreement or fails to obtain
                        a  satisfactory  agreement  from any successor to assume
                        and agree to perform this Agreement,  as contemplated by
                        Section 9.a. hereof; or

                  (iv)  the   Company   modifies   either  the   proportion   of
                        Executive's   annual   bonus  that  is  based  upon  the
                        Company's  financial  performance for the preceding year
                        or  the   percentage   of   Executive's   annual   bonus
                        attributable to the performance  levels set forth by the
                        Company's  Employee  Incentive  Bonus  Plan,  except for
                        across-the-board  modifications  similarly affecting all
                        executives of the Company.

      2.    Notice of Certain  Terminations.  In the event  that  either (i) the
            Company shall terminate  Executive for cause or (ii) Executive shall
            resign  for  good  reason,   then  any  such  termination  shall  be
            communicated  by written notice to the other party hereto.  Any such
            notice shall specify (a) the effective  date of  termination,  which
            shall  not be  more  than 30 days  after  the  date  the  notice  is
            delivered (the "Termination Date"); and (b) in reasonable detail the
            facts  and  circumstances   underlying  a  determination   that  the
            termination is for cause or for good reason,  as the case may be. If
            within 15 days after any notice is given,  the party  receiving such
            notice  notifies  the other party that a good faith  dispute  exists
            concerning the characterization of the termination,  the Termination
            Date  shall be the date on which such  dispute  is finally  resolved
            either by written agreement of the parties or by a final judicial

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            determination. Notwithstanding the pendency of any such dispute, the
            Company shall continue  Executive and his dependents as participants
            in all medical,  dental and any other health  insurance  and similar
            benefit plans of the Company in which he or they were  participating
            when the notice  giving  rise to the  dispute  was given,  until the
            dispute is finally resolved.  Benefits provided under this Section 2
            are in addition to all other  amounts due under this  Agreement  and
            shall not be offset against,  or reduce any other amounts due under,
            this Agreement.

      3.    Termination Benefits. Subject to the conditions set forth in Section
            1 and Section  6.b.  hereof,  the Company  shall make the  following
            payments (subject to any applicable  payroll or other taxes required
            to be withheld) to Executive within 15 days of the Termination Date.

            a.    Base   Salary  and  Bonus.   The  greater  of  (i)  two  times
                  Executive's  effective  annual base salary at the  Termination
                  Date plus two times  Executive's  level "B" target bonus under
                  the Company's  Employee  Incentive  Bonus Plan as in effect at
                  the  Termination  Date,  it being  understood  that such level
                  shall  in any  event  be a  minimum  of  100%  of  Executive's
                  effective annual base salary (the "Level B Target Bonus"),  or
                  (ii) two times  Executive's  effective annual base salary plus
                  Executive's  actual  bonus for the two  calendar  year  period
                  immediately prior to the Termination Date.

            b.    Accrued  Amounts.  (i)  Accrued  but  unpaid  salary and bonus
                  through  the  Termination  Date and (ii)  unpaid  salary  with
                  respect to any  vacation  days accrued but not taken as of the
                  Termination  Date. For purposes of this Agreement only,  bonus
                  payments shall accrue and be payable to Executive in an amount
                  equal  to the pro rata  portion  of the  Level B Target  Bonus
                  calculated on a per diem basis.

      4.    Other  Benefits.  Subject to the  conditions set forth in Sections 1
            and 6.b. hereof,  the following  benefits (subject to any applicable
            payroll or other  taxes  required to be  withheld)  shall be paid or
            provided to Executive within 15 days of the Termination Date.

            a.    Insurance  Benefits.  Medical,  dental  and any  other  health
                  insurance, life insurance,  accidental death and dismemberment
                  insurance  and  disability  protection  no less  favorable  to
                  Executive and his dependents  covered thereby  (including with
                  respect to any costs borne by  Executive)  than the greater of
                  the  coverage  provided  on the  date  of  execution  of  this
                  Agreement  or the  coverage  provided  by Company  immediately
                  prior to the Termination  Date for the period beginning on the
                  Termination  Date and  ending on the first to occur of (i) the
                  date of Executive's employment (including  self-employment) in
                  a  position  providing   substantially  the  same  or  greater
                  benefits as the Executive's assignment with the Company on the

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                  Termination  Date  or  (ii)  the  second  anniversary  of  the
                  Termination Date.

            b.    Stock Awards. The Company shall pay to Executive the following
                  amounts in cash, or in the  Company's  common stock (valued at
                  the Fair Market Value, as defined below, on the day before the
                  Termination  Date),  or in any  combination  of  cash  and the
                  Company's  common  stock as  determined  by the Company in its
                  discretion.

