Exhibit
      10.53




Execution
      Copy





Tax
      Sharing Agreement ,
      dated as of November 28, 2005 (the “Agreement”), between Kerr-McGee Corporation,
      a Delaware corporation (“Distributing”) and Tronox Incorporated (“Tronox”), a
      Delaware corporation. To the extent not defined herein, all defined terms shall
      have the same meaning as in the Master Separation Agreement (as hereinafter
      defined).







INTRODUCTION




WHEREAS,
      as of the date hereof, Distributing is the common parent of an affiliated group
      of domestic corporations, including Tronox, which has elected to file
      consolidated federal income tax returns;




WHEREAS,
      the board of directors of Distributing has determined that it would be in the
      best interests of Distributing and its shareholders to separate the Tronox
      Business (as hereinafter defined) from Distributing;




WHEREAS,
      the boards of directors of Distributing and Kerr-McGee Worldwide Corporation
      have determined to contribute to Tronox Worldwide LLC certain entities engaged
      in the Tronox Business and to contribute Tronox Worldwide LLC to Tronox (the
      “Contribution”);




WHEREAS,
      the board of directors of Distributing expects to distribute (the
“Distribution”) all the outstanding shares of Class B common stock of Tronox to
      the shareholders of Distributing;




WHEREAS,
      prior to the Distribution, Tronox will issue to the public shares of Class
      A
      common stock of Tronox which, when issued, will constitute all of the
      outstanding shares of Tronox’s Class A common stock (the “IPO”);




WHEREAS,
      Distributing and Tronox intend that the Contribution qualify as a tax-free
      transfer under Sections 368(a)(1)(D) of the Internal Revenue Code of 1986,
      as
      amended (the “Code”), and the Distribution qualify as a pro rata or non-pro rata
      tax-free distribution under Sections 355 and 368(a)(1)(D) of the
      Code;




WHEREAS,
      it is appropriate and desirable to set forth the principles and responsibilities
      of the parties to this Agreement regarding (i) future adjustments with respect
      to Taxes, Tax Contests and other related Tax matters and (ii) current Tax
      liabilities that arise as a result of the activities of the parties prior to
      the
      IPO and restructuring activities undertaken to implement the separation and
      Distribution;




NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein, the parties hereby agree as follows:







ARTICLE I




DEFINITIONS




The
      following terms shall have the following meanings (such meanings to apply
      equally to both the singular and the plural forms of the terms defined). All
      section references are to this Agreement unless otherwise stated.




“ Claims
      Court Litigation ”
      means the litigation that is currently pending in the United States Court of
      Federal Claims, docket number 05-5T relating to the question of capitalization
      versus deductibility of certain environmental clean-up expenditures with respect
      to the contamination of the refining sites in Cushing and Cleveland,
      Oklahoma.




“ Claims
      Court Related Tax Adjustment ”
      means, with respect to any Pre-Deconsolidation Period, and as computed
      separately for each Tax, the net increase in each such Tax equal to the sum
      of
      all adjustments made after the Deconsolidation Date with respect to each such
      Tax for each such Pre-Deconsolidation Period that are made pursuant to a Final
      Determination in a Tax Contest involving the same or similar factual and legal
      issues that are at issue in the Claims Court Litigation.




“ Claims
      Court Related Tax Benefit ”
      means (i) 100% of any Tax refund received in the Claims Court Litigation or
      any
      Tax Contest related to a Pre-Deconsolidation Period involving the same or
      similar factual and legal issues that are at issue in the Claims Court
      Litigation and (ii) any deduction, amortization, exclusion from income, or
      other
      allowance (including a loss or reduced gain recognized upon a sale of an asset)
      that actually reduces in cash the amount of Tax that a member of the Tronox
      Group would have been required to pay in a Post-Deconsolidation Period (or
      actually increases in cash the amount of any Tax refund to which a member of
      the
      Tronox Group would have been entitled in a Post-Deconsolidation Period) in
      the
      absence of any basis increase resulting from a Final Determination in the Claims
      Court Litigation or in a Tax Contest related to a Pre-Deconsolidation Period
      involving the same or similar factual and legal issues that are at issue in
      the
      Claims Court Litigation.




“ Code ”
      means the Internal Revenue of Code of 1986, as amended.




“ Combined
      Tax ”
      means any income or franchise Tax (whether measured by income or capital)
      payable to any state, local or foreign taxing jurisdiction in which any member
      of the Tronox Group has filed or will file a Return with a member of the
      Distributing Group on an affiliated, consolidated, combined or unitary basis
      with respect to such Tax.




“ Combined
      Tax Return ”
      means any Return with respect to a Combined Tax.




“ Controlling
      Party ”
      means, except as provided for in Section 4.06 hereof, Distributing or any other
      member of the Distributing Group, or Tronox or any other member of the Tronox
      Group, as the case may be, that filed or, if no Return has been filed, was
      required to file, a Return that is subject to a Tax Contest, or any successor
      and/or assign of any of the foregoing, *provided* that
      any Combined Tax Return filed by Kerr-McGee Worldwide Corporation with a Taxing
      Authority in Mississippi shall be deemed to be a Return filed by Tronox and
      therefore Tronox shall be the Controlling Party with respect to any Tax Contest
      related to any such Return. For the avoidance of doubt, with the exception
      of
      Returns filed in Mississippi and subject to Section 4.06 hereof, the company
      that actually filed any Federal Tax Return or Combined Tax Return (or any
      successor or assign of such company) shall be the Controlling
      Party.




2


“ Credit
      Facility ”
      means the Credit Agreement dated as of November 28, 2005 among Tronox, Tronox
      Worldwide LLC, Lehman Brothers Inc., Credit Suisse, ABN AMRO N.V., JPMorgan
      Chase Bank, N.A., Citicorp North America Inc. and the lenders that are parties
      thereto.




“ Deconsolidation
      Date ”
      means, for purposes of this Agreement, the last date on which Distributing
      and
      Tronox are permitted to file Returns on a consolidated or combined basis,
      determined on a Tax jurisdiction by Tax jurisdiction basis.




“ Distributing
      Business ”
      means the businesses conducted by Distributing and its subsidiaries other than
      the Tronox Business.




“ Distributing
      Consolidated Group ”
      means Distributing and each direct and indirect subsidiary, including members
      of
      the Tronox Group, that is eligible to join Distributing or any other member
      of
      the Distributing Group in the filing of a consolidated Federal Tax Return or
      a
      Combined Tax Return.




“ Distributing
      Group ”
      means, at any time, Distributing and each of its direct and indirect
      subsidiaries other than those subsidiaries that are members of the Tronox
      Group.




“ Distributing
      Tax Adjustment ” means,
      with respect to any taxable period or portion thereof, and as computed
      separately for each Tax, the net increase in each such Tax equal to the sum
      of
      all adjustments made pursuant to a Final Determination after the Deconsolidation
      Date with respect to each such Tax for each such taxable period or portion
      thereof that are attributable to the Distributing Business; *provided* , *however* ,
      that any adjustment comprising a Restructuring Adjustment shall not be
      considered in determining the amount of any Distributing Tax
      Adjustment.




