KRONOS WORLDWIDE, INC.

                          2003 Long-Term Incentive Plan

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     Section 1. Purpose. The purpose of this Plan is to advance the interests of
Kronos and its stockholders by providing  incentives to certain Eligible Persons
who  contribute   significantly  to  the  strategic  and  long-term  performance
objectives and growth of the Company.

     Section  2.  Definitions.  The  following  terms  shall  have  the  meaning
indicated:

          (a) "Actual Value" has the meaning set forth in Section 9.

          (b)  "Associated  Award" shall mean an Award granted  concurrently  or
     subsequently in conjunction with another Award.

          (c)  "Award"  shall mean an award of rights or options to an  Eligible
     Person under this Plan.

          (d) "Award Period" has the meaning set forth in subsection 9(b).

          (e) "Beneficiary" has the meaning set forth in Section 16.

          (f) "Board" shall mean the board of directors of Kronos.

          (g) "Code"  shall mean the Internal  Revenue  Code of 1986,  as it now
     exists or may be amended from time to time,  and the rules and  regulations
     promulgated  thereunder,  as they may exist or may be amended  from time to
     time.

          (h)  "Committee"  shall  mean  a  committee  of  the  Board,  if  any,
     designated  by the Board to  administer  this Plan that is comprised of not
     fewer  than  two  directors  and  shall   initially  mean  the  Management,
     Development &  Compensation  Committee of the Board.  The membership of the
     Committee or any  successor  committee  (i) shall  consist of  "nonemployee
     directors"  (as  defined  in Rule  16b-3)  and  meet any  other  applicable
     requirements so as to comply at all times with the applicable  requirements
     of Rule 16b-3,  (ii) shall  consist of "outside  directors"  (as defined in
     Treasury Regulation  ss.1.162-27(e)(3)(i)  or any successor regulation) and
     meet any other  applicable  requirements  so as to comply at all times with
     the  applicable  requirements  of Section  162(m) and (iii)  shall meet any
     applicable  requirements  of any stock  exchange or other market  quotation
     system on which  Common  Shares are  listed.  References  to the  Committee
     hereunder  shall include the Board or the  Designated  Administrator  where
     appropriate.

          (i)  "Company"  shall  mean  Kronos and any  parent or  subsidiary  of
     Kronos.

          (j) "Common Shares" shall mean shares of common stock, par value $0.01
     per share,  of Kronos and stock of any other  class into which such  shares
     may thereafter be changed.

          (k) "Designated Administrator" has the meaning set forth in Section 3.

          (l)  "Effective  Date" shall mean the date the Board  adopts this Plan
     (which  adoption  date may be a date  subsequent  to the date of the actual
     action  taken by the Board if the Board  action sets forth such  subsequent
     adoption date).

          (m)  "Eligible  Person(s)"  shall  mean  those  persons  who  are  key
     employees of the Company or other key individuals who perform  services for
     the Company, including, without limitation, directors who are not employees
     of the Company.

          (n) "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
     it now  exists  or may  be  amended  from  time  to  time,  and  the  rules
     promulgated  thereunder,  as they may exist or may be amended  from time to
     time.

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          (o) "Fair  Market  Value"  shall  mean such  value  rounded  up to the
     nearest cent as determined by the Committee in accordance  with  applicable
     law.

          (p)  "Incentive  Stock  Option"  shall mean a Stock  Option that is an
     incentive  stock  option as defined in Section  422 of the Code.  Incentive
     Stock  Options  are  subject,  in  part,  to  the  terms,   conditions  and
     restrictions described in Section 6.

          (q)   "Kronos"   shall  mean  Kronos   Worldwide,   Inc.,  a  Delaware
     corporation.

          (r) "Maximum Value" has the meaning set forth in subsection 9(a).

          (s) "Nonqualified  Stock Option" shall mean a Stock Option that is not
     an  incentive  stock  option  as  defined  in  Section  422  of  the  Code.
     Nonqualified Stock Options are subject,  in part, to the terms,  conditions
     and restrictions described in Section 6.

          (t) "Other Kronos  Securities" shall mean Kronos securities (which may
     include,  but need not be limited to,  unbundled  stock units or components
     thereof, debentures, preferred stock, warrants, securities convertible into
     Common Shares or other property) other than Common Shares.

          (u)  "Participant"  shall mean an Eligible Person to whom an Award has
     been granted under this Plan.

          (v) "Performance  Grant" shall mean an Award subject,  in part, to the
     terms,  conditions  and  restrictions  described in Section 9,  pursuant to
     which the recipient may become  entitled to receive  Common  Shares,  Other
     Kronos  Securities  or  any  combination  thereof,  as  determined  by  the
     Committee.

          (w) "Plan"  shall mean this  Kronos  Worldwide,  Inc.  2003  Long-Term
     Incentive Plan.

          (x)  "Purchased  Option"  shall mean a Stock Option that is sold to an
     Eligible Person at a price  determined by the Committee.  Purchase  Options
     are subject, in part, to the terms,  conditions and restrictions  described
     in Section 6.

          (y) "Restricted Period" has the meaning set forth in subsection 8(b).

          (z)  "Restricted  Stock" shall mean an Award of Common Shares that are
     issued  subject,  in  part,  to  the  terms,  conditions  and  restrictions
     described in Section 8.

          (aa) "Rule 16b-3" shall mean Rule 16b-3  promulgated by the Securities
     and Exchange Commission under the Exchange Act and any successor rule.

          (bb) "Section  162(m)" shall mean  ss.162(m) of the Code, any rules or
     regulations  promulgated  thereunder,  as they may exist or may be  amended
     from time to time, or any successor to such section.

