EXHIBIT 10.2
1 Reference is made to the Framework Agreement of even date between
Imperial Chemical Industries PLC, E.l. Du Pont de Nemours and Company
and NL Industries, Inc (the "AGREEMENT").
2 For the purposes of Schedule 3 of the Agreement, the following
letters represent the following values:
W = 2,000,000
X = 176,222,000
Y = 30,000,000
Z = 16,778,000
such that the total when aggregated with the value in the column
headed EV in Section 2 of Schedule 3 to the agreement is equal to
US$365,000,000
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for Imperial Chemical Industries PLC for NL Industries, Inc.
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date date