“ Distributing
      Tax Benefit ” means,
      with respect to any taxable period or portion thereof, and as computed
      separately for each Federal Tax and Combined Tax, the net decrease in each
      Tax
      equal to the sum of all adjustments made pursuant to a Final Determination
      after
      the Deconsolidation Date with respect to each such Tax for each such taxable
      period or portion thereof that are attributable to the Distributing Business; *provided,
      however* ,
      that the amount of any Distributing Tax Benefit shall not exceed the amount
      that
      the actual Tax liability for the Tronox Group for the relevant taxable period
      is
      actually reduced by the adjustments made pursuant to such Final Determination; *provided*  *further,*  *however* ,
      that any adjustment comprising a Restructuring Adjustment shall not be
      considered in determining the amount of any Distributing Tax
      Benefit. For purposes of the foregoing, if an adjustment that would otherwise constitute
      a Distributing Tax Benefit is not considered a Distributing Tax Benefit because
      the Tax liability of the Tronox Group is not actually reduced as a result of
      such adjustment, such adjustment shall be carried-forward and shall constitute
      a
      Distributing Tax Benefit at the time (and to the extent) that the Tax liability
      of the Tronox Group is actually reduced as a result of such prior adjustment.
      For purposes of determining when an adjustment described in the preceding
      sentence actually reduces the Tax liability of the Tronox Group, the Tronox
      Group shall be deemed to use all Tax Assets of the Tronox Group prior to such
      adjustment.




3


“ Distribution
      Date ”
      means the date on which the Distribution is effected.




“ Federal
      Tax ”
      means any Tax imposed under Subtitle A of the Code with respect to which any
      member of the Tronox Group has filed or will file a consolidated Return with
      a
      member of the Distributing Group.




“ Federal
      Tax Return ”
      means any Return with respect to a Federal Tax.




“ Final
      Determination ”
      means (i) a decision, judgment, decree or other order by any court of competent
      jurisdiction, which has become final and is either no longer subject to appeal
      or for which a determination not to appeal has been made, (ii) a closing
      agreement made under Section 7121 of the Code or any comparable provision of
      state, local or foreign law, (iii) a final disposition by any Taxing Authority
      of a claim for refund or (iv) any other written agreement relating to an
      adjustment between any Taxing Authority and any Controlling Party the execution
      of which is final and prohibits such Taxing Authority or the Controlling Party
      from seeking any further legal or administrative remedies with respect to such
      adjustment.




“ Group ”
      means the Distributing Group or the Tronox Group, as the context
      requires.




“ Independent
      Third Party ”
      means a nationally recognized law firm or any of the following firms or their
      successors: Ernst & Young, KPMG, Deloitte & Touche and
      PricewaterhouseCoopers.




“ Interested
      Party ”
      means, except as provided in Section 4.06 hereof, Distributing or Tronox
      (including any successor and/or assign of any of the foregoing), as the case
      may
      be, to the extent (i) such person or a member of such person’s Group is not a
      Controlling Party with respect to a Tax Contest and (ii) such person or a member
      of such person’s Group (A) may be liable for, or required to make, any indemnity
      payment, reimbursement, tax sharing payment or other payment pursuant to this
      Agreement with respect to such Tax Contest or (B) may be entitled to receive
      any
      indemnity payment, reimbursement, tax sharing payment or other payment pursuant
      to this Agreement with respect to such Tax Contest.




“ Master
      Separation Agreement ” means
      the Master Separation Agreement, dated as of November 28, 2005, among
      Distributing, Kerr-McGee Worldwide Corporation and Tronox.




“ Post-Deconsolidation
      Period ”
      shall mean (i) a taxable period that begins after the Deconsolidation Date
      and
      (ii) the portion beginning after the Deconsolidation Date of any taxable period
      that includes (but does not end on) the Deconsolidation Date.




“ Pre-Deconsolidation
      Period ”
      means (i) any taxable period that ends on or before the close of the
      Deconsolidation Date and (ii) the portion ending on the close of the
      Deconsolidation Date of any taxable period that includes (but does not end
      on)
      the Deconsolidation Date.




“ Restructuring
      Adjustment ”
      means, with respect to any taxable period or portion thereof, and as computed
      separately for each Tax, the net increase in each such Tax equal to the sum
      of
      all adjustments made pursuant to a Final Determination with respect to each
      such
      Tax for each such taxable period or portion thereof that are attributable to
      any
      Restructuring Transaction.




4


“ Restructuring
      Transaction ”
      means any transaction undertaken to effectuate the separation of Distributing’s
      existing businesses into two independent businesses other than (i) the
      Distribution, (ii) the IPO and (iii) the entering into of the Credit Facility,
      including any pledges of collateral thereunder.




“ Restructuring
      Tax ”
      means any Tax incurred as a result of any Restructuring Transaction which in
      the
      judgment of the parties is currently required to be taken into account in
      determining the tax liability of any member of the Distributing Group or Tronox
      Group for any Pre-Deconsolidation Period.




“ Return ”
      means any report of Taxes due, any claims for refund of Taxes paid, any
      information return with respect to Taxes, or any other similar report,
      statement, declaration, or document required to be filed under the Code or
      other
      Tax Law, including any attachments, exhibits, or other materials submitted
      with
      any of the foregoing, and including any amendments or supplements to any of
      the
      foregoing.




“ Tax ”
      means any income, gross income, gross receipts, profits, capital, capital stock,
      franchise, withholding, payroll, social security, workers compensation,
      unemployment, disability, real property, property, ad valorem, stamp, excise,
      severance, occupation, service, sales, use, license, lease, transfer, import,
      export, value added, alternative minimum, estimated or other similar tax
      (including any fee, assessment, or other charge in the nature of or in lieu
      of
      any tax) imposed by any governmental entity or political subdivision thereof,
      and any interest, penalties, additions to tax, or additional amounts in respect
      of the foregoing.




“ Tax
      Asset ”
      means any net operating loss, net capital loss, investment tax credit, foreign
      tax credit, charitable deduction or any other loss, credit or tax attribute
      that
      could be carried forward or back to reduce any Tax liability (including, without
      limitation, deductions and credits relating to alternative minimum
      taxes).




“ Taxing
      Authority ”
      means, with respect to any Tax, the governmental entity or political subdivision
      thereof that imposes such Tax, and the agency (if any) charged with the
      collection of such Tax for such entity or subdivision.




“ Tax
      Contest ”
      means an audit, review, examination, assessment, deficiency or any other
      administrative or judicial proceeding with the purpose or effect of
      redetermining any Taxes (including any administrative or judicial review of
      any
      claim for refund).




“ Tax
      Packages ”
      mean one or more packages of information that are (i) reasonably necessary
      for
      the purpose of preparing Returns of the Distributing Consolidated Group with
      respect to any tax period in which the information is relevant, and (ii)
      completed in all material respects in accordance with the standards that
      Distributing has established for its subsidiaries.




“ Tiwest
      JV Entities ”
      means the Tiwest Joint Venture, Tiwest Sales Pty. Ltd. and Tiwest Pty.
      Ltd.




5


“ Transition
      Services Agreement ”
      means the Transition Services Agreement, dated as of November 28, 2005, among
      Distributing, Kerr-McGee Worldwide Corporation and Tronox.