          (cc)  "Stock  Appreciation  Right"  shall  mean an Award of a right to
     receive  (without  payment to Kronos)  cash,  Common  Shares,  Other Kronos
     Securities  or  property,  or other  forms of payment,  or any  combination
     thereof, as determined by the Committee, based on the increase in the value
     of the number of Common Shares specified in the Stock  Appreciation  Right.
     Stock Appreciation  Rights are subject,  in part, to the terms,  conditions
     and restrictions described in Section 7.

          (dd) "Stock Option" shall mean an Award of a right to purchase  Common
     Shares.  The term Stock Option shall include  Nonqualified  Stock  Options,
     Incentive Stock Options and Purchased Options.

          (ee) "Ten Percent  Employee" shall mean an employee of the Company who
     owns stock  representing  more than ten percent of the voting  power of all
     classes of stock of Kronos or any parent or subsidiary of Kronos.

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          (ff) "Treasury  Regulation" shall mean a final,  proposed or temporary
     regulation of the  Department of Treasury  under the Code and any successor
     regulation.

     Section 3.  Administration.  Unless the Board shall  designate  itself or a
Designated Administrator to administer this Plan, the Committee shall administer
this Plan. If at any time Rule 16b-3 so permits without adversely  affecting the
ability of Awards to executive  officers of Kronos to comply with the conditions
for Rule 16b-3 or Section 162(m),  the Committee may delegate the administration
of this  Plan and any of its power and  authority  in whole or in part,  on such
terms and  conditions,  and to such person or persons as it may determine in its
discretion (a "Designated Administrator").

     The  Committee  has all the powers  vested in it by the terms of this Plan,
such powers to include exclusive  authority to select the Eligible Persons to be
granted  Awards under this Plan,  to determine  the type,  size and terms of the
Award to be made to each Eligible  Person  selected,  to modify the terms of any
Award that has been granted,  to determine the time when Awards will be granted,
to  establish  performance  objectives,  to make any  adjustments  necessary  or
desirable  as a result of the  granting  of Awards to Eligible  Persons  located
outside the United States and to prescribe the form of the agreements  embodying
Awards made under this Plan.  The Committee is authorized to interpret this Plan
and the Awards  granted  under this Plan,  to  establish,  amend and rescind any
rules  and   regulations   relating  to  this  Plan,   and  to  make  any  other
determinations  that it deems necessary or desirable for the  administration  of
this Plan.  The  Committee  may  correct  any defect or supply any  omission  or
reconcile  any  inconsistency  in this Plan or in any Award in the manner and to
the extent the Committee  deems  necessary or desirable to carry it into effect.
Any decision of the Committee in the  interpretation  and administration of this
Plan, as described herein, shall lie within its sole and absolute discretion and
shall be final,  conclusive and binding on all parties concerned.  The Committee
may act only by a majority of its members then serving,  except that the members
thereof  may  authorize  any one or more of their  members or any officer of the
Company to execute and deliver  documents  or to take any other action on behalf
of the Committee with respect to Awards made or to be made to Participants.

     No member of the  Committee  and no officer of the Company  shall be liable
for  anything  done or  omitted  to be done by him,  by any other  member of the
Committee or by any officer of the Company in connection with the performance of
duties under this Plan,  except for his own willful  misconduct  or as expressly
provided by statute.  In addition  to all other  rights of  indemnification  and
reimbursement  to which a member of the  Committee and an officer of the Company
may be entitled,  the Company shall indemnify and hold harmless each such member
or  officer  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or  completed  proceeding  or suit in  connection  with the
performance  of duties under this Plan against  expenses  (including  reasonable
attorneys'  fees),  judgments,  fines,  liabilities,  losses and amounts paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
proceeding  or suit,  except  for his own  willful  misconduct  or as  expressly
provided otherwise by statute.  Expenses (including  reasonable attorneys' fees)
incurred by a such a member or officer in defending any such  proceeding or suit
shall  be paid by the  Company  in  advance  of the  final  disposition  of such
proceeding  or suit upon  receipt  of a written  affirmation  by such  member or
officer  of his  good  faith  belief  that he has met the  standard  of  conduct
necessary for  indemnification and a written undertaking by or on behalf of such
member or officer to repay such amount if it shall ultimately be determined that
he is not  entitled  to be  indemnified  by the  Company as  authorized  in this
Section.

     Section 4.  Participation.  Consistent  with the purposes of this Plan, the
Committee  shall have  exclusive  power to select the  Eligible  Persons who may
participate in this Plan and be granted Awards under this Plan. Eligible Persons
may be selected  individually  or by groups or categories,  as determined by the
Committee in its discretion.

     Section 5. Awards under this Plan.

          (a) Types of Awards.  Awards under this Plan may include, but need not
     be limited to, one or more of the following  types,  either alone or in any
     combination  thereof:  (i) Common Shares,  (ii) Stock Options,  (iii) Stock
     Appreciation Rights, (iv) Restricted Stock, (v) Performance Grants and (vi)
     any other type of Award  deemed by the  Committee in its  discretion  to be
     consistent with the purposes of this Plan  (including,  but not limited to,
     Awards of or options or similar  rights  granted  with respect to unbundled
     stock units or components  thereof,  and Awards to be made to  Participants
     who are foreign  nationals or are employed or performing  services  outside
     the United States).

