AGREEMENT AND GENERAL RELEASE

     This Agreement and General Release (this "Agreement") is entered into as of
the  date of the last  signature  affixed  to this  Agreement  between  Brent A.
Hagenbuch  ("Employee")  and COMPX  INTERNATIONAL  INC., a Delaware  corporation
("CompX"),  for itself and on behalf of its parent,  subsidiary or other related
or  affiliated  entities  or persons  (including,  without  limitation,  Contran
Corporation  and the  Harold  C.  Simmons  Family  Trusts)  and  such  entities'
predecessors,   successors,  assigns,  officers,  directors,  partners,  agents,
employees, trustees, insurers and attorneys, past and present (hereinafter CompX
and all such entities and persons other than Employee are collectively  referred
to as the "Company").

                                    Recitals

     A. Employee is an employee at will of CompX.

     B.  Employee  resigned as president  and chief  executive  officer of CompX
effective May 22, 2002 (the "Resignation Date").

     C. In exchange for a general  release  from  Employee of any and all claims
against the Company,  CompX has agreed,  among other things,  to employ Employee
through  the  earlier of (i)  November  30,  2002 and four  additional  weeks of
accrued vacation, which period shall terminate on December 27, 2002 (the "Salary
Payment  Date") or (ii) such time as Employee  terminates  his  employment  with
CompX  upon  notice to CompX,  in which  event  CompX will pay  Employee  in one
lump-sum his unpaid salary as if he had been employed through the Salary Payment
Date (the "Lump Sum  Payment").  The  earlier of  December  27, 2002 or the date
Employee  terminates his employment by notice to CompX shall be the  termination
date of Employee's employment with CompX (the "Termination Date").

     D. Employee has been given at least 21 days to consider this  Agreement and
has been  advised and  encouraged  by receipt of this writing to consult with an
attorney prior to executing this Agreement.

     E. This  Agreement  will not  become  effective  or  enforceable  until the
expiration of seven days following its execution and during such period Employee
may revoke the Agreement if he so desires.

                                    Agreement

     NOW,  THEREFORE,  IT IS AGREED, in consideration of the mutual undertakings
of the parties hereto, as follows:

          Section 1. Recitals. The foregoing recitals are expressly incorporated
     herein and made a part hereof.

          Section 2. Amount of  Consideration.  Upon  satisfying  the  following
     conditions:

               (i) Employee executes this Agreement;

               (ii) Employee executes the NOTICE OF RIGHTS and ACKNOWLEDGMENT OF
          RECEIPT substantially in the form attached to this Agreement;

               (iii)  Employee  executes  the  REAFFIRMATION  OF  AGREEMENT  AND
          GENERAL RELEASE  substantially  in the form attached to this Agreement
          (the "Reaffirmation"); and

               (iv) Employee executes a written  resignation letter addressed to
          the board of directors of CompX  stating that he resigns all director,
          officer and all other elected or appointed  positions of CompX and its
          subsidiaries effective as of the Resignation Date;

CompX  shall  employ  Employee at his  current  base  salary  rate with  medical
benefits  until the earlier of (i) the Salary  Payment Date or (ii) such time as
Employee  terminates  his employment  with CompX upon notice to CompX,  in which
event and as soon thereafter as reasonably  practicable  CompX will pay Employee
the  Lump-Sum  Payment.  In any event,  Employee's  employment  with CompX shall
terminate,  unless terminated  earlier pursuant to Section 6, on the Termination
Date.  CompX  shall not be  obligated  to pay  Employee  any  salary or  medical
benefits for periods  subsequent to the Resignation Date in excess of Employee's
accrued vacation as of the Resignation Date until Employee has satisfied all the
conditions set forth in this Section.

     Section 3. 2002 Bonus and Profit-Sharing;  Stock Options. Employee will not
receive any bonuses or profit-sharing  benefits for 2002 from the Company. CompX
acknowledges  that Employee  currently  has the vested right to purchase  10,000
shares of CompX class A common stock, par value $0.01 per share ("Class A Common
Stock"),  at $12.06 per share pursuant to an Employee  Nonqualified Stock Option
Agreement  dated as of January 17, 2001 between  CompX and Employee  (the "Stock
Option  Agreement")  issued under the CompX  International  Inc. 1997  Long-Term
Incentive Plan.  Employee  waives his right under the Stock Option  Agreement to
purchase  any shares of Class A Common  Stock  that vest  after the  Resignation
Date.  Employee  agrees that he will only be able to purchase  10,000  shares of
Class A Common  Stock under the Stock Option  Agreement  until 90 days after his
employment with CompX terminates.