“ Tronox
      Business ”
      means the business of producing and marketing inorganic industrial chemicals
      (including titanium dioxide pigment) and heavy minerals conducted by the Tronox
      Group, together with the businesses previously conducted by members of the
      Tronox Group.




“ Tronox
      Combined Tax Liability ”
      means, with respect to any taxable year, except with respect to any Combined
      Tax
      Return filed in a Combined Add-Up State (as defined below) an amount determined,
      on a Combined Tax Return by Combined Tax Return basis, by dividing the total
      Combined Tax liability reflected on such Return into two segments in proportion
      to the Distributing Group’s and the Tronox Group’s relative contribution, if
      any, to the apportionment factor relevant to such Combined Tax liability. For
      purposes of the foregoing, the Distributing Group’s and the Tronox Group’s
      relative contribution, if any, to an apportionment factor shall be determined
      by
      Distributing in good faith and in a manner consistent with the past practices
      of
      Distributing and Tronox that have been used in determining apportionment
      factors. In the case of any jurisdiction in which Combined Taxes are calculated
      by first determining the taxable income (or loss) of each member of the combined
      group and then adding each separate company calculation to determine the group’s
      total Combined Tax liability (a “Combined Add-Up State”), the amount of the
      Tronox Combined Tax Liability with respect to such jurisdiction shall be
      calculated based on the product of the Tronox Group’s income or loss and the
      separate apportionment factors (property, payroll and sales) for each member
      of
      the Tronox Group, unless such amount is determined pursuant to another
      allocation method mandated by a specific jurisdiction. For purposes of the
      preceding sentence, the apportionment factors shall be determined for each
      taxable period.




“ Tronox
      Federal Tax Liability ”
      means, with respect to any taxable year, the sum of the Tronox Group’s Federal
      Tax liability and any interest, penalties and other additions to Tax for such
      taxable year, computed as if the Tronox Group were not and never were part
      of
      the Distributing Consolidated Group, but rather were a separate affiliated
      group
      of corporations filing a consolidated United States federal income tax return
      pursuant to Section 1501 of the Code; *provided* , *however* ,
      that transactions between members of the Tronox Group and members of the
      Distributing Group shall, so long as Tronox is a member of the Distributing
      Consolidated Group, be reflected in accordance with the consolidated return
      regulations governing intercompany transactions. Such computation shall be
      made
      (i) without regard to the income, deductions (including net operating loss
      and
      capital loss deductions) and credits in any year of any member of the
      Distributing Group, (ii) by taking into account any Tax Asset of the Tronox
      Group, (iii) with regard to net operating loss and capital loss carryforwards
      and carrybacks and minimum tax credits from earlier years of the Tronox Group,
      but without regard to any such carryforwards from a Tax period (or portion
      thereof) ending on or before the date hereof and arising solely due to treating
      the Tronox Group as if it were never part of the Distributing Consolidated
      Group, (iv) as though the highest rate of tax specified in Section 11(b) of
      the
      Code were the only rate set forth in that section of the Code, (v) reflecting
      positions, elections and accounting methods used by Distributing in preparing
      the relevant Federal Tax Return for the Distributing Consolidated Group and
      (vi)
      as though Tronox Worldwide LLC were a corporation rather than a disregarded
      entity for all taxable periods. For purposes of the foregoing, the Tronox
      Federal Tax Liability shall not include any Restructuring Taxes.




6


“ Tronox
      Group ”
      means (i) prior to the Contribution, (A) Tronox Worldwide LLC and each of its
      direct and indirect subsidiaries, (B) KM (Luxembourg) Holdings Sarl and its
      direct and indirect subsidiaries, (C) Kerr-McGee B.V. and its subsidiary, (D)
      Kerr-McGee Finance (Curacao) N.V., (E) KM Denmark International ApS and its
      direct and indirect subsidiaries and (F) the Tiwest JV Entities and (ii) after
      the Contribution, Tronox and each of its direct and indirect subsidiaries and
      the Tiwest JV Entities.




“ Tronox
      Tax Adjustment ”
      means, with respect to any taxable period or portion thereof, and as computed
      separately for each Tax, the net increase in each such Tax equal to the sum
      of
      all adjustments made pursuant to a Final Determination after the Deconsolidation
      Date with respect to each such Tax for each such taxable period or portion
      thereof that are attributable to the Tronox Business; *provided* , *however* ,
      that any adjustment comprising a Restructuring Adjustment shall not be
      considered in determining the amount of any Tronox Tax Adjustment.




“ Tronox
      Tax Benefit ”
      means, with respect to any taxable period or portion thereof, and as computed
      separately for each Federal Tax and Combined Tax, the net decrease in each
      such
      Tax equal to the sum of all adjustments made pursuant to a Final Determination
      after the Deconsolidation Date with respect to each such Tax for each such
      taxable period or portion thereof that are attributable to the Tronox Business; *provided,
      however* ,
      that the amount of any Tronox Tax Benefit shall not exceed the amount that
      the
      actual Tax liability for the Distributing Consolidated Group for the relevant
      taxable period is actually reduced by the adjustments made pursuant to such
      Final Determination; *provided*  *further,
      however* ,
      that any adjustment comprising a Restructuring Adjustment shall not be
      considered in determining the amount of any Tronox Tax Benefit. For purposes
      of
      the foregoing, if an adjustment that would otherwise constitute a Tronox Tax
      Benefit is not considered a Tronox Tax Benefit because the Tax liability of
      the
      Distributing Consolidated Group is not actually reduced as a result of such
      adjustment, such adjustment shall be carried-forward and shall constitute a
      Tronox Tax Benefit at the time (and to the extent) that the Tax liability of
      the
      Distributing Consolidated Group is actually reduced as a result of such prior
      adjustment. For purposes of determining when an adjustment described in the
      preceding sentence actually reduces the Tax liability of the Distributing
      Consolidated Group, the Distributing Consolidated Group shall be deemed to
      use
      all Tax Assets of the Distributing Group prior to such adjustment.




ARTICLE II




ADMINISTRATIVE
      AND COMPLIANCE MATTERS




SECTION 2.01  Sole
      Tax Sharing Agreement .
      Any and all existing tax sharing agreements or arrangements, written or
      unwritten, between any member of the Distributing Group and any member of the
      Tronox Group shall be terminated as of the date of this Agreement. As of the
      date of this Agreement, neither the members of the Distributing Group nor the
      members of the Tronox Group shall have any further rights or liabilities under
      any such pre-existing tax sharing agreement or arrangement, and this Agreement
      shall be the sole tax sharing agreement or arrangement between the members
      of
      the Distributing Group and the members of the Tronox Group.




7


SECTION 2.02  Designation
      as Agent .
      Each member of the Tronox Group hereby irrevocably authorizes and designates
      Distributing as its agent, coordinator and administrator for the purpose of
      taking any and all actions (including the execution of waivers of applicable
      statutes of limitations) necessary or incidental to (i) the filing of any
      Federal Tax or Combined Tax Return (including any amended Return), (ii) the
      claiming of any refund, credit or offset of Federal Tax or Combined Tax (even
      where an item or Tax Asset giving rise to any such refund, credit or offset
      arises in a Post-Deconsolidation Period), (iii) the control of any proceeding
      and (iv) the making of any payments to, or collecting refunds from, any Taxing
      Authority, in each case relating only to Federal Taxes or Combined Tax for
      any
      Pre-Deconsolidation Period. Distributing covenants to Tronox that it shall
      be
      responsible to see that all such administrative matters relating thereto shall
      be handled promptly and appropriately.




