Intercorporate Services Agreement

                                     between

                               Contran Corporation

                                       and

                             Kronos Worldwide, Inc.


                           Dated as of January 1, 2004





                                TABLE OF CONTENTS
                                                                           Page

ARTICLE I.  AMENDS AND SUPERSEDES PRIOR AGREEMENT............................1


ARTICLE II.  RETENTION OF CONTRAN............................................1

         Section 2.1.  Performance of Services...............................1
         Section 2.2.  Director Services Not Included........................2
         Section 2.3.  Outside Services......................................2
         Section 2.4.  Disclaimer, Limited Liability; Indemnification........2

ARTICLE III.  COMPENSATION...................................................3

         Section 3.1.  Compensation for Services.............................3
         Section 3.2.  Out-of-Pocket Costs...................................3

ARTICLE IV.  CONFIDENTIALITY.................................................3

         Section 4.1.  Confidentiality.......................................3

ARTICLE V.  MISCELLANEOUS....................................................4

         Section 5.1.  Maintenance and Inspection of Records.................4
         Section 5.2.  Notices...............................................4
         Section 5.3.  Term; Renewal.........................................4
         Section 5.4.  Independent Contractor................................4
         Section 5.5.  Force Majeure.........................................4
         Section 5.6.  Entire Agreement......................................5
         Section 5.7.  Amendments............................................5
         Section 5.8.  Severability..........................................5
         Section 5.9.  Counterparts..........................................5
         Section 5.10.  Successors and Assigns...............................5
         Section 5.11.  Governing Law........................................5
         Section 5.12.  Submission to Jurisdiction; Service; Waivers.........5
         Section 5.13.  No Third-Party Beneficiaries.........................6
         Section 5.14.  Titles and Headings..................................6





                        INTERCORPORATE SERVICES AGREEMENT

     This  Intercorporate  Services  Agreement  ("Agreement")  is  entered  into
effective  as of  January  1,  2004  (the  "Effective  Date"),  between  Contran
Corporation,  a Delaware corporation ("Contran"),  and Kronos Worldwide, Inc., a
Delaware corporation ("Kronos Worldwide")

                                    Recitals

     A........Kronos Worldwide is an indirectly held subsidiary of Contran.

     B........Kronos  Worldwide  has and  will  have  the  need  for  executive,
          management,  financial, audit, accounting, tax, legal, insurance, risk
          management,    treasury,   aviation,   human   resources,   technical,
          consulting, administrative and other services as required from time to
          time  in  the   ordinary   course  of  Kronos   Worldwide's   business
          (collectively, the "Services"), but has determined that it is not cost
          effective  to  obtain  and  separately   maintain  the  infrastructure
          associated with the Services,  particularly  the costs associated with
          attracting and  maintaining on its payroll on a full time basis a full
          complement of skilled employees.

     C........Contran  is able and  willing to provide  the  Services  to Kronos
          Worldwide,  and  Kronos  Worldwide  desires  to engage  Contran  as an
          independent  contractor to provide the Services in accordance with the
          terms set forth in this Agreement.

                                    Agreement

     For  and in  consideration  of the  mutual  promises,  representations  and
covenants contained in this Agreement, the parties agree as follows.

                                   ARTICLE I.
                      AMENDS AND SUPERSEDES PRIOR AGREEMENT

     This  Agreement   amends  and  supersedes  in  its  entirety  that  certain
Intercorporate  Services  Agreement  effective  as of  November  6,  2003 by and
between Contran and Kronos Worldwide.

                                   ARTICLE II.
                              RETENTION OF CONTRAN

         Section 2.1.  Performance of Services.

               (a)  Kronos  Worldwide  hereby  engages  and  retains  Contran to
          perform the Services and Contran  hereby accepts and agrees to provide
          such Services to Kronos  Worldwide  upon the terms and  conditions set
          forth in this  Agreement.  All  Services  to be  provided  by  Contran
          hereunder shall be performed at the request and under the direction of
          Kronos  Worldwide,  and  Contran  shall  not  have  any  power  to act
          independently on behalf of Kronos Worldwide other than as specifically
          authorized  under  this  Agreement  or from  time  to  time by  Kronos
          Worldwide.  Contran shall provide  Services in connection with routine
          functions related to the ongoing ordinary course of Kronos Worldwide's
          business.  The  Services  rendered in  connection  with the conduct of
          Kronos  Worldwide's  business  will  be on a  scale  compared  to that
          existing  on the  effective  date  of  this  Agreement,  adjusted  for
          internal corporate growth or contraction,  but not for major corporate
          acquisitions or divestitures,  and that adjustments may be required to
          the  terms of this  Agreement  in the  event of such  major  corporate
          acquisitions, divestitures or special projects.