                  (i)   In  respect of each  option to  purchase  the  Company's
                        common stock and any related  stock  appreciation  right
                        ("SAR")  granted to  Executive  under the 1985 Long Term
                        Performance  Incentive Plan of NL Industries,  Inc., the
                        1989  Long  Term   Performance   Incentive  Plan  of  NL
                        Industries,  Inc. or any  predecessor  or successor plan
                        (collectively,   the   "Performance   Plan")   that   is
                        outstanding  (and  regardless of whether then vested) on
                        the day  before the  Termination  Date (and that has not
                        been  exercised) an amount equal to the excess,  if any,
                        of the Fair  Market  Value  per  share of the  Company's
                        common stock on the day before the Termination Date over
                        the exercise  price,  multiplied  by the total number of
                        shares of the  Company's  common  stock  subject to such
                        option.  Such  payment  shall be in  consideration  of a
                        cancellation  of any rights which  Executive may have in
                        such stock options and SARs.

                  (ii)  In  respect  of each SAR  unrelated  to any  options  to
                        purchase  common stock  awarded to  Executive  under the
                        Performance  Plan that is outstanding (and regardless of
                        whether then  vested) on the day before the  Termination
                        Date,  an  amount  equal to an  amount by which the Fair
                        Market Value on the day before the  Termination  Date of
                        each share of the Company's  common stock subject to the
                        SAR exceeds the Fair Market  Value of each such share on
                        the date the SAR was awarded,  multiplied  by the number
                        of shares of the Company's  common stock subject to such
                        SAR.  Such  payment  shall  be  in  consideration  of  a
                        cancellation  of any rights that  Executive  may have in
                        said SARs.

                  (iii) In respect of each  restricted  stock grant to Executive
                        under the Performance  Plan  outstanding (and regardless
                        of   whether   then   vested)  on  the  day  before  the
                        Termination  Date  (regardless of the performance of the
                        Company's  common stock since the grant date), an amount
                        equal to the  Fair  Market  Value  of each  share of the
                        Company's  common stock subject to the restricted  stock
                        grant,  multiplied  by  the  number  of  shares  of  the
                        Company's common stock subject to such stock grant. Such
                        payment shall be in consideration of a cancellation

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                        of any  rights  which  Executive  may have in said stock
                        grants.

                  For purposes of this Section 4, "Fair Market Value" shall mean
                  the  average of the  highest  and lowest  sales  prices of the
                  Company's common stock as reported on the consolidated tape of
                  the  New  York  Stock   Exchange  on  any  relevant  date  for
                  valuation,  or, if there be no such sale,  the  average of the
                  highest and lowest  sales  prices of each  common  stock as so
                  reported on the nearest  preceding  date upon which such sales
                  took place.  In the event the shares of the  Company's  common
                  stock are no longer listed on the New York Stock Exchange, the
                  "Fair Market Value" of such shares shall be the average of the
                  representative  bid and  asked  prices  quoted  in the  NASDAQ
                  System as of 4:OO p.m., New York time, on the last trading day
                  prior to the Termination Date, or, if on any day such security
                  is not quoted in the NASDAQ System, the average of the highest
                  bid and lowest asked  prices in the domestic  over-the-counter
                  market as last reported prior to the  Termination  Date by the
                  National  Quotation  Bureau,  Incorporated,   or  any  similar
                  successor  organization.  If at any time the Company's  Common
                  Stock is not  listed  on any  domestic  security  exchange  or
                  quoted in the NASDAQ  System or the domestic  over-the-counter
                  market,  "Fair Market Value" shall be determined in good faith
                  by the Company's Board of Directors in its discretion.