SECTION 2.03
            Pre-Deconsolidation
                Period Returns




a)  Preparation
      of Returns .
      Distributing shall prepare, in accordance with applicable law, the Federal
      Tax
      Return and Combined Tax Returns of the Distributing Consolidated Group for
      all
      Pre-Deconsolidation Periods. Distributing shall have the right with respect
      to
      such Returns to determine (i) the manner in which such Returns shall be prepared
      and filed, including, without limitation, the manner in which any item of
      income, gain, loss, deduction or credit shall be reported, (ii) whether any
      extensions should be requested and (iii) the elections that will be made by
      any
      member of the Distributing Group or the Tronox Group. Distributing shall consult
      with representatives of Tronox in exercising its rights set forth in the
      preceding sentence. Any Return with respect to a Pre-Deconsolidation Period,
      other than the Federal Tax Return and Combined Tax Returns, shall be prepared
      by
      the party required to file such Return under applicable law.




b)  Delivery
      of Tax Packages .
      No later than July 15, 2006, Tronox shall prepare and deliver to Distributing
      Tax Packages that include information of the Tronox Group for any taxable period
      in which a member of the Tronox Group files Federal Tax Returns or Combined
      Tax
      Returns with a member of the Distributing Group, *provided* that if any Combined Tax Return is required to be filed (taking into account
      available extensions) on or prior to September 15, 2006, Tronox shall prepare
      and deliver Tax Packages to Distributing no later than 60 days prior to the
      due
      date for filing such Return.




c)  Allocation .
      Distributing may, at its option, elect and Tronox shall join Distributing (if
      necessary) in electing to ratably allocate items (other than extraordinary
      items) of the Tronox Group in accordance with the relevant provisions of
      Treasury Regulation Section 1.1502-76 and any comparable provision of state,
      local or foreign law. If Distributing exercises its option to make such an
      election, each member of the Tronox Group shall provide a statement stating
      its
      consent to such election as required under applicable regulations.




d)  Post-Deconsolidation
      Period Returns of the Tronox Group .
      Subject to the provisions of the Transition Services Agreement, Tronox shall
      be
      solely responsible for the preparation and filing of the Returns of the Tronox
      Group for all Post-Deconsolidation Periods that begin after the Deconsolidation
      Date.




8


SECTION 2.04  Cooperation
      and exchange of information .
      In addition to Tronox’s obligation pursuant to Section 2.03(b) hereof,
      Distributing, on the one hand, and Tronox, on the other, will provide each
      other
      with such cooperation and information as either of them reasonably may request
      of the other in (i) filing any Return, amended return or claim for refund,
      (ii)
      determining a liability for Taxes or a right to a refund of Taxes or (iii)
      participating in or conducting any audit or other proceeding in respect of
      Taxes. Such cooperation and information shall include providing copies of
      relevant Returns or portions thereof, together with accompanying schedules
      and
      related work papers and documents relating to rulings or other determinations
      by
      Tax Authorities. Each party shall make its employees available on a mutually
      convenient basis to provide explanations of any documents or information
      provided hereunder. Any information obtained under this Section 2.04 shall
      be kept confidential, except as may be otherwise necessary in connection with
      the filing of returns or claims for refund or in conducting an audit or other
      proceeding. Distributing shall retain
      (or cause to be retained) all books and records with respect to Tax matters
      pertinent to any member of the Tronox Group relating to any Pre-Deconsolidation
      Period until the expiration of the relevant statutory period of limitations
      for
      the assessment of Tax, provided that Distributing shall consult with Tronox
      prior to destroying any such books and records and shall offer Tronox the
      opportunity to retain any such books and records after such date.




ARTICLE III




TAX
      SHARING






SECTION 3.02  Tax
      Sharing .




a)  Deconsolidation
      Payment . On
      or prior to the Deconsolidation Date, an intercompany payable shall be owed
      by
      Tronox to Distributing (the “Intercompany Estimated Tax Payable”) in an amount
      equal to the sum of the Tronox Federal Tax Liability and the Tronox Combined
      Tax
      Liability for the portion of any taxable period that includes but does not,
      with
      respect to Distributing or any other member of the Distributing Group, end
      on
      the Deconsolidation Date, in both cases as estimated by Distributing in its
      sole, good-faith discretion. The Intercompany Estimated Tax Payable shall be
      subject to the treatment of intercompany obligations provided for pursuant
      to
      Section 2.4(b) of the Master Separation Agreement.




b)  Pro
      Forma Returns .
      On the date that is five (5) business days prior to the due date for the
      Distributing Consolidated Group’s 2005 consolidated federal income tax return,
      including extensions, Distributing shall deliver to Tronox a pro forma federal
      income tax return (the “2005 Pro Forma Federal Tax Return”) of the Tronox Group
      reflecting the Tronox Federal Tax Liability for the portion of such taxable
      year
      in which members of the Tronox Group were included in the Distributing
      Consolidated Group. On the date that is five (5) business days prior to the
      due
      date for each Combined Tax Return, including extensions, for any taxable period
      that includes, but does not, with respect to Distributing or any member of
      the
      Distributing Group, end on the Deconsolidation Date, Distributing shall deliver
      to Tronox the relevant pro forma Combined Tax Return (each a “Pro Forma Combined
      Tax Return” and together with the 2005 Pro Forma Federal Tax Return, the “Pro
      Forma Returns”) of the Tronox Group reflecting the relevant Tronox Combined Tax
      Liability for the portion of such taxable period in which members of the Tronox
      Group were included in the Distributing Consolidated Group with respect to
      such
      Combined Tax. Distributing shall prepare the Pro Forma Returns taking into
      account elections, methods of accounting and positions with respect to specific
      items that are consistent with those to be made by Distributing for purposes
      of
      the Federal Tax Returns and Combined Tax Returns.




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c)  True-Up
      Payment .
      On or before the later of (i) the date Distributing (or whichever member of
      the
      Distributing Group or the Tronox Group is responsible for filing such Return,
      if
      not Distributing) files its last Combined Tax Return for each taxable period
      that includes but, with respect to Distributing or any other member of the
      Distributing Group, does not end on the Deconsolidation Date or (ii) the date
      Distributing files its Federal Tax Return for the 2005 taxable year, Tronox
      shall pay to Distributing, or Distributing shall pay to Tronox, as appropriate,
      an amount equal to the difference, if any, between (A) the aggregate of the
      Tronox Federal Tax Liability and the Tronox Combined Tax Liabilities reflected
      on the Pro Forma Returns and (B) the amount of the Intercompany Estimated Tax
      Payable.




d)  Tax
      Assets .
      If a Pro Forma Return reflects a Tax Asset of a member of the Tronox Group
      that
      may under applicable law be used to reduce a Federal Tax or a Combined Tax
      of
      the Distributing Group for any Pre-Deconsolidation Period, Distributing shall
      pay to Tronox an amount equal to the actual Tax savings produced by such Tronox
      Group Tax Asset at the time such Tax savings is realized by the Distributing
      Group. The amount of any such Tax savings shall be an amount of any refund
      actually received from a Taxing Authority or the reduction in Taxes payable
      to a
      Taxing Authority as compared to the Taxes that would have been payable to a
      Taxing Authority in the absence of such Tronox Group Tax Asset.