     Section 4.  Employee's  Authority  After the  Resignation  Date.  After the
Resignation  Date,  Employee  shall be deemed an  active  employee  of CompX for
welfare benefit plan purposes but shall take no action on behalf of the Company,
or represent to others that he has the authority to do so. Except as provided in
Section  8,  Employee  has no duty,  nor is he  expected,  to appear at  CompX's
offices or facilities.  Any breach by Employee of this Section shall be deemed a
material breach of this Agreement.

     Section  5.  General  Release.  Employee  agrees to the  following  General
Release (the "General Release"):

               FOR VALUE  RECEIVED,  the  adequacy and  sufficiency  of which is
          hereby  acknowledged,  Employee,  on behalf of himself  and his heirs,
          executors,   attorneys,   administrators,   successors   and   assigns
          (hereinafter  referred  to as  "Releaser")  hereby  fully and  forever
          releases and discharges the Company from any and all claims,  demands,
          liens,  agreements,  contracts,  covenants,  actions, suits, causes of
          action, obligations,  controversies, debts, costs, expenses (including
          but not limited to attorneys' fees and expenses),  damages, judgments,
          orders and  liabilities of whatever kind or nature,  in law or equity,
          by statute  or  otherwise,  whether  now known or  unknown,  vested or
          contingent,  suspected or unsuspected, and whether or not concealed or
          hidden,  that  have  existed  or may have  existed,  or that do exist,
          including all claims arising in any manner  relating to his employment
          with the Company.  This General Release shall include,  without in any
          way limiting the  generality  of the foregoing  language,  any and all
          claims  of   employment   discrimination   under  the  United   States
          Constitution,  the  Constitution  of  the  state  of  Texas,  the  Age
          Discrimination in Employment Act, Title VII of the Civil Rights Act of
          1964, as amended,  the Civil Rights Act of 1991, 42 U.S.C.  1981,  the
          Americans  with  Disabilities  Act, the Fair Labor  Standards Act, the
          Equal Pay Act, the Worker Adjustment and Retraining  Notification Act,
          the Employee  Retirement  Income  Security Act, the Family and Medical
          Leave Act,  the Texas  Commission  on Human  Rights  Act, or under any
          other  applicable  federal,  state or local laws,  ordinances or legal
          restrictions on the Company's rights.

               Unless otherwise  provided in this Agreement,  payment under this
          Agreement  shall not alter or change the rights that the  Employee has
          to  benefits  accrued  as of his  termination  date  under  the  CompX
          Contributory  Retirement Plan, the CompX Capital  Accumulation Pension
          Plan, the CompX  International  Inc. 1997 Long-Term  Incentive Plan or
          pursuant to any agreement of limited liability or any  indemnification
          available  to Releaser as a director or officer of CompX or any of its
          subsidiaries,   whether   set  forth  in  such   applicable   entity's
          certificate  of  incorporation,  bylaws,  resolutions  of the board of
          directors or otherwise.  Unless otherwise  provided in this Agreement,
          Employee's rights under these plans shall continue to be controlled by
          the respective  plan documents and the  consideration  paid under this
          Agreement shall not be included as compensation  for benefit  purposes
          under these plans.  Also, this Agreement shall not increase,  decrease
          or otherwise  affect  Releaser's  right to medical coverage during his
          term of employment or thereafter at Releaser's expense under COBRA.

               It is the intention of Releaser in executing this General Release
          that it shall be effective  as a bar to each and every  claim,  demand
          and cause of action  of  whatever  kind or  character  whether  or not
          hereinabove  mentioned or implied;  and the Releaser hereby  knowingly
          and  voluntarily  waives  any and all rights  and  benefits.  Releaser
          expressly consents that this General Release shall be given full force
          and  effect  according  to  each  and  all of its  express  terms  and
          provisions,  including  those  relating  to  unknown  and  unsuspected
          claims,  demands,  charges and causes of action  (notwithstanding  any
          state statute that  expressly  limits the  effectiveness  of a general
          release of unknown,  unsuspected and unanticipated claims), if any, as
          well as those  relating  to any other  claims,  demands  and causes of
          action  hereinabove  mentioned or implied.  Releaser  acknowledges and
          agrees  that this waiver is an  essential  and  material  term of this
          General  Release and without such waiver this Agreement would not have
          been entered into.

               Releaser  understands and agrees that this General Release is not
          intended  to be and shall not be deemed,  construed  or treated in any
          respect as an  admission  of liability by any person or entity for any
          purpose.

               Releaser  further  acknowledges  that he has  entered  into  this
          General Release freely and without coercion,  that he has been advised
          and encouraged in writing to consult with counsel and has been offered
          a period  of time of at least 21 days to  consider  the  terms of this
          General Release.  Releaser understands that he has seven days from the
          date this  General  Release is executed to revoke this  Agreement  and
          until the  expiration  of this  seven-day  period the General  Release
          shall not be effective or enforceable.