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          (b) Maximum  Number of Shares that May be Issued.  There may be issued
     under this Plan (as Common Shares,  Restricted Stock,  through  Performance
     Grants,  pursuant to the  exercise of Stock  Options or Stock  Appreciation
     Rights or in payment of or pursuant to the exercise of such other Awards as
     the Committee,  in its discretion,  may determine) an aggregate of not more
     than 150,000  Common  Shares,  subject to adjustment as provided in Section
     15. No  Eligible  Person may receive  Awards  under this Plan for more than
     50,000  Common  Shares  in any  one  fiscal  year  of  Kronos,  subject  to
     adjustment as provided in Section 15. Common Shares issued pursuant to this
     Plan  may be  either  authorized  but  unissued  shares,  treasury  shares,
     reacquired shares or any combination  thereof.  If any Common Shares issued
     as Restricted Stock or otherwise subject to repurchase or forfeiture rights
     are  reacquired by the Company  pursuant to such rights or, if any Award is
     canceled,  terminates or expires unexercised,  any Common Shares that would
     otherwise  have  been  issuable  pursuant  thereto  will be  available  for
     issuance under new Awards.

          (c) Rights with Respect to Common Shares and Other Securities.  Except
     as provided in subsection  8(c) with respect to Awards of Restricted  Stock
     and unless  otherwise  determined  by the  Committee in its  discretion,  a
     Participant  to whom an Award is made (and any person  succeeding to such a
     Participant's  rights  pursuant  to this  Plan)  shall  have no rights as a
     stockholder  with respect to any Common  Shares or as a holder with respect
     to other securities,  if any, issuable pursuant to any such Award until the
     date of the issuance of a stock  certificate  to him for such Common Shares
     or other instrument of ownership, if any. Except as provided in Section 15,
     no adjustment  shall be made for dividends,  distributions  or other rights
     (whether ordinary or extraordinary,  and whether in cash, securities, other
     property or other forms of consideration,  or any combination  thereof) for
     which the record date is prior to the date such stock  certificate or other
     instrument of ownership,  if any, is issued.  In all events,  a Participant
     with whom an Award  agreement is made to issue Common Shares in the future,
     shall have no rights as a stockholder with respect to Common Shares related
     to such agreement until issuance to him of a stock certificate representing
     such shares.

     Section 6. Stock Options. The Committee may sell Purchased Options or grant
other Stock Options either alone,  or in  conjunction  with  Associated  Awards,
either  at the  time of  grant  or by  amendment  thereafter;  provided  that an
Incentive Stock Option may be granted only to Eligible Persons who are employees
of the  Company  and have an  Associated  Award  only to the  extent  that  such
Associated Award does not disqualify the Incentive Stock Option's status as such
under the Code.  Each  Stock  Option  granted  or sold  under this Plan shall be
evidenced by an agreement in such form as the  Committee  shall  prescribe  from
time to time in accordance  with this Plan and shall comply with the  applicable
terms and  conditions  of this Section and this Plan,  and with such other terms
and  conditions,  including,  but not  limited to,  restrictions  upon the Stock
Option or the Common Shares issuable upon exercise thereof, as the Committee, in
its discretion, shall establish.

          (a) The exercise  price of a Stock Option may be less than,  equal to,
     or greater than, the Fair Market Value of the Common Shares subject to such
     Stock Option at the time the Stock Option is granted,  as determined by the
     Committee; provided, however, that in the case of an Incentive Stock Option
     granted to an employee of the Company, the exercise price shall not be less
     than the Fair  Market  Value of the  Common  Shares  subject  to such Stock
     Option at the time the Stock  Option is  granted,  or if  granted  to a Ten
     Percent  Employee,  such exercise price shall not be less than 110% of such
     Fair Market  Value at the time the Stock  Option is  granted.  In no event,
     however,  will the exercise  price per share of a Stock Option be less than
     the par value per share of a Common Share.

          (b) The  Committee  shall  determine the number of Common Shares to be
     subject  to each Stock  Option.  In the case of a Stock  Option  awarded in
     conjunction  with an Associated  Award, the number of Common Shares subject
     to an outstanding  Stock Option may be reduced on an  appropriate  basis to
     the  extent  that  the  Associated  Award  has been  exercised,  paid to or
     otherwise received by the Participant, as determined by the Committee.

          (c) Any Stock  Option  may be  exercised  during its term only at such
     time or times and in such installments as the Committee may establish.

          (d) A Stock Option shall not be exercisable:

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               (i) in the case of any  Incentive  Stock Option  granted to a Ten
          Percent Employee,  after the expiration of five years from the date it
          is  granted,  and, in the case of any other  Stock  Option,  after the
          expiration of ten years from the date it is granted; and

               (ii) unless payment in full is made for the shares being acquired
          thereunder at the time of exercise as provided in subsection 6(i).

          (e) The Committee  shall  determine in its  discretion  and specify in
     each agreement embodying a Stock Option the effect, if any, the termination
     of the  Participant's  employment  with or  performance of services for the
     Company shall have on the  exercisability  of the Stock  Option;  provided,
     however,  that an Incentive Stock Option shall not be exercisable at a time
     that is beyond the time an Incentive Stock Option may be exercised in order
     to qualify as such under the Code.

          (f) In the  case of an  Incentive  Stock  Option,  the  amount  of the
     aggregate  Fair Market Value of Common  Shares  (determined  at the time of
     grant of the Stock  Option) with respect to which  incentive  stock options
     are exercisable for the first time by an employee of the Company during any
     calendar  year (under all such plans of his  employer  corporation  and its
     parent and subsidiary corporations) shall not exceed $100,000.

          (g) It is the intent of Kronos that Nonqualified Stock Options granted
     under this Plan not be  classified  as Incentive  Stock  Options,  that the
     Incentive  Stock Options  granted  under this Plan be  consistent  with and
     contain or be deemed to contain all  provisions  required under Section 422
     and the  other  appropriate  provisions  of the Code  and any  implementing
     regulations  (and  any  successor   provisions   thereof),   and  that  any
     ambiguities  in  construction  shall be  interpreted in order to effectuate
     such intent.