               (b) Contran shall  determine the corporate  facilities to be used
          in rendering  the Services  and the  individuals  who will render such
          Services.

               (c)  Contran  will use  reasonable  efforts to make the  Services
          available with  substantially the same degree of care as it employs in
          making similar services available for its own operations.

               (d) Those  employees  or agents of Contran  who  perform  similar
          services for Contran or for other affiliates of Contran, or both, will
          perform the Services.

               (e) Nothing  herein  shall be deemed to restrict  either party or
          its  directors,  officers,  employees  or agents from  engaging in any
          business, or from contracting with other parties,  including,  without
          limitation,  other  affiliates  of Contran,  for similar or  different
          services.

          Section  2.2.  Director  Services  Not  Included.  The Services do not
          include any services  that  employees of Contran may provide to Kronos
          Worldwide  in their  roles as members of Kronos  Worldwide's  board of
          directors or any other activity related to such board of directors.

          Section 2.3. Outside Services.  Kronos Worldwide will continue to bear
          all other costs  required  for  outside  services  including,  but not
          limited to, the outside  services of  attorneys,  auditors,  trustees,
          consultants,  transfer  agents  and  registrars,  and it is  expressly
          understood  that  Contran  assumes no  liability  for any  expenses or
          services other than those stated in this Article.

          Section 2.4. Disclaimer, Limited Liability; Indemnification.

               (a) Except as expressly  provided  elsewhere  in this  Agreement,
          Contran  makes no express or implied  representations,  warranties  or
          guarantees  relating to the  Services or the quality or results of the
          Services to be performed under this Agreement.

               (b) Contran, its directors, officers, employees,  stockholders or
          agents  shall not be liable to Kronos  Worldwide  or any third  party,
          including any governmental  agency, for any claims,  demands,  losses,
          liabilities,  damages,  costs or expenses,  including  attorneys'  and
          expert witness fees,  arising from or in connection with the Services,
          other  than  those  arising  from  or in  connection  with  the  gross
          negligence  or  willful   misconduct  of  Contran  or  its  directors,
          officers,  employees,   stockholders  or  agents  (collectively,   "No
          Liability Claims").

               (c) Kronos  Worldwide  assumes all  liability  for, and agrees to
          defend,  indemnify  and hold Contran  harmless from and against all No
          Liability  Claims.  Kronos  Worldwide  assumes all liability  for, and
          agrees to defend,  indemnify and hold Contran's  directors,  officers,
          employees,  stockholders or agents harmless from, No Liability  Claims
          to the same extent that Contran  could assume such  liability  for, or
          defend,  indemnify and hold  harmless,  such entity or person.  Kronos
          Worldwide shall promptly  advance  expenses as incurred by Contran its
          directors,  officers, employees,  stockholders or agents in connection
          with Kronos Worldwide's obligations under this Section.

                                  ARTICLE III.
                                  COMPENSATION

         Section 3.1.  Compensation for Services.

               (a) Contran  and Kronos  Worldwide  shall agree on the  aggregate
          annual amount that Kronos Worldwide shall pay Contran for the Services
          for a particular year.

               (b)  Kronos  Worldwide  shall pay to  Contran  one  fourth of the
          annual amount in advance  quarterly  around the first  business day of
          each quarter.

               (c) From time to time upon a change to the  annual  amount  for a
          particular year,  Contran or Kronos  Worldwide,  as applicable,  shall
          promptly make appropriate  payments to the other party to reflect such
          change.

               (d) All charges from Contran to Kronos  Worldwide are intended to
          be  equal to the  actual  cost of such  expenses  without  premium  or
          mark-up to Contran.

               Section 3.2.  Out-of-Pocket Costs. In addition to the fee paid to
          Contran by Kronos  Worldwide for the Services,  Kronos  Worldwide will
          promptly pay to Contran the amount of out-of-pocket  costs incurred by
          Contran in rendering such Services.