Audit Payments.




a)  Except
      as provided in Section 3.03(c) hereof, Tronox shall be liable for, and shall
      indemnify and hold harmless any member of the Distributing Group against, any
      and all Tronox Tax Adjustments for any Pre-Deconsolidation Period with respect
      to any Return of any member of the Distributing Group or the Tronox Group.
      Except as provided in Section 3.03(c) hereof, Tronox shall be entitled to
      receive, and shall be paid by Distributing, the amount of any Tronox Tax Benefit
      for any Pre-Deconsolidation Period with respect to any Return of any member
      of
      the Distributing Group.




b)  Distributing
      shall be liable for, and shall indemnify and hold harmless any member of the
      Tronox Group against, any and all Distributing Tax Adjustments for any
      Pre-Deconsolidation Period with respect to any Return of any member of the
      Distributing Group or the Tronox Group. Distributing shall be entitled to
      receive, and shall be paid by Tronox, the amount of any Distributing Tax
      Benefits for any Pre-Deconsolidation Period with respect to any Return of any
      member of the Tronox Group.




c)  Notwithstanding
      Section 3.03(a) hereof, Distributing shall be liable for, and shall indemnify
      and hold harmless any member of the Tronox Group against, any and all Claims
      Court Related Tax Adjustments. Notwithstanding Section 3.03(a) hereof,
      Distributing shall be entitled to receive, and, to the extent reflected on
      any
      Return of any member of the Tronox Group, shall be paid by Tronox, the amount
      of
      any Claims Court Related Tax Benefits. For purposes of the preceding sentence
      as
      it applies to a Claims Court Related Tax Benefit described in clause (ii) of
      the
      definition thereof, Tronox and the other members of the Tronox Group shall
      be
      deemed to use all other deductions, amortizations, exclusions from income or
      other allowances (to the extent that such deductions, amortizations, exclusions
      from income or other allowances are entitled to be used under applicable law)
      prior to the use of any Claims Court Related Tax Benefit in respect of which
      Tronox is required to pay Distributing hereunder.




10


d)  Notwithstanding
      anything herein to the contrary, for purposes of this Section 3.03, in the
      case
      of an adjustment for any Pre-Deconsolidation Period relating to any state or
      local income or franchise Tax that is filed on a Combined Return (other than
      any
      Combined Tax Return filed in a Combined Add-Up State), the amount of any Tronox
      Tax Adjustment, Tronox Tax Benefit, Distributing Tax Adjustment or Distributing
      Tax Benefit shall be determined on a Combined Return-by-Combined Return basis
      as
      follows:




(i)
            Audit
                adjustments resulting in a net increase or net decrease in Tax liability
                (a “Tax Adjustment” or “Tax Benefit” respectively) shall be divided into
                two segments in proportion to the Distributing Group’s and the Tronox
                Group’s relative contribution, if any, to the apportionment factor
                relevant to such Tax Adjustment or Tax Benefit, as the case may be,
                with
                each such segment referred to as the “Distributing segment” and the
                “Tronox segment” for purposes of this Section 3.03(d). For purposes of
                this Section 3.03(d), each of the Distributing Group’s and the Tronox
                Group’s relative contribution, if any, to an apportionment factor shall
                be
                determined (by Distributing in good faith) (A) in a manner consistent
                with
                the past practices of Distributing and Tronox that have been used
                in
                determining apportionment factors and (B) by taking into account
                and
                giving effect to all adjustments reflected in a Final Determination
                with
                respect to the relevant state or local income or franchise Tax for
                the
                taxable period or portion thereof that is at issue. Accordingly,
                the
                apportionment factor allocation methodology will be applied to the
                Net Tax
                Liability Payable or Net Tax Refund Receivable (as defined below)
                in
                determining the total amount of the Distributing segment and the
                Tronox
                segment. For purposes of the preceding sentence, “Net Tax Liability
                Payable” or “Net Tax Refund Receivable” shall mean the amount specified in
                the Final Determination issued by the applicable state or local Taxing
                Authority after both giving effect to utilization of tax credits
                and net
                operating losses and taking into account any adjustments to apportionment
                factors, federal taxable income and state modifications to federal
                taxable
                income. In the event that the Final Determination reflects both
                adjustments to the overall apportionment factor and to state taxable
                income, the Distributing Group’s and the Tronox Group’s respective share,
                if any, of the Net Tax Liability Payable or Net Tax Refund Receivable
                shall be calculated as follows: (I) first, by taking the revised
                state Tax
                liability as reflected in the Final Determination (i.e., the state
                tax
                liability as originally filed (including any prior revisions) modified
                by
                all of the adjustments reflected in the Final Determination) and
                multiplying it by the respective Distributing Group’s and Tronox Group’s
                share of the overall apportionment factor as revised per such Final
                Determination in order to determine the Distributing Group’s and the
                Tronox Group’s revised share of the state Tax liability (for purposes of
                this calculation, the Distributing Group’s and the Tronox Group’s share of
                the revised overall apportionment factor will be a percentage determined
                by dividing each Group’s revised individual factor by the revised overall
                apportionment factor); (II) second, by taking the state Tax liability
                prior to revision by the Final Determination and multiplying it by
                the
                respective Distributing Group’s and Tronox Group’s share of the overall
                apportionment factor prior to revision by such Final Determination
                in
                order to determine the Distributing Group’s and the Tronox Group’s share
                of the state Tax liability prior to the revisions made by such Final
                Determination (for purposes of this calculation, the Distributing
                Group’s
                and the Tronox Group’s share of the overall apportionment factor prior to
                its revision by the Final Determination will be a percentage determined
                by
                dividing each Group’s individual factor prior to the Final Determination
                by the overall apportionment factor prior to its revision by the
                Final
                Determination); and (III) third, the difference between items (I)
                and (II)
                shall constitute the Distributing Group’s and/or the Tronox Group’s share
                of the Net Tax Liability Payable or the Net Tax Refund Receivable
                resulting from the adjustments made pursuant to the Final Determination
                (and thus determine the relative amounts of the Distributing segment
                or
                the Tronox segment).




11


(ii)
            The
                Tronox Tax Adjustment or Tronox Tax Benefit shall be equal to the
                amount
                of the Tronox segment.




(iii)
            The
                Distributing Tax Adjustment or Distributing Tax Benefit shall be
                equal to
                the amount of the Distributing
                segment.