     Section 4. Contest, Grievance,  Earlier Termination and Liquidated Damages.
In the event Employee (i) contests the effectiveness of the General Release in a
proceeding  before a court of law, (ii) pursues a claim or grievance  arising on
or  before  the  effectiveness  of  this  Agreement  against  the  Company  in a
proceeding  before a court of law or (iii)  pursues a damage award arising on or
before  the  effectiveness  of this  Agreement  against  the  Company  before an
administrative official or agency of an applicable  governmental authority,  ten
days prior to instituting  any such proceeding or claim,  Employee's  employment
with CompX shall  immediately  terminate and Employee shall pay CompX a lump sum
as  liquidated  damages  equal to the  aggregate  salary CompX paid Employee for
periods  subsequent to the Resignation  Date plus lawful interest on such salary
from the time of each  applicable  pay  period at the lesser of 10% per annum or
the maximum lawful rate (the "Liquidated Damages").  If Employee fails to comply
with this Section, Employee agrees that CompX may seek injunctive relief for the
specific  performance of this Section and in the event that specific performance
is not obtained any damages that Employee may be entitled to as a result of such
proceeding shall be reduced by the amount of the Liquidated Damages. The General
Release provided in Section 5 shall remain effective against Employee whether or
not Employee pays the Liquidated Damages to CompX.

     Section 7. Return of Company  Property.  Upon execution of this  Agreement,
Employee  further  agrees to return  and leave in the  custody  of CompX all the
Company's  documents and property  except (i) for routine expense reports needed
for income tax return preparation,  insurance policies, claim forms and the like
and (ii) with respect to CompX  equipment (such as computers,  cellular  phones,
pagers,  personal digital assistants and the like) in Employee's possession that
Employee would like to keep,  Employee  agrees to reimburse CompX for the agreed
upon  value of such  equipment  within 10 days of  Employee's  execution  of the
Reaffirmation.

     Section 8. Cooperation in Legal Matters.  Employee acknowledges that in the
course of his  employment  with CompX,  he has gained  knowledge and  experience
and/or was a witness to events and circumstances that may arise in the Company's
defense or prosecution of subsequent  proceedings.  Employee agrees to cooperate
fully  and  truthfully  with  the  Company  and to  appear  upon  the  Company's
reasonable  request and expense as a witness  and/or  consultant in defending or
prosecuting  claims of all kinds,  including but not limited to any  litigation,
administrative actions or arbitrations.

     Section 9.  Attorney  Fees for  Successful  Party.  The parties  agree that
should  one  party sue the other  party  for a breach of any  provision  of this
Agreement,  the  prevailing  party shall be  entitled to recover its  reasonable
attorney's  fees and costs of court if it is  successful  in  obtaining  a final
judgment against the other party. The parties hereby agree that each party shall
have the right to sue for specific performance of this Agreement and declaratory
and injunctive relief.

     Section 10. Binding Effect.  This Agreement shall be binding upon and inure
to the  benefit  of  each  of the  parties  hereto  and  the  heirs,  executors,
administrators, successors and assigns of each of the parties, as applicable.


<PAGE>

     Section 11. Nondisclosure.  Employee shall refrain from all conduct, verbal
or otherwise,  that would damage the Company's reputation,  goodwill or standing
in the community or among its employees. Employee further agrees not to disclose
any privileged or proprietary  information  concerning the Company's operations,
except as may be required by  governmental  or  judicial  authorities.  Under no
circumstances is Employee  allowed to utilize  information from Company files or
electronic equipment to disclose, or allow to be obtained or disclosed,  through
the  use  of  agents  or  any  third  party  information  in  oral,  written  or
computerized data form, about such things as payroll information of any type, or
the  names,  addresses  or  telephone  numbers  of  Company  personnel,  or  any
non-public financial information about the Company, except as may be required by
governmental or judicial  authorities.  Employee  further agrees not to disclose
any  information  relating to the terms or  existence  of this  Agreement to any
other person or  organization,  including  but not limited to past,  present and
future  employees of the Company,  except as may be required by  governmental or
judicial authorities.

     Section  12.  No  Other  Agreement.  This  Agreement  contains  the  entire
agreement  between the parties with respect to the subject matter hereof and the
parties acknowledge that there are no warranties, promises or representations of
any kind,  express or implied,  upon which the  parties  have relied in entering
into this Agreement.  The terms and conditions of this Agreement are contractual
and not a mere  recital.  No part of this  Agreement  may be  changed  except in
writing executed by the parties.