                                   ARTICLE IV.
                                 CONFIDENTIALITY

               Section  4.1.  Confidentiality.  Each party  shall hold and shall
          cause its directors,  officers,  employees,  agents,  consultants  and
          advisors   ("Representatives")   to  hold  in  strict  confidence  all
          information  concerning  the  other  party  unless  (i) such  party is
          compelled to disclose such  information by judicial or  administrative
          process or, in the opinion of its counsel,  by other  requirements  of
          law or (ii)  such  information  can be shown  to have  been (A) in the
          public domain through no fault of such party or (B) lawfully  acquired
          on a non-confidential  basis from other sources.  Notwithstanding  the
          foregoing,   such  party  may  disclose   such   information   to  its
          Representatives  so long as such persons are informed by such party of
          the  confidential  nature of such information and are directed by such
          party to treat such information  confidentially.  If such party or any
          of its  Representatives  becomes  legally  compelled  to disclose  any
          documents  or  information  subject to this  Section,  such party will
          promptly  notify  the other  party so that the other  party may seek a
          protective order or other remedy or waive such party's compliance with
          this Section.  If no such protective order or other remedy is obtained
          or waiver  granted,  such party will  furnish only that portion of the
          information that it is advised by counsel is legally required and will
          exercise its  reasonable  efforts to obtain  adequate  assurance  that
          confidential  treatment will be accorded such information.  Such party
          agrees to be responsible  for any breach of this Section by it and its
          Representatives.

                                   ARTICLE V.
                                  MISCELLANEOUS

               Section 5.1. Maintenance and Inspection of Records. Contran shall
          keep accurate  books,  accounts and records  regarding the Services as
          may be  reasonably  necessary for purposes of this  Agreement.  Kronos
          Worldwide  shall be  permitted  to inspect  such books,  accounts  and
          records at any reasonable time.

               Section  5.2.  Notices.  All  notices  and  other  communications
          hereunder  shall be in  writing,  and  shall be  delivered  by hand or
          mailed by registered or certified mail (return  receipt  requested) or
          transmitted by facsimile to the parties at the following addresses (or
          at such  other  addresses  for a party as shall be  specified  by like
          notice) and shall be deemed  given on the date on which such notice is
          received:

                If to Contran:              Contran Corporation.
                                            Three Lincoln Centre
                                            5430 LBJ Freeway, Suite 1700
                                            Dallas, Texas   75240-2697
                                            Attention:  General Counsel
                                            Phone:  972.450.4251
                                            Fax:  972.448.1445

                If to Kronos Worldwide:     Kronos Worldwide, Inc.
                                            Three Lincoln Centre
                                            5430 LBJ Freeway, Suite 1700
                                            Dallas, Texas   75240-2697
                                            Attention:  General Counsel
                                            Phone:  972.450.4251
                                            Fax:  972.448.1445

               Section 5.3.  Term;  Renewal.  The initial term of this Agreement
          shall  commence as of the Effective Date and end on December 31, 2004,
          but shall be automatically renewed on a quarter-to-quarter basis after
          the  expiration of the initial term.  Either party may terminate  this
          Agreement by giving  written  notice of termination to the other party
          not less than  thirty  (30) days in  advance  of the first day of each
          successive  quarter.  In addition,  in the event of a material default
          hereunder by a party,  the  non-defaulting  party may  terminate  this
          Agreement  upon thirty (30) days prior written  notice if such default
          remains  uncured and is continuing  for twenty (20) days after receipt
          by the defaulting party of such written notice of intent to terminate.
          A final  accounting  and  payment  by one  party  to the  other of all
          amounts  payable  hereunder shall be made pursuant to the terms hereof
          within thirty (30) days following such termination.

               Section  5.4.  Independent   Contractor.   Contran  shall  be  an
          independent  contractor  and not an  employee  of, or partner or joint
          venturer with, Kronos Worldwide.

               Section 5.5. Force Majeure.  No party shall be in default of this
          Agreement  or liable to the other  party for any delay or  default  in
          performance where occasioned by any cause of any kind or extent beyond
          its control,  including but not limited to, armed conflict or economic
          dislocation  resulting therefrom;  embargoes;  shortages of labor, raw
          materials,    production    facilities   or   transportation;    labor
          difficulties;  civil  disorders  of any  kind;  action of any civil or
          military authorities (including,  priorities and allocations);  fires;
          floods and accidents.  The dates on which the obligations of the party
          are to be  fulfilled  shall be extended for a period equal to the time
          lost by reason of any delay arising, directly or indirectly from:

               (a)  Any of the foregoing causes, or

               (b)  Inability  of a party,  as a result  of  causes  beyond  its
          reasonable  control,  to obtain  instruction or  information  from the
          other party in time to perform its obligations by such dates.

               Section 5.6.  Entire  Agreement.  This Agreement  constitutes the
          entire  understanding  between the parties with respect to the subject
          matter  hereof and all prior  agreements  or  understandings  shall be
          deemed  merged   herein.   No   representations,   warranties  and  if
          certifications, express or implied, shall exist as between the parties
          except as stated herein.