          (h)  A  Purchased   Option  may  contain  such  additional  terms  not
     inconsistent with this Plan, including but not limited to the circumstances
     under which the purchase price of such Purchased  Option may be returned to
     the holder of the Purchased  Option,  as the Committee may determine in its
     sole discretion.

          (i) For  purposes of payments  made to exercise  Stock  Options,  such
     payment  shall be made in such form  (including,  but not limited to, cash,
     Common Shares,  the surrender of another  outstanding Award under this Plan
     or  any  combination  thereof)  as  the  Committee  may  determine  in  its
     discretion;  provided, however, that for purposes of making such payment in
     Common  Shares,  such shares  shall be valued at their Fair Market Value on
     the day of  exercise  and shall  have been  held by the  Participant  for a
     period of at least six (6) months.

     Section  7.  Stock  Appreciation  Rights.  The  Committee  may grant  Stock
Appreciation  Rights either alone,  or in conjunction  with  Associated  Awards,
either  at the time of grant or by  amendment  thereafter.  Each  Award of Stock
Appreciation  Rights  granted under this Plan shall be evidenced by an agreement
in such form as the Committee  shall  prescribe  from time to time in accordance
with this Plan and shall comply with the applicable terms and conditions of this
Section and this Plan, and with such other terms and conditions,  including, but
not limited to,  restrictions upon the Award of Stock Appreciation Rights or the
Common  Shares  issuable  upon  exercise  thereof,  as  the  Committee,  in  its
discretion, shall establish.

          (a) The  Committee  shall  determine the number of Common Shares to be
     subject to each Award of Stock Appreciation Rights. In the case of an Award
     of Stock  Appreciation  Rights  awarded in  conjunction  with an Associated
     Award, the number of Common Shares subject to an outstanding Award of Stock
     Appreciation  Rights may be reduced on an  appropriate  basis to the extent
     that the Associated Award has been exercised, paid to or otherwise received
     by the Participant, as determined by the Committee.

          (b) The Award of Stock Appreciation Rights shall not be exercisable:

               (i)  unless  the  Associated  Award,  if  any,  is  at  the  time
          exercisable;


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               (ii) if the  Associated  Award  is a Stock  Option  and the  Fair
          Market Value per share of the Common  Shares on the exercise date does
          not exceed the exercise price per share of such Stock Option; or

               (iii) if the  Associated  Award is an Incentive  Stock Option and
          the  exercise  of  the  Award  of  Stock  Appreciation   Rights  would
          disqualify the Incentive Stock Option as such under the Code.

          (c) The Committee  shall  determine in its  discretion  and specify in
     each agreement  embodying an Award of Stock Appreciation Rights the effect,
     if any, the termination of the Participant's employment with or performance
     of services for the Company shall have on the  exercisability  of the Award
     of Stock Appreciation Rights.

          (d) An Award of Stock Appreciation  Rights shall entitle the holder to
     exercise such Award or to surrender unexercised an Associated Award (or any
     portion of such  Associated  Award) to Kronos and to receive from Kronos in
     exchange thereof,  without payment to Kronos,  that number of Common Shares
     having an aggregate value equal to (or, in the discretion of the Committee,
     less than) the excess of the Fair Market Value of one share, at the time of
     such exercise,  over the exercise price, times the number of shares subject
     to the  Award or the  Associated  Award,  or  portion  thereof,  that is so
     exercised  or  surrendered,  as the case  may be.  The  Committee  shall be
     entitled in its discretion to elect to settle the obligation arising out of
     the exercise of a Stock  Appreciation Right by the payment of cash or Other
     Kronos Securities or property, or other forms of payment or any combination
     thereof,  as determined by the Committee,  equal to the aggregate  value of
     the Common  Shares it would  otherwise be  obligated  to deliver.  Any such
     election by the Committee  shall be made as soon as  practicable  after the
     receipt by the  Committee  of written  notice of the  exercise of the Stock
     Appreciation Right.

          (e) A Stock  Appreciation Right may provide that it shall be deemed to
     have been  exercised at the close of business on the business day preceding
     the expiration date of the Stock Appreciation Right or of the related Stock
     Option (or other Award),  or such other date as specified by the Committee,
     if at such time such Stock  Appreciation  Right has a positive value.  Such
     deemed  exercise  shall be settled or paid in the same  manner as a regular
     exercise thereof as provided in subsection 7(d) hereof.

     Section 8. Restricted  Stock.  The Committee may grant Awards of Restricted
Stock either alone, or in conjunction with Associated Awards, either at the time
of grant or by amendment  thereafter.  Each Award of Restricted Stock under this
Plan shall be  evidenced by an  agreement  in such form as the  Committee  shall
prescribe  from time to time in accordance  with this Plan and shall comply with
the applicable terms and conditions of this Section and this Plan, and with such
other terms and conditions as the Committee, in its discretion, shall establish.

          (a) The  Committee  shall  determine the number of Common Shares to be
     issued to a Participant  pursuant to the Award of Restricted Stock, and the
     extent,  if any, to which they shall be issued in exchange for cash,  other
     consideration, or both.

          (b)  Until  the  expiration  of such  period  as the  Committee  shall
     determine  from the date on which the Award is granted  and subject to such
     other  terms  and  conditions  as the  Committee  in its  discretion  shall
     establish  (the  "Restricted  Period"),  a Participant  to whom an Award of
     Restricted Stock is made shall be issued,  but shall not be entitled to the
     delivery of, a stock certificate  representing the Common Shares subject to
     such Award.

