THREE LINCOLN CENTRE
                                5430 LBJ FREEWAY
                                   SUITE 1700
                            DALLAS, TEXAS 75240-2697
TELEPHONE:  972.233.1700                     TELEPHONE FACSIMILE:  972.448.1402

Harold C. Simmons
Chairman & CEO

                                September 3, 2003

David B. Garten
16825 Northchase Drive, Suite 1200
Houston, Texas 77060

         RE:      NL Industries, Inc.

Dear Dave:

     On July 22, 2003, you resigned from all positions with NL Industries,  Inc.
and its  subsidiaries,  other than as an  untitled  employee.  As  discussed  by
telephone,  the financial  terms of your  employment  separation from NL and its
subsidiaries will be in accordance with the following:

1)   You will continue  providing services on a full time basis, as requested by
     our  designee(s),  and be paid salary at an annual rate of $425,000 through
     9/30/03.

2)   From  9/30/03 to  12/31/03  you will serve as a  consultant  to NL on an as
     needed basis.  You will be paid  semi-monthly at an annual rate of $425,000
     through 12/31/03.

3)   Lump sum severance/bonus  payments of $212,500 each will be paid on 9/30/03
     and 12/31/03. These payments will extinguish all obligations due to you and
     you will not be entitled to any other severance or bonus payments under any
     agreements,  plans or policies,  and you release NL and its affiliates from
     any and all claims or causes of action relating to your employment,  except
     for your rights as set forth in this letter.

4)   Stock options and employee  benefits,  other than severance and bonus plans
     or policies,  will be governed by the terms of the applicable  plans,  with
     your  effective  termination  date deemed  being (i) with  respect to stock
     options,  3/31/04,  and (ii) with respect to all other applicable  employee
     benefits,  the earlier of 12/31/03 or the date upon which you secure  other
     full-time employment.

5)   From 1/1/04 through 3/31/04 a consulting retainer will be paid at a rate of
     $35,416.67 per month, plus reimbursement of your reasonable expenses, which
     will terminate upon your attainment of other full-time employment.  NL will
     be entitled to up to 50 hours of your  services per month in return for the
     retainer. Hours exceeding 50 hours per month will be paid at a rate of $200
     per hour.  Subsequent to the  termination of the consulting  retainer,  you
     agree to provide consulting services as may be reasonably requested,  which
     are  consistent  with your time  availability,  at a rate of $200 per hour,
     plus reimbursement of your reasonable expenses.

6)   It is understood  that your work  performance  during the periods set forth
     above will be consistent with your prior performance.

                                   Sincerely,


                                   /s/Harold C. Simmons
                                      ---------------------------------
                                      Harold C. Simmons

Acknowledged and Agreed:

By:/s/David B. Garten
Date: September 19, 2003