            c.    Savings Plan  Benefits.  The Company shall pay to Executive an
                  amount in cash equal to the unvested  portion of the Company's
                  contributions  to  Executive's  account  under  the  Company's
                  Savings  Plan for its  employees  or other  plans  "qualified"
                  underss.401(a)  of the  Internal  Revenue  Code  of  1986,  as
                  amended (the "Code"), to which the Company makes contributions
                  to employee accounts in effect as of the Termination Date (the
                  "Savings Plan"),  plus an amount in cash equal to two times an
                  amount determined by multiplying the greater of Section 3.a(i)
                  and  3.a(ii) of this  Agreement  by the  Company's  additional
                  annual retirement  contribution  percentage  determined by the
                  Company  pursuant to the Savings Plan as in effect on the date
                  of  execution  of  this  Agreement  or the  Termination  Date,
                  whichever is greater.

                        In addition,  Executive  shall be paid in cash an amount
                  equal  to  the  Company's  matching  contributions  determined
                  pursuant  to the  Savings  Plan as in  effect  on the  date of
                  execution of this Agreement or the Termination  Date whichever
                  is  greater  which  would  have  accrued  to  the  benefit  of
                  Executive had he continued his  participation  in, and elected
                  to make the maximum  contributions under, the Savings Plan for
                  the  period of 24 months  from the  Termination  Date or until
                  December 31 of the year in which Executive would reach age 65,
                  whichever is the shorter period. The benefits received by

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                  Executive  pursuant to this  Section  4.c.  are in addition to
                  those then  having  vested  prior to the  Termination  Date in
                  accordance  with the  terms of the  Savings  Plan.  Awards  in
                  shares of common  stock of the Company or any  predecessor  or
                  successor  corporation  shall be valued for  purposes  of this
                  section 4.c. at their Fair Market Value, as defined above.

            d.    Supplemental  Retirement  Plans.  The  Company  shall  pay  to
                  Executive  an amount in cash equal to the vested and  unvested
                  portions of the  Company's  contributions  to the  Executive's
                  account (and all accretions thereto in lieu of interest) under
                  the Company's  Supplemental  Retirement  Plan, in effect as of
                  the Termination Date.

      5.    Retirement  Plan.   Following  retirement  and  attainment  of  ages
            specified in the  Retirement  Plan of NL  Industries,  Inc. (the "NL
            Pension Plan"),  Executive shall be entitled to all pension benefits
            which are  available  to him under the NL Pension  Plan in effect on
            the Termination Date.

      6.    Benefits Valuation and Limitation.

            a.    Promptly  following any Termination Date, and as of that date,
                  the  Company  will  notify   Executive  of  the  itemized  and
                  aggregate  cash  value  of  the  payments  and  benefits,   as
                  determined  under Section 280G of the Code,  received or to be
                  received by Executive in connection  with the  termination  of
                  his employment  (whether payable pursuant to the terms of this
                  Agreement or  otherwise).  At the same time, the Company shall
                  advise  Executive of the portion of such  payments or benefits
                  which constitute  parachute payments within the meaning of the
                  Code and which may subject  Executive to the payment of excise
                  taxes pursuant to Section 4999 and the expected amount of such
                  taxes (such payments or benefits being hereinafter referred to
                  as "Parachute Payments").

            b.    Notwithstanding  the provisions of Sections 3 and 4 hereof, if
                  all or any portion of the payments or benefits  provided under
                  Sections 3 or 4 either alone or together  with other  payments
                  or benefits  which  Executive has received or is then entitled
                  to receive from the Company and any of its subsidiaries  would
                  constitute  Parachute  Payments,  such  payments  or  benefits
                  provided to Executive  under Sections 3 and 4 shall be reduced
                  to the extent  necessary so that no portion  thereof  shall be
                  subject to the excise tax imposed by Section 4999 of the Code;
                  but only if,  by  reason of such  reduction,  Executive's  net
                  after-tax  benefit shall exceed the net  after-tax  benefit if
                  such  reduction  were not made.  "Net  after-tax  benefit" for
                  purposes of this  Section  6.b.  shall mean the sum of (i) the
                  total  amount  payable  to  Executive  under  Sections 3 and 4
                  hereof,  plus  (ii) all  other  payments  and  benefits  which
                  Executive has received or is then entitled to receive from the