          (c) Unless otherwise determined by the Committee in its discretion,  a
     Participant  to whom an Award of  Restricted  Stock  has been made (and any
     person  succeeding to such a  participant's  rights  pursuant to this Plan)
     shall have, after issuance of a certificate for the number of Common Shares
     awarded and prior to the expiration of the Restricted Period,  ownership of
     such Common  Shares,  including the right to vote such Common Shares and to
     receive dividends or other  distributions made or paid with respect to such
     Common Shares (provided that such Common Shares, and any new, additional or
     different shares, or Other Kronos Securities or property, or other forms of

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     consideration  that the Participant may be entitled to receive with respect
     to such Common Shares as a result of a stock split,  stock  dividend or any
     other change in the  corporation or capital  structure of Kronos,  shall be
     subject to the  restrictions  hereinafter  described as  determined  by the
     Committee  in  its   discretion),   subject,   however,   to  the  options,
     restrictions and limitations imposed thereon pursuant to this Plan.

          (d) The Committee  shall  determine in its  discretion  and specify in
     each agreement  embodying an Award of Restricted Stock the effect,  if any,
     the  termination  of the  Participant's  employment  with or performance of
     services for the Company  during the  Restricted  Period shall have on such
     Award of Restricted Stock.

     Section  9.  Performance   Grants.   The  Committee  may  grant  Awards  of
Performance  Grants either alone,  or in  conjunction  with  Associated  Awards,
either  at the  time  of  grant  or by  amendment  thereafter.  The  Award  of a
Performance  Grant to a  Participant  will  entitle  him to receive a  specified
amount  determined  by the  Committee  (the  "Actual  Value"),  if the terms and
conditions specified in this Plan and in the Award are satisfied.  Each Award of
a Performance  Grant shall be subject to the applicable  terms and conditions of
this Section and this Plan,  and to such other terms and  conditions,  including
but not limited to, restrictions upon any Common Shares, Other Kronos Securities
or any combination thereof, issued with respect to the Performance Grant, as the
Committee,  in its  discretion,  shall  establish,  and shall be  embodied in an
agreement in such form and substance as is determined by the Committee.

          (a) The  Committee  shall  determine the value or range of values of a
     Performance  Grant to be awarded to each Participant  selected for an Award
     and whether or not such a Performance  Grant is granted in conjunction with
     an Associated  Award. As determined by the Committee,  the maximum value of
     each Performance  Grant (the "Maximum Value") shall be: (i) an amount fixed
     by the Committee at the time the Award is made or amended thereafter,  (ii)
     an amount  that  varies  from time to time based in whole or in part on the
     then current value of the Common Shares,  Other Kronos  Securities or other
     securities or property,  or any combination thereof or (iii) an amount that
     is  determinable  from  criteria  specified by the  Committee.  Performance
     Grants may be issued in different classes or series having different names,
     terms  and  conditions.  In the  case of a  Performance  Grant  awarded  in
     conjunction with an Associated  Award, the Performance Grant may be reduced
     on an appropriate  basis to the extent that the  Associated  Award has been
     exercised, paid to or otherwise received by the Participant,  as determined
     by the Committee.

          (b) The award period ("Award Period") related to any Performance Grant
     shall be a period  determined by the  Committee.  At the time each Award is
     made, the Committee shall establish  performance  objectives to be attained
     within the Award  Period as the means of  determining  the Actual  Value of
     such a Performance Grant. The performance objectives shall be based on such
     measure or  measures of  performance,  which may  include,  but need not be
     limited to, the performance of the Participant,  the Company or one or more
     of its divisions or units,  or any  combination  of the  foregoing,  as the
     Committee  shall  determine,  and may be applied on an absolute basis or be
     relative to  industry  or other  indices or any  combination  thereof.  The
     Actual  Value of a  Performance  Grant shall be equal to its Maximum  Value
     only if the performance  objectives are attained in full, but the Committee
     shall  specify the manner in which the Actual Value of  Performance  Grants
     shall be determined if the  performance  objectives  are met in part.  Such
     performance  measures,  the  Actual  Value  or the  Maximum  Value,  or any
     combination  thereof, may be adjusted in any manner by the Committee in its
     discretion  at any  time  and  from  time  to  time  during  or as  soon as
     practicable  after the Award Period, if it determines that such performance
     measures,  the  Actual  Value  or the  Maximum  Value,  or any  combination
     thereof, are not appropriate under the circumstances.

          (c) The Committee  shall  determine in its  discretion  and specify in
     each  agreement  embodying  a  Performance  Grant the effect,  if any,  the
     termination of the Participant's employment with or performance of services
     for the  Company  during the Award  Period  shall have on such  Performance
     Grant.

          (d)  The  Committee  shall  determine  whether  the  conditions  of  a
     Performance  Grant have been met and,  if so,  shall  ascertain  the Actual
     Value of the  Performance  Grant.  If the  Performance  Grant has no Actual
     Value,  the Award and such  Performance  Grant shall be deemed to have been
     canceled and the Associated  Award, if any, may be canceled or permitted to
     continue in effect in accordance with its terms.  If the Performance  Grant
     has any Actual Value and:

                                      -7-
<PAGE>

               (i) was not awarded in conjunction with an Associated  Award, the
          Committee  shall  cause an  amount  equal to the  Actual  Value of the
          Performance  Grant earned by the  Participant to be paid to him or his
          permitted assignee or Beneficiary; or

               (ii) was awarded in  conjunction  with an Associated  Award,  the
          Committee shall  determine,  in accordance with criteria  specified by
          the Committee (A) to cancel the  Performance  Grant, in which event no
          amount with respect  thereto shall be paid to the  Participant  or his
          permitted  assignee or  Beneficiary,  and the Associated  Award may be
          permitted to continue in effect in accordance  with its terms,  (B) to
          pay the Actual Value of the  Performance  Grant to the  Participant or
          his permitted  assignee or  Beneficiary  as provided  below,  in which
          event  the  Associated  Award  may  be  canceled  or (C) to pay to the
          Participant or his Beneficiary,  the Actual Value of only a portion of
          the  Performance  Grants,  in  which  event  all or a  portion  of the
          Associated  Award may be permitted to continue in effect in accordance
          with its terms or be canceled, as determined by the Committee.