SECTION 3.04  Restructuring
      Taxes and Adjustments The Distributing Group shall be liable for 100% of any Restructuring Tax and
      any
      Restructuring Adjustment provided that the Distributing Group’s aggregate
      liability for such Restructuring Taxes and Restructuring Adjustments shall
      not
      exceed $17 million (after which the Tronox Group shall be liable for 100% of
      any
      Restructuring Tax and Restructuring Adjustment). If Tronox or another member
      of
      the Tronox Group is required under applicable law to pay any Restructuring
      Tax
      or Restructuring Adjustment which is the liability of the Distributing Group
      pursuant to this Section 3.04, Tronox shall, upon written notice to
      Distributing, be entitled to a payment equal to the portion of such
      Restructuring Tax or Restructuring Adjustment paid by Tronox or other member
      of
      the Tronox Group to the applicable Taxing Authority that is the liability of
      the
      Distributing Group pursuant to this Section 3.04. If Distributing or another
      member of the Distributing Group is required under applicable law to pay any
      Restructuring Tax or Restructuring Adjustment which is the liability of the
      Tronox Group pursuant to this Section 3.04, Distributing shall, upon written
      notice to Tronox, be entitled to a payment equal to the portion of such
      Restructuring Tax or Restructuring Adjustment paid by Distributing or other
      member of the Distributing Group to the applicable Taxing Authority that is
      the
      liability of the Tronox Group pursuant to this Section 3.04.




SECTION 3.05  Non-Income
      Taxes .
      In the case of any Return related to Taxes (other than income or franchise
      Taxes) in which one or more members of the Distributing Group file with one
      or
      members of the Tronox Group (each such Return, a “Joint Return”) with respect to
      a Pre-Deconsolidation Period, the Distributing Group shall be liable for the
      Taxes reflected on any such Joint Return attributable to the Distributing
      Business and the Tronox Group shall be liable for the Taxes reflected on such
      Joint Returns attributable to the Tronox Business. In the event that the portion
      of such Taxes attributable to a particular business cannot be determined, then
      the Distributing Group shall be liable for such Taxes.




12


SECTION 3.06  Deductions
      Related to Options and Restricted Stock .
      For any and all taxable years ending on or after the Deconsolidation Date,
      Tronox shall pay to Distributing the “deemed tax benefit” attributable to all
      deductions Tronox is entitled to claim after the Deconsolidation Date in respect
      of exercises of compensatory stock options to acquire Distributing stock and
      the
      vesting of Distributing restricted stock (or dividends paid on Distributing
      restricted stock), in each case that are held by employees (or former employees)
      of any member of the Tronox Group. For purposes of the foregoing, the “deemed
      tax benefit” referred to in the previous sentence shall conclusively be the
      total amount of the available deduction for any such exercise or vesting
      multiplied by 36%. Tronox shall pay the “deemed tax benefit” amount to
      Distributing no later than the due date for filing Tronox’s federal income Tax
      Return for the year in which any such deduction is eligible to be claimed on
      such Return.




ARTICLE IV




TAX
      CONTESTS




SECTION 4.01  Notification
      of Tax Contests .
      The Controlling Party shall promptly notify all Interested Parties of (a) the
      commencement of any Tax Contest pursuant to which such Interested Parties may
      be
      required to make or entitled to receive an indemnity payment, reimbursement,
      tax
      sharing payment or other payment pursuant to this Agreement and (b) as required
      and specified in Section 4.04 hereof, any Final Determination made with respect
      to any Tax Contest pursuant to which such Interested Parties may be required
      to
      make, or entitled to receive, any indemnity payment, reimbursement, tax sharing
      payment or other payment pursuant to this Agreement. The failure of a
      Controlling Party to promptly notify any Interested Party as specified in the
      preceding sentence shall not relieve any such Interested Party of any liability
      and/or obligation which it may have to the Controlling Party under this
      Agreement except to the extent that the Interested Party was actually materially
      prejudiced by such failure, and in no event shall such failure relieve the
      Interested Party from any other liability or obligation which it may have to
      the
      Controlling Party.




SECTION 4.02  Tax
      Contest Settlement Rights .
      The Controlling Party shall have the sole right to contest, litigate, compromise
      and settle any adjustment that is made or proposed in a Tax Contest without
      obtaining the prior consent of any Interested Party; *provided* , *however* ,
      that, unless waived by the parties in writing, the Controlling Party shall,
      in
      connection with any proposed or assessed adjustment in a Tax Contest for which
      an Interested Party may be required to make, or entitled to receive, an
      indemnity payment, reimbursement, tax sharing payment or other payment pursuant
      to this Agreement (a) keep all Interested Parties informed in a timely manner
      of
      all actions taken or proposed to be taken by the Controlling Party and (b)
      timely provide all such Interested Parties with copies of any correspondence
      or
      filings submitted to any Taxing Authority or judicial authority, in each case
      in
      connection with any contest, litigation, compromise or settlement relating
      to
      any such adjustment in a Tax Contest. The failure of a Controlling Party to
      take
      any action as specified in the preceding sentence with respect to an Interested
      Party shall not relieve any such Interested Party of any liability and/or
      obligation which it may have to such Controlling Party under this Agreement
      except to the extent that the Interested Party was actually materially
      prejudiced by such failure, and in no event shall such failure relieve the
      Interested Party from any other liability or obligation which it may have to
      such Controlling Party. The Controlling Party may, at its sole discretion,
      take
      into account any suggestions made by an Interested Party with respect to such
      contest, litigation, compromise or settlement of any adjustment in a Tax
      Contest. All costs of any Tax Contest shall be borne by the Controlling Party; *provided* , *however* ,
      that (x) any costs related to an Interested Party’s attendance at any meeting
      with a Taxing Authority or hearing or proceeding before any judicial authority
      pursuant to Section 4.03 hereof and (y) the costs of any legal or other
      representatives retained by an Interested Party in connection with any Tax
      Contest that is subject to the provisions of this Agreement shall, in each
      case,
      be borne by such Interested Party.




13


SECTION 4.03  Tax
      Contest Participation .
      Unless waived by the parties in writing, the Controlling Party shall provide
      an
      Interested Party with written notice reasonably in advance of, and such
      Interested Party shall have the right to attend, any formally scheduled meetings
      with Taxing Authorities or hearings or proceedings before any judicial
      authorities in connection with any contest, litigation, compromise or settlement
      of any proposed or assessed adjustment that is the subject of any Tax Contest
      pursuant to which such Interested Party may be required to make, or entitled
      to
      receive, an indemnity payment, reimbursement, tax sharing payment or other
      payment pursuant to this Agreement. In addition, unless waived by the parties
      in
      writing, the Controlling Party shall provide each such Interested Party with
      draft copies of any correspondence or filings to be submitted to any Taxing
      Authority or judicial authority with respect to such adjustments for such
      Interested Party’s review and comment. The Controlling Party shall provide such
      draft copies reasonably in advance of the date that they are to be submitted
      to
      the Taxing Authority or judicial authority and the Interested Party shall
      provide comments, if any, with respect thereto within a reasonable time before
      such submission. The failure of a Controlling Party to provide any notice,
      correspondence or filing as specified in this Section 4.03 to an Interested
      Party shall not relieve any such Interested Party of any liability and/or
      obligation which it may have to the Controlling Party under this Agreement
      except to the extent that the Interested Party was actually materially
      prejudiced by such failure, and in no event shall such failure relieve the
      Interested Party from any other liability or obligation which it may have to
      the
      Controlling Party.




SECTION 4.04  Tax
      Contest Waiver .




a)  The
      Controlling Party shall promptly provide written notice (the “Controlling Party
      Notice”), sent postage prepaid by United States mail, certified mail, return
      receipt requested, to all Interested Parties in a Tax Contest (i) that a Final
      Determination has been made with respect to such Tax Contest and (ii)
      enumerating the amount of (A) if the Interested Party is Distributing or any
      member of the Distributing Group, the Distributing Tax Adjustment or
      Distributing Tax Benefit or (B) if the Interested Party is Tronox or any member
      of the Tronox Group, the Tronox Tax Adjustment or Tronox Tax Benefit.