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                  Company and any of its  subsidiaries  that would  constitute a
                  Parachute  Payment,  less (iii) the  amount of federal  income
                  taxes  payable  with  respect  to  the  payment  and  benefits
                  described  in (i) and (ii)  above  calculated  at the  maximum
                  marginal  income tax rate for each year in which such payments
                  and benefits  shall be paid to Executive  (based upon the rate
                  in  effect  for  such  year as set  forth  in the  Code at the
                  Termination  Date),  less  (iv) the  amount  of  excise  taxes
                  imposed with respect to the payments and benefits described in
                  (i) and (ii) above by Section 4999 of the Code.

                        For  purposes of this  Section  6.b.,  Executive's  base
                  amount,  the  present  value of the  Parachute  Payments,  the
                  amount of the  excise  tax and all other  appropriate  matters
                  shall be determined by the Company's  independent  auditors in
                  accordance with the principles of Section 280G of the Code and
                  based upon the advice of tax counsel  selected by the Company,
                  which  tax  counsel  shall  be  reasonably   satisfactory   to
                  Executive.

      7.    Mitigation.  Executive is not required to seek other  employment  or
            otherwise  mitigate  the  amount of any  payments  to be made by the
            Company pursuant to this Agreement.  Except as otherwise provided in
            Section 4.a. of this Agreement,  the amount of any payments or other
            benefits  provided for in this Agreement shall not be reduced by any
            compensation  earned by  Executive  as the result of  employment  by
            another employer after the Termination Date, or otherwise.

      8.    Continuing Obligations.  Executive hereby agrees that all documents,
            records,  techniques,  business secrets and other  information which
            have come and will come into his possession from time to time during
            his employment by the Company shall be deemed to be confidential and
            proprietary to the Company,  and Executive  further agrees to retain
            in confidence any confidential  information  known to him concerning
            the Company and its subsidiaries and their respective  businesses so
            long as such information is not publicly disclosed.

      9.    Successors.

            a.    The Company  shall require any  successor  (whether  direct or
                  indirect, by purchase, merger,  consolidation or otherwise) to
                  all or substantially  all of the business and/or assets of the
                  Company,  by  Agreement  in  form  and  substance   reasonably
                  satisfactory  to Executive  to  expressly  assume and agree to
                  perform  this  Agreement  in the same  manner  and to the same
                  extent that the Company  would be required to perform it if no
                  such  succession  had  taken  place.   For  purposes  of  this
                  Agreement,  any  determination  as to whether  the Company has
                  engaged in a transaction involving all or substantially all of
                  the business and/or assets of the Company shall be made by the
                  Board of  Directors  in its  discretion,  which  determination
                  shall be final and binding on the parties.

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                        For purposes of this Agreement,  "Company" shall mean NL
                  Industries,  Inc. and any  successor  to its  business  and/or
                  assets as aforesaid  which  assumes and agrees to perform this
                  Agreement or which  otherwise  becomes  bound by all the terms
                  and  provisions  of  this  Agreement  by  operation  of law or
                  otherwise.

            b.    This   Agreement   shall  inure  to  the  benefit  of  and  be
                  enforceable by Executive's personal or legal  representatives,
                  executors,  administrators,  successors,  heirs, distributees,
                  devisees  and  legatees.  If  Executive  should  die while any
                  amounts are payable to him hereunder, all such amounts, unless
                  otherwise  provided  herein,  shall be paid in accordance with
                  the terms of this Agreement to Executive's devises, legatee or
                  other  designee  or,  if  there  be  no  such   designee,   to
                  Executive's estate.