     Such   determination  by  the  Committee  shall  be  made  as  promptly  as
practicable  following  the  end  of  the  Award  Period  or  upon  the  earlier
termination of employment or  performance of services,  or at such other time or
times as the Committee shall  determine,  and shall be made pursuant to criteria
specified by the Committee.

          (e) Payment of any amount with respect to the Performance  Grants that
     the Committee  determines to pay as provided  above shall be made by Kronos
     as promptly  as  practicable  after the end of the Award  Period or at such
     other time or times as the Committee  shall  determine,  and may be made in
     Common  Shares,  Other  Kronos  Securities  or any  combination  thereof as
     determined by the Committee in its discretion.  Notwithstanding anything in
     this  Section  to the  contrary,  the  Committee  may,  in its  discretion,
     determine  and pay out the Actual  Value of the  Performance  Grants at any
     time during the Award Period.

     Section 10. Deferral of Compensation. The Committee shall determine whether
or  not an  Award  shall  be  made  in  conjunction  with  the  deferral  of the
Participant's  salary, bonus or other compensation,  or any combination thereof,
and whether or not such deferred amounts may be:

          (a)  forfeited  to  the  Company  or  to  other  Participants  or  any
     combination  thereof,  under certain  circumstances (which may include, but
     need not be limited to,  certain  types of  termination  of  employment  or
     performance of services for the Company);

          (b) subject to increase or decrease in value based upon the attainment
     of or failure to attain, respectively, certain performance measures; and/or

          (c) credited with income equivalents (which may include,  but need not
     be limited to, interest, dividends or other rates of return) until the date
     or dates of payment of the Award, if any.

     Section 11. Deferred Payment of Awards.  The Committee may specify that the
payment of all or any portion of Common Shares,  Other Kronos  Securities or any
combination  thereof,  under an  Award  shall be  deferred  until a later  date.
Deferrals shall be for such periods or until the occurrence of such events,  and
upon such terms, as the Committee  shall  determine in its discretion.  Deferred
payments  of Awards  may be made by  undertaking  to make  payment in the future
based upon the performance of certain investment equivalents (which may include,
but  need  not be  limited  to,  government  securities,  Common  Shares,  other
securities,  property or consideration,  or any combination  thereof),  together
with such additional  amounts of income equivalents (which may be compounded and
may include,  but need not be limited to, interest,  dividends or other rates of
return or any combination thereof) as may accrue thereon until the date or dates
of payment,  such investment  equivalents and such additional  amounts of income
equivalents to be determined by the Committee in its discretion.

     Section  12.  Transferability  of Awards.  Except as may be approved by the
Committee,  a Participant's rights and interest under this Plan or any Award may
not be assigned or  transferred,  hypothecated or encumbered in whole or in part
either  directly or by operation  of law or otherwise  (except in the event of a

                                      -8-
<PAGE>
Participant's death), including, but not by way of limitation,  execution, levy,
garnishment,  attachment,  pledge,  bankruptcy or in any other manner; provided,
however, that any Incentive Stock Option granted pursuant to this Plan shall not
be transferable  other than by will or the laws of descent and  distribution and
shall be exercisable during the Participant's lifetime only by him.

     Section 13.  Amendment or Substitution of Awards under this Plan. The terms
of any outstanding Award under this Plan may be amended or modified from time to
time by the Committee in its discretion in any manner that it deems  appropriate
(including,  but not  limited  to,  acceleration  of the date of exercise of any
Award and/or  payments  thereunder) if the Committee could grant such amended or
modified  Award  under the terms of this Plan at the time of such  amendment  or
modification;  provided that no such amendment or  modification  shall adversely
affect in a material  manner any right of a Participant  under the Award without
his written  consent,  unless the Committee  determines in its  discretion  that
there  have  occurred  or  are  about  to  occur  significant   changes  in  the
Participant's  position,  duties or responsibilities,  or significant changes in
economic,  legislative,  regulatory,  tax, accounting or cost/benefit conditions
that are determined by the Committee in its discretion to have or to be expected
to  have  a  substantial  effect  on the  performance  of  the  Company,  or any
affiliate,  division or department  thereof,  on this Plan or on any Award under
this Plan. The Committee may, in its discretion,  permit holders of Awards under
this Plan to  surrender  outstanding  Awards in order to exercise or realize the
rights  under  other  Awards,  or in exchange  for the grant of new  Awards,  or
require  holders  of  Awards to  surrender  outstanding  Awards  as a  condition
precedent to the grant of new Awards under this Plan.

     Section 14. Termination of a Participant. For all purposes under this Plan,
the Committee  shall determine  whether a Participant has terminated  employment
with, or the  performance of services for, the Company;  provided,  however,  an
absence or leave approved by the Company,  to the extent permitted by applicable
provisions of the Code, shall not be considered an interruption of employment or
performance of services for any purpose under this Plan.

     Section 15. Dilution and Other  Adjustments.  In the event of any change in
the outstanding Common Shares by reason of any stock split, dividend,  split-up,
split-off, spin-off,  recapitalization,  merger, consolidation, rights offering,
reorganization,  combination  or exchange of shares,  a sale by Kronos of all or
substantially all of its assets,  any distribution to stockholders  other than a
normal cash dividend,  or other extraordinary or unusual event, if the Committee
shall  determine,  in its  discretion,  that such change  equitably  requires an
adjustment  in the terms of any Award or the number of Common  Shares  available
for Awards,  such  adjustment  may be made by the  Committee and shall be final,
conclusive  and binding  for all  purposes of this Plan.  Each  adjustment  made
pursuant to this Section shall be made with a view toward  preserving  the value
of the affected Award had prior to the event or transaction giving cause to such
adjustment.