14


b)  Within
      ninety (90) days after an Interested Party receives the notice described in
      Section 4.04(a) hereof from the Controlling Party, such Interested Party shall
      execute a written statement giving notice to the Controlling Party (i) that
      the
      Interested Party agrees with the computations set forth in the Controlling
      Party
      Notice except with respect to those adjustments computations that, in the good
      faith judgment of the Interested Party, it disagrees with and has specifically
      enumerated its disagreement with, including the amount of such disagreement,
      in
      the statement (each such disagreed computation hereinafter referred to as a
      “Disputed Adjustment”) and (ii) that the Interested Party thereby waives its
      right to a determination by an Independent Third Party pursuant to Section
      4.05
      hereof with respect to all computations to which it agrees with its share (this
      statement referred to as the “Interested Party Notice”). For the avoidance of
      doubt, in the Interested Party Notice, the Interested Party may set forth its
      disagreement with the absolute amount of any adjustment set forth in the
      Controlling Party Notice as well as the amount of any Distributing Tax
      Adjustment, Distributing Tax Benefit, Tronox Tax Adjustment or Tronox Tax
      Benefit contained in the Controlling Party Notice. The failure of an Interested
      Party to provide the Interested Party Notice to the Controlling Party within
      the
      ninety (90) day period specified in the preceding sentence shall be deemed
      to
      conclusively indicate that such Interested Party agrees with the computations
      set forth in the Controlling Party and that such Interested Party waives its
      right to a determination by an Independent Third Party with respect to all
      such
      computations pursuant to Section 4.05 hereof. The Controlling Party or the
      Interested Party, as the case may be, shall pay as specified in Article III
      hereof, the amount, if any, of any Distributing Tax Adjustment, Distributing
      Tax
      Benefit, Tronox Tax Adjustment or Tronox Tax Benefit that is not a Disputed
      Adjustment to the appropriate party.




c)  During
      the ninety (90) day period immediately following the Controlling Party’s receipt
      of the Interested Party Notice, the Controlling Party and the Interested Party
      shall in good faith confer with each other to resolve any disagreement over
      each
      Disputed Adjustment that was specifically enumerated in such Interested Party
      Notice. At the end of such ninety (90) day period, unless otherwise extended
      in
      writing by mutual consent of the parties, the Interested Party shall be deemed
      to agree with all Disputed Adjustments that were specifically enumerated in
      the
      Interested Party Notice and waive its right to a determination by an Independent
      Third Party pursuant to Section 4.05 hereof with respect to all such Disputed
      Adjustments unless, and to the extent that, at any time during such ninety
      (90)
      day (or extended) period, either the Controlling Party or the Interested Party
      has given the other party written notice that it is seeking a determination
      by
      an Independent Third Party pursuant to Section 4.05 hereof regarding the
      propriety of any such Disputed Adjustment. If the Disputed Adjustments are
      not
      referred to an Independent Third Party, then the Controlling Party or the
      Interested Party, as the case may be, shall pay as specified in Article III
      hereof, the amount, if any, of any Distributing Tax Adjustment, Distributing
      Tax
      Benefit, Tronox Tax Adjustment or Tronox Tax Benefit (as adjusted pursuant
      to
      any agreement between the parties reached during the ninety (90) day period
      described in this Section 4.04(c)) to the appropriate party.




Tax Contest Dispute
      Resolution.




a)  In
      the event that either a Controlling Party or an Interested Party has given
      the
      other party written notice as required under Section 4.04(c) hereof that it
      is
      seeking a determination by an Independent Third Party pursuant to this Section
      4.05 with respect to any Disputed Adjustment that was enumerated in an
      Interested Party Notice, then the parties shall, within ten (10) days after
      a
      party has received such notice, jointly select an Independent Third Party to
      make such determination. In the event that the parties cannot jointly agree
      on
      an Independent Third Party within such ten (10) day period, then the Controlling
      Party and the Interested Party shall each immediately select an Independent
      Third Party and the Independent Third Parties so selected by the parties shall
      jointly select, within ten (10) days of their selection, another Independent
      Third Party.




15


b)  In
      making its determination as to the propriety of any Disputed Adjustment, the
      Independent Third Party elected pursuant to Section 4.05(a) hereof shall assume
      that the Interested Party is not required or entitled under applicable law
      to be
      a member of any consolidated return. In addition, the Independent Third Party
      shall make its determination according to the following procedure:




(i)  The
      Independent Third Party shall analyze each Disputed Adjustment for which a
      determination is sought pursuant to this Section 4.05 on a stand-alone basis
      to
      determine whether the actual outcome reached with respect to such Disputed
      Adjustment as reflected in the Final Determination of the Tax Contest was fair
      and appropriate taking into account the following exclusive criteria: (A) the
      facts relating to such adjustment, (B) the applicable law, if any, with respect
      to such adjustment, (C) the position of the applicable Taxing Authority with
      respect to compromise, settlement or litigation of such adjustment, (D) the
      strength of the factual and legal arguments made by the Controlling Party in
      reaching the outcome with respect to such adjustment as reflected in the Final
      Determination of the Tax Contest and (E) the strength of the factual and legal
      arguments being made by the Interested Party for the alternative outcome being
      asserted by such Interested Party (including the availability of fact,
      information and documentation to support such alternative outcome). Based on
      this analysis, the Independent Third Party shall determine what is the fair
      and
      appropriate outcome (hereinafter referred to as the “Ultimate Determination”)
      with respect to each such adjustment.




(ii)  The
      Interested Party shall only be entitled to modification of its share of a
      Disputed Adjustment under this Section 4.05 if either (A) the amount that would
      be paid by the Interested Party under the Ultimate Determination with respect
      to
      such Disputed Adjustment is less than 80% of the amount that would be paid
      by
      the Interested Party with respect to the Disputed Adjustment as set forth in
      the
      Controlling Party Notice or (B) the amount that would be received by the
      Interested Party under the Ultimate Determination with respect to such Disputed
      Adjustment is more than 120% of the amount that the Interested Party would
      receive with respect to such Disputed Adjustment as set forth in the Controlling
      Party Notice. If an Interested Party is entitled to modification of its share
      of
      any Disputed Adjustment under the preceding sentence, the amount the Interested
      Party is entitled to receive, or is required to pay, as the case may be, with
      respect to such Disputed Adjustment shall be equal to the amount of the Ultimate
      Determination of such Disputed Adjustment.




c)  Any
      determination made or notice given by an Independent Third Party pursuant to
      this Section 4.05 shall be (i) in writing, (ii) made within sixty (60) days
      following the selection of the Independent Third Party unless such period is
      otherwise extended by the mutual consent of the parties and (iii) final and
      binding upon the parties. The costs of any Independent Third Party shall be
      borne equally by the parties. The Controlling Party and the Interested Party
      shall provide the Independent Third Party with such information or documentation
      as may be appropriate or necessary in order for such Independent Third Party
      to
      make the determination requested of it. Upon issuance of an Independent Third
      Party’s notice under this Section 4.05, the Controlling Party or the Interested
      Party, as the case may be, shall pay as specified in Article III hereof, the
      amount, if any, of the Distributing Tax Adjustment, Distributing Tax Benefit,
      Tronox Tax Adjustment or Tronox Tax Benefit as a determined pursuant to the
      provisions of this Section 4.05 to the appropriate party.