     Section  13.   Governing  Law.  This  Agreement  shall  be  interpreted  in
accordance  with  the  laws of the  state  of  Texas.  Whenever  possible,  each
provision  of this  Agreement  shall be  interpreted  in such a manner  as to be
effective and valid under applicable law, but if any provision of this Agreement
shall  be held  to be  prohibited  by or  invalid  under  applicable  law,  such
provision  shall  be  ineffective  only to the  extent  of such  prohibition  or
invalidity,  without  invalidating  or  affecting in any manner  whatsoever  the
remainder of such provision or the remaining provisions

     Section 14. Notice and Tenders. Any notice,  request or other communication
hereunder  to a party shall be in writing  and all notices and tenders  shall be
delivered or sent by postage  prepaid  first class mail or overnight  courier to
the  address of the party  appearing  beneath  such  party's  signature  to this
Agreement  or such  other  address  as such  party may  notify  the other  party
pursuant to this Section.

     Section 15.  Counterparts.  This Agreement may be executed in any number of
counterparts.


<PAGE>


     IN WITNESS  WHEREOF,  the parties have executed this  Agreement and General
Release effective as of the date of the last signature affixed below.

                          READ CAREFULLY BEFORE SIGNING

     I have read this Agreement and General Release and have had the opportunity
to consult  legal  counsel  prior to my signing of this  Agreement  and  General
Release.  I understand  that by executing this  Agreement and General  Release I
will relinquish any right or demand I may have against the Company.

Date:  June 18, 2002



                               /s/ Brent A. Hagenbuch
                            By:---------------------------------------
                               Brent A. Hagenbuch

                               Address:   5423 Harbor Town
                                          Dallas, Texas   75287

                               Telephone No.:  972.380.4135

                               Social Security No.:  XXX-XX-XXXX

Date:  June 17, 2002           COMPX INTERNATIONAL INC.



                                  /s/Glenn R. Simmons
                               By:-----------------------------------
                                  Glenn R. Simmons, Chairman of the Board

                               Address:   Three Lincoln Centre
                                          5430 LBJ Freeway, Suite 1700
                                          Dallas, Texas   75240-2697

                               Telephone No.:  972.448.1400


<PAGE>


                                NOTICE OF RIGHTS


     Attached  hereto you will find a proposed  AGREEMENT  AND  GENERAL  RELEASE
("Agreement")  with respect to your termination from employment.  It is required
by law that you be given at least  twenty-one (21) days from the date of receipt
of the proposed  Agreement within which to consider its terms. It is recommended
that you consult  with an attorney  regarding  your legal rights with respect to
the Agreement during this 21-day period.

                            ACKNOWLEDGMENT OF RECEIPT

     I  acknowledge  that  I  received  a copy  of  CompX  International  Inc.'s
AGREEMENT AND GENERAL RELEASE by 10:00 a.m. (Dallas, Texas time) the 18th day of
June, 2002.




                                        /s/ Brent A. Hagenbuch
                                        ------------------------------------
                                        Brent A. Hagenbuch


<PAGE>


                 REAFFIRMATION OF AGREEMENT AND GENERAL RELEASE
          [to be signed at the conclusion of the 7 day waiting period]


     I, Brent A. Hagenbuch,  acknowledge that I signed the AGREEMENT AND GENERAL
RELEASE  ("Agreement")  with CompX  International Inc. and that during the seven
(7) day period  immediately  following my execution of the Agreement,  I had the
right to revoke the Agreement at any time. By executing  the  Agreement,  I also
understand that I agreed that I would receive no benefits  thereunder unless and
until I executed this Reaffirmation.

     By executing  this  Reaffirmation,  I now affirm and attest that I (a) have
not heretofore,  or contemporaneously  with the execution of this Reaffirmation,
revoked,  or  attempted  to  revoke  the  Agreement,  either  by notice to CompX
International  Inc., or otherwise,  and (b) am now, by virtue of my execution of
this  Reaffirmation,  on or after  seven  (7) days  after the  execution  of the
Agreement, fully bound by all of the terms and conditions of the Agreement.

     EXECUTED in Dallas, Texas on June 25, 2002.




                                        /s/ Brent A. Hagenbuch
                                        -------------------------------------
                                        Brent A. Hagenbuch


THE STATE OF TEXAS

COUNTY OF DALLAS

     BEFORE  ME,  the  undersigned,  a Notary  Public,  on this  day  personally
appeared  Brent  A.  Hagenbuch,  known  to me to be the  person  whose  name  is
subscribed to the foregoing  instrument and  acknowledged to me that he executed
the same for the purposes and consideration therein expressed.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 25th day of June, 2002.


[SEAL]


                                          /s/ Linda S. Roberts
                                          ------------------------------------
                                          Notary Public, State of Texas