     In the event of the proposed  dissolution  or  liquidation  of Kronos,  all
outstanding Awards shall terminate immediately prior to the consummation of such
proposed action,  unless otherwise provided by the Committee.  In the event of a
proposed sale of all or substantially  all of the assets of Kronos or the merger
of Kronos with or into another corporation,  all restrictions on any outstanding
Awards shall lapse and Participants shall be entitled to the full benefit of all
such Awards immediately prior to the closing date of such sale or merger, unless
otherwise provided by the Committee.

     Section 16.  Designation of Beneficiary by  Participant.  A Participant may
name a  beneficiary  to receive  any  payment to which he may be  entitled  with
respect to any Award  under  this Plan in the event of his  death,  on a written
form to be provided by and filed with the Committee,  and in a manner determined
by the Committee in its discretion (a "Beneficiary"). The Committee reserves the
right to review and approve Beneficiary  designations.  A Participant may change
his Beneficiary  from time to time in the same manner,  unless such  Participant
has made an irrevocable designation. Any designation of a Beneficiary under this
Plan (to the extent it is valid and enforceable  under  applicable law) shall be
controlling over any other disposition, testamentary or otherwise, as determined
by the Committee in its discretion.  If no designated  Beneficiary  survives the
Participant  and is living on the date on which any  amount  becomes  payable to
such a  Participant's  Beneficiary,  such  payment  will be  made  to the  legal
representatives of the Participant's  estate, and the term "Beneficiary" as used
in this Plan shall be deemed to include such person or persons. If there are any
questions  as to the legal right of any  Beneficiary  to receive a  distribution
under this Plan,  the Committee in its  discretion may determine that the amount
in  question  be  paid  to  the  legal  representatives  of  the  estate  of the
Participant,  in  which  event  the  Company,  the  Board,  the  Committee,  the
Designated Administrator (if any), and the members thereof, will have no further
liability to anyone with respect to such amount.

                                      -9-
<PAGE>

     Section 17. Miscellaneous Provisions.

          (a) Any proceeds from Awards shall constitute general funds of Kronos.

          (b) No fractional  shares may be delivered under an Award, but in lieu
     thereof  a cash or  other  adjustment  shall be made as  determined  by the
     Committee in its discretion.

          (c) No Eligible  Person or other  person shall have any claim or right
     to be  granted  an  Award  under  this  Plan.  Determinations  made  by the
     Committee  under this Plan need not be uniform and may be made  selectively
     among  Eligible  Persons  under  this Plan,  whether  or not such  Eligible
     Persons are  similarly  situated.  Neither  this Plan nor any action  taken
     hereunder  shall be construed  as giving any  Eligible  Person any right to
     continue to be employed by or perform  services  for the  Company,  and the
     right to terminate the employment of or performance of services by Eligible
     Persons at any time and for any reason is specifically reserved.

          (d) No  Participant  or other person shall have any right with respect
     to this Plan, the Common Shares reserved for issuance under this Plan or in
     any Award,  contingent  or otherwise,  until written  evidence of the Award
     shall have been  delivered to the recipient  and all the terms,  conditions
     and provisions of this Plan and the Award applicable to such recipient (and
     each person claiming under or through him) have been met.

          (e) No Common  Shares,  Other Kronos  Securities  or  property,  other
     securities or property or other forms of payment shall be issued  hereunder
     with respect to any Award unless counsel for Kronos shall be satisfied that
     such issuance will be in compliance  with applicable law and any applicable
     rules of any  stock  exchange  or other  market  quotation  system on which
     Common Shares are listed.

          (f) It is the intent of Kronos that this Plan  comply in all  respects
     with Rule  16b-3 and  Section  162(m)  with  respect  to Awards  granted to
     executive  officers of Kronos,  that any ambiguities or  inconsistencies in
     construction  of this Plan be  interpreted to give effect to such intention
     and that if any  provision  of this Plan is found  not to be in  compliance
     with Rule 16b-3 or Section 162(m),  such provision shall be deemed null and
     void with respect to Awards granted to executive  officers of Kronos to the
     extent required to permit such Awards to comply with Rule 16b-3 and Section
     162(m).  It is also the  intent  of Kronos  that  this  Plan  comply in all
     respects with the provisions of the Code providing  favorable  treatment to
     Incentive  Stock  Options,  that  any  ambiguities  or  inconsistencies  in
     construction  of this Plan be  interpreted to give effect to such intention
     and that if any  provision  of this Plan is found  not to be in  compliance
     with the  Incentive  Stock Option  provisions of the Code,  such  provision
     shall be deemed  null and void with  respect  to  Incentive  Stock  Options
     granted to employees  of the Company to the extent  required to permit such
     Incentive Stock Options to receive favorable treatment under the Code.