      10.   Notices.  For the purposes of this Agreement,  notices and all other
            communications  provided for herein shall be in writing and shall be
            deemed to have been duly given when actually  delivered or mailed by
            United  States   registered  or  certified   mail,   return  receipt
            requested, postage prepaid, addressed as follows:

                        If to Executive:

                        Mr. Joseph S. Compofelice
                        6 Southgate Drive
                        The Woodlands,  Texas  77380

                        If to the Company:

                        NL Industries, Inc.
                        16825 Northchase Drive, Suite 1200
                        Houston, Texas 77060
                        ATTENTION:  General Counsel

            or to such other  address as either party may have  furnished to the
            other in writing in  accordance  herewith,  except  that  notices of
            change of address shall be effective only upon receipt.

      11.   Governing  Law.  THE  VALIDITY,  INTERPRETATION,   CONSTRUCTION  AND
            PERFORMANCE  OF THIS  AGREEMENT  SHALL BE GOVERNED  BY THE  INTERNAL
            LAWS, AND NOT THE CONFLICTS LAWS, OF THE STATE OF TEXAS.

      12.   Miscellaneous.  No  provisions  of this  Agreement  may be modified,
            waived or discharged  unless such waiver,  modification or discharge
            is agreed to in writing  signed by Executive  and a duly  authorized
            officer of the Company. No waiver by either party hereto at any time
            of any breach by the other party hereto of, or compliance  with, any
            condition  or  provision  of this  Agreement to be performed by such
            other party shall be deemed a waiver of similar or dissimilar

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            provisions  or  conditions  at the same or any  prior or  subsequent
            time. No agreements or representations,  oral or otherwise,  express
            or implied, with respect to the subject matter hereof have been made
            by either party which are not set forth expressly in this Agreement.

      13.   Validity.  The  invalidity or  unenforceability  of any provision of
            this Agreement  shall not affect the validity or  enforceability  of
            any other  provision of this  Agreement,  which shall remain in full
            force and effect.

      14.   Assignability.  This  Agreement is personal in nature and neither of
            the parties hereto shall,  without the written consent of the other,
            assign or  transfer  this  Agreement  or any  rights or  obligations
            hereunder, as provided in Section 9. Without limiting the foregoing,
            Executive's  right  to  receive  payments  hereunder  shall  not  be
            assignable  or  transferable,  whether  by  pledge,  creation  of  a
            security interest or otherwise, other than a transfer by his will or
            trust or the laws of  descent or  distribution,  and in the event of
            any attempted  assignment or transfer contrary to this paragraph the
            Company shall have no liability to pay any amount so attempted to be
            assigned or transferred.

      15.   Term of Agreement.  This Agreement shall commence on the date hereof
            and shall continue in effect through December 31 of 1994;  provided,
            however,   that  beginning  January  1,  1995  and  each  January  1
            thereafter,  the  term  of this  Agreement  shall  automatically  be
            extended for one  additional  year unless the Company and  Executive
            have mutually agreed in writing to terminate this Agreement.

      16.   Enforcement  Costs.  In the event that either  party files an action
            against  the  other in any court to  collect,  enforce,  protect  or
            preserve its rights under this  Agreement,  the prevailing  party in
            such action  shall be entitled  to receive  reimbursement  from such
            other  party  of  all  reasonable  costs  and  expenses,   including
            attorneys' fees, which such prevailing party incurred in prosecuting
            or defending such action, as the case may be.

      17.   Counterparts.  This  Agreement may be executed in two  counterparts,
            each of which  shall be  deemed to be an  original  but all of which
            taken together will constitute one and the same instrument.

      18.   Unsecured Obligation. All rights of Executive and Executive's spouse
            or other  beneficiaries  under this Agreement  shall at all times be
            entirely  unfunded and no  provision  shall at any time be made with
            respect  to  segregating  assets of the  Company  or  payment of any
            amounts due  hereunder.  Neither  Executive  nor his spouse or other
            beneficiary  shall  have  any  interest  in or  rights  against  any
            specific  assets of the  Company,  and  Executive  and his spouse or
            other  beneficiary shall have only the rights of a general unsecured
            creditor of the Company.

                           *     *     *     *     *

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      IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed
and delivered on this ___ day of March, 1996.

                                    NL INDUSTRIES, INC.

                                    By:    /s/ J. Landis Martin

                                    Name:  J. Landis Martin

                                    Its:   President and CEO






                                    /s/Joseph S. Compofelice


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