               Section 5.7. Amendments. No amendments,  waivers or modifications
          hereof  shall be made or deemed to have been made  unless in  writing,
          executed by the party to be bound thereby.

               Section 5.8. Severability.  If any provision in this Agreement or
          the application of such provision to any person or circumstance  shall
          be invalid, illegal or unenforceable,  the remainder of this Agreement
          or the application of such provision to persons or circumstances other
          than those to which it is held invalid, illegal or unenforceable shall
          not be affected thereby.

               Section 5.9. Counterparts.  This Agreement may be executed in any
          number of counterparts, each of which when so executed shall be deemed
          to be  an  original  and  all  of  which  when  taken  together  shall
          constitute this Agreement.

               Section 5.10. Successors and Assigns. This Agreement shall not be
          assignable,  in whole or in part, directly or indirectly, by any party
          hereto  without the prior  written  consent of the other party hereto,
          and any  attempt to assign any rights or  obligations  arising,  under
          this  Agreement  without such consent  shall be void.  This  Agreement
          shall be binding,  upon and inure to the benefit of the parties hereto
          and their respective successors and permitted assigns.

               Section 5.11.  Governing Law. This Agreement shall be governed by
          and  construed in  accordance  with the domestic  laws of the state of
          Texas,  without  giving effect to any choice of law or conflict of law
          provision  or  rule  (whether  of the  state  of  Texas  or any  other
          jurisdiction)  that  would  cause the  application  of the laws of any
          jurisdiction other than the state of Texas.

               Section 5.12. Submission to Jurisdiction;  Service; Waivers. WITH
          RESPECT TO ANY CLAIM  ARISING  OUT OF THIS  AGREEMENT,  EACH PARTY (A)
          IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY,  TO THE JURISDICTION
          OF THE FEDERAL OR STATE  COURTS  LOCATED IN DALLAS  COUNTY,  TEXAS (B)
          AGREES THAT THE VENUE FOR ANY SUIT,  ACTION OR PROCEEDING  ARISING OUT
          OF OR RELATING TO THIS  AGREEMENT  SHALL BE  EXCLUSIVE TO SUCH COURTS,
          AND (C)  IRREVOCABLY  WAIVES ANY  OBJECTION IT MAY HAVE AT ANY TIME TO
          THE LAYING OF VENUE OF ANY SUIT,  ACTION OR PROCEEDING  ARISING OUT OF
          OR RELATING TO THIS AGREEMENT  BROUGHT IN ANY SUCH COURT,  IRREVOCABLY
          WAIVES ANY CLAIM THAT ANY SUCH SUIT,  ACTION OR PROCEEDING  BROUGHT IN
          ANY SUCH COURT HAS BEEN BROUGHT IN AN  INCONVENIENT  FORUM AND FURTHER
          IRREVOCABLY  WAIVES THE RIGHT TO OBJECT,  WITH  RESPECT TO SUCH CLAIM,
          SUIT,  ACTION OR PROCEEDING  BROUGHT IN ANY SUCH COURT THAT SUCH COURT
          DOES NOT HAVE  JURISDICTION  OVER IT.  EACH PARTY  HEREBY  IRREVOCABLY
          CONSENTS  TO THE  SERVICE  OF  PROCESS  IN ANY SUCH  SUIT,  ACTION  OR
          PROCEEDING IN ANY OF THE AFORESAID  COURTS BY THE MAILING OF COPIES OF
          SUCH  PROCESS TO THE PARTY,  BY CERTIFIED  OR  REGISTERED  MAIL AT THE
          ADDRESS SPECIFIED IN SECTION 5.2.

               Section 5.13. No  Third-Party  Beneficiaries.  This  Agreement is
          solely for the benefit of the parties  hereto and should not be deemed
          to  confer  upon  third   parties  any   remedy,   claim,   liability,
          reimbursement,  claim of  action  or other  right in  excess  of those
          existing without reference to this Agreement.

               Section  5.14.  Titles  and  Headings.  Titles  and  headings  to
          sections herein are inserted for convenience of reference only and are
          not   intended   to  be  a  part  of  or  to  affect  the  meaning  or
          interpretation of this Agreement.

               Executed as of the Effective Date.

                                      Contran Corporation




                                      By:
                                           Bobby D. O'Brien, Vice President

                                      Kronos Worldwide, Inc.




                                      By:
                                           Robert D. Graham, Vice President