          (g) The Company  shall have the right to deduct from any payment  made
     under this Plan any federal,  state, local or foreign income or other taxes
     required by law to be withheld with respect to such payment.  It shall be a
     condition to the obligation of Kronos to issue Common Shares,  Other Kronos
     Securities or property,  other  securities  or property,  or other forms of
     payment, or any combination thereof,  upon exercise,  settlement or payment
     of any Award under this Plan,  that the  Participant (or any Beneficiary or
     person entitled to act) pay to Kronos,  upon its demand, such amount as may
     be required by the Company for the purpose of  satisfying  any liability to
     withhold  federal,  state,  local or foreign income or other taxes.  If the
     amount  requested is not paid,  Kronos may refuse to issue  Common  Shares,
     Other Kronos Securities or property, other securities or property, or other
     forms of payment, or any combination thereof.  Notwithstanding  anything in
     this Plan to the contrary, the Committee may, in its discretion,  permit an
     Eligible  Person (or any Beneficiary or person entitled to act) to elect to
     pay a portion or all of the amount  requested by the Company for such taxes
     with  respect  to such  Award,  at such  time  and in  such  manner  as the
     Committee shall deem to be appropriate  (including,  but not limited to, by
     authorizing  Kronos to  withhold,  or agreeing to surrender to Kronos on or
     about the date such tax liability is  determinable,  Common  Shares,  Other
     Kronos Securities or property, other securities or property, or other forms
     of payment, or any combination  thereof,  owned by such person or a portion
     of such forms of payment that would otherwise be distributed,  or have been
     distributed,  as the case may be,  pursuant  to such Award to such  person,
     having a Fair Market Value equal to the amount of such taxes).

                                      -10-
<PAGE>

          (h) The expenses of this Plan shall be borne by the Company; provided,
     however,  the Company may recover from a  Participant  or his  Beneficiary,
     heirs or assigns any and all damages,  fees, expenses and costs incurred by
     the Company  arising out of any actions taken by a Participant in breach of
     this Plan or any agreement evidencing such Participant's Award.

          (i) This Plan shall be unfunded.  The Company shall not be required to
     establish any special or separate fund or to make any other  segregation of
     assets to assure the  payment of any Award  under this Plan,  and rights to
     the payment of Awards shall be no greater than the rights of the  Company's
     general creditors.

          (j) By  accepting  any Award or other  benefit  under this Plan,  each
     Participant  and  each  person  claiming  under  or  through  him  shall be
     conclusively  deemed to have indicated his acceptance and  ratification of,
     and consent to, any action taken under this Plan by the Company, the Board,
     the Committee or the Designated Administrator (if applicable). The grant of
     any  Award to a  Participant  is not  evidence  of any  right to  continued
     employment or other relationship with the Company.

          (k) The  appropriate  officers of the Company  shall cause to be filed
     any reports, returns or other information regarding Awards hereunder of any
     Common Shares issued  pursuant  hereto as may be required by applicable law
     and any applicable  rules of any stock  exchange or other market  quotation
     system on which Common Shares are listed.

          (l) The validity,  construction,  interpretation,  administration  and
     effect of this Plan, and of its rules and regulations,  and rights relating
     to this Plan and to Awards  granted  under this Plan,  shall be governed by
     the  substantive  laws,  but not the choice of law  rules,  of the state of
     Delaware.

          (m) Records of the Company shall be conclusive  for all purposes under
     this Plan or any Award, unless determined by the Committee to be incorrect.

          (n) If any  provision  of this Plan or any Award is held to be illegal
     or invalid for any reason,  the  illegality or invalidity  shall not affect
     the  remaining  provisions  of this Plan or any Award,  but such  provision
     shall be fully severable,  and this Plan or Award, as applicable,  shall be
     construed  and  enforced as if the illegal or invalid  provision  had never
     been included in this Plan or Award, as applicable.

          (o) The terms of this Plan shall govern all Awards under this Plan and
     in no event  shall the  Committee  have the power to grant any Award  under
     this Plan that is contrary to any of the provisions of this Plan.

          (p) For purposes of interpretation of this Plan, the masculine pronoun
     includes  the  feminine  and the  singular  includes  the  plural  wherever
     appropriate.

     Section  18.  Plan  Amendment  or  Suspension.  This Plan may be amended or
suspended  in whole or in part at any time  from time to time by the  Board.  No
amendment of this Plan shall adversely  affect in a material manner any right of
any  Participant  with  respect to any Award  previously  granted  without  such
Participant's written consent, except as permitted under Section 13.

     Section 19. Plan Termination. This Plan shall terminate upon the earlier of
the following dates or events to occur:

          (a) upon the adoption of a resolution  of the Board  terminating  this
     Plan; or

          (b) the tenth  anniversary of the Effective Date;  provided,  however,
     that the Board may, prior to such date, extend the term of this Plan for an
     additional  period of up to five  years for the grant of Awards  other than
     Incentive Stock Options. No termination of this Plan shall materially alter
     or impair any of the  rights or  obligations  of any  person,  without  his
     consent,  under any Award previously  granted under this Plan,  except that
     subsequent to termination  of this Plan, the Committee may make  amendments
     or modifications permitted under Section 13.

                                      -11-
<PAGE>

     Section 20. Effective Date. This Plan shall be effective, and Awards may be
granted under this Plan, on or after the Effective Date;  provided,  however, if
this  Plan is not  approved  by at least a  majority  of the  votes  cast by the
stockholders of Kronos at a meeting of stockholders at which a quorum is present
within one year after the Effective Date then, in such event,  this Plan and all
Awards granted pursuant to this Plan shall be null and void.


ADOPTED BY THE BOARD:                                           October __, 2003
APPROVED BY THE SOLE STOCKHOLDERS:                              October __, 2003
EFFECTIVE DATE:                                                 October __, 2003

     EXECUTED to evidence this Kronos Worldwide,  Inc. 2003 Long-Term  Incentive
Plan adopted by the Board on October __, 2003 and the sole stockholder of Kronos
on October __, 2003.


                             KRONOS WORLDWIDE, INC.




                             By:
                                -----------------------------------------------
                                Robert D. Graham, Vice President,
                                General Counsel and Secretary






























                                      -12-