16




Current
      Litigation




a)  Notwithstanding
      anything in this Article IV or in the definitions of “Controlling Party” and
“Interested Party” to the contrary, Distributing shall be the Controlling Party
      and Tronox shall be an Interested Party with respect to the Claims Court
      Litigation.




b)  Notwithstanding
      anything in this Article IV or in the definitions of “Controlling Party” and
“Interested Party” to the contrary, for any taxable year after 1996 that is part
      of the Pre-Deconsolidation Period, if a Tax Contest involving the same or
      similar factual and legal issues that are at issue in the Claims Court
      Litigation arises, Distributing shall be the Controlling Party and Tronox shall
      be an Interested Party.




Costs and Expenses.




ARTICLE V




REPRESENTATIONS
      AND COVENANTS




SECTION 5.01
            Representations.




a)  Tronox
      Representations .
      Tronox and each member of the Tronox Group represent as of the date hereof
      and
      as of the Distribution Date that there is no plan or intention to (i) liquidate,
      merge or consolidate Tronox or to liquidate, merge or consolidate any member
      of
      the Tronox Group conducting an active trade or business relied upon, or to
      be
      relied upon, in connection with the Distribution, with any other person
      subsequent to the Distribution, (ii) sell or otherwise dispose of any assets
      of
      Tronox or any member of the Tronox Group subsequent to the Distribution other
      than in the ordinary course of business, (iii) unify or otherwise reclassify
      or
      recapitalize the two classes of Tronox stock (iv) take any other action
      inconsistent with the information and representations furnished to Covington
      & Burling in connection with the opinion to be delivered by Covington &
Burling with respect to certain federal income tax consequences of the
      Distribution and (v) enter into any negotiations, agreements or arrangements
      with respect to transactions or events (including capital contributions,
      acquisitions or stock issuances, but not including the Distribution or stock
      issuances in connection with the performance of services by any officer,
      director or employee of Tronox or any member of the Tronox Group other than
      any
      officer, director or employee who owns 5% or more of any class of Tronox stock)
      that may cause the Distribution to be treated as part of a plan or series of
      related transactions pursuant to which one or more persons acquire, directly
      or
      indirectly, Tronox stock representing a “50-percent or greater interest” within
      the meaning of Section 355(d)(4) of the Code. For purposes of determining
      whether any transaction may be treated as part of a plan or series of related
      transactions pursuant to which one or more persons acquire, directly or
      indirectly, Tronox stock representing a “50-percent or greater interest” within
      the meaning of Section 355(d)(4) of the Code, Tronox stock issued on the
      Deconsolidation Date (and any other shares of Tronox stock issued in connection
      with the initial public offering of Tronox) shall be aggregated with any Tronox
      stock issued or acquired in connection with any such transaction or events together
      with any Tronox stock issued or acquired in connection with all other such
      transactions or events subsequent to the Deconsolidation Date.




17


b)  Distributing
      Representations .
      Distributing represents as of the date hereof and as of the Distribution Date
      that there is no plan or intention to take any action inconsistent with the
      information and representations furnished to Covington & Burling in
      connection with the opinion to be delivered by Covington & Burling with
      respect to certain federal income tax consequences of the
      Distribution.




c)  Distributing
      and Tronox Representations .
      Each of Distributing and Tronox respectively represent as of the date hereof
      and
      as of the Distribution Date that neither Distributing nor Tronox respectively
      (as applicable) is aware of any present plan or intention by the current
      shareholders of Distributing to sell, exchange, transfer by gift or otherwise
      dispose of any of their stock or securities in Distributing or Tronox subsequent
      to the Distribution.




SECTION 5.02
            Covenants.




a)  Tronox
      Covenants .
      Tronox covenants to Distributing that (i) from the date herof until the end
      of
      the two-year period following the Distribution Date, neither Tronox nor any
      member of the Tronox Group conducting an active trade or business relied upon
      in
      connection with the Distribution will liquidate, merge or consolidate with
      any
      other person, (ii) from the date hereof until the end of the two-year period
      following the Distribution Date, Tronox LLC shall not (and Tronox shall cause
      Tronox LLC to not) sell, exchange, distribute or otherwise dispose of more
      than
      20% of its assets that were used directly by Tronox LLC on the Distribution
      Date
      in the active conduct of the Tronox Business, (iii) following the
      Deconsolidation Date, Tronox will, for a minimum of two years following the
      Distribution Date, continue the active conduct of the Tronox Business, (iv)
      Tronox will not, nor will it permit any member of the Tronox Group to, take
      any
      action inconsistent with the information and representations furnished to
      Covington & Burling in connection with the opinion to be delivered by
      Covington & Burling with respect to certain federal income tax consequences
      of the Distribution, (v) from the date hereof until the end of the five year
      period following the Distribution, Tronox will not unify or otherwise reclassify
      or recapitalize the two classes of Tronox stock outstanding on the
      Deconsolidation Date and (vi) from the date hereof until the end of the two
      year
      period following the Distribution Date, Tronox will not enter into any
      transaction or make any change in equity structure (including capital
      contributions, acquisitions, redemptions or stock issuances, but not including
      the Distribution or stock issuances in connection with the performance of
      services by any officer, director or employee of Tronox or any member of the
      Tronox Group other than any officer, director or employee who owns 5% or more
      of
      any class of Tronox stock) that may cause the Distribution to be treated as
      part
      of a plan or series of related transactions pursuant to which one or more
      persons acquire, directly or indirectly, Tronox stock representing a “50-percent
      or greater interest” within the meaning of Section 355(d)(4) of the Code at the
      time of such transaction or change in equity structure. For purposes of
      determining whether any transaction may be treated as part of a plan or series
      of related transactions pursuant to which one or more persons acquire, directly
      or indirectly, Tronox stock representing a “50-percent or greater interest”
within the meaning of Section 355(d)(4) of the Code, Tronox stock issued on
      the
      Deconsolidation Date (and any other shares of Tronox stock issued in connection
      with the initial public offering of Tronox) shall be aggregated with any Tronox
      stock issued or acquired in connection with any such transaction or events
      together with any Tronox stock issued or acquired in connection with all other
      such transactions or events subsequent to the Deconsolidation Date.




18


b)  Exceptions .
      Notwithstanding the foregoing covenants contained in Section 5.02(a) hereof,
      Tronox shall be permitted to take an action inconsistent with Section 5.02(a),
      if, prior to taking such action, Tronox provides notification to Distributing
      of
      its plans with respect to such action, and promptly responds to any inquiries
      by
      Distributing following such notification, and either:




(i)  Tronox
      obtains a ruling with respect to the action from the Internal Revenue Service
      or
      other applicable Taxing Authority that is reasonably satisfactory to
      Distributing on a basis of facts and representations consistent with the facts
      at the time of such action, that such action will not result in the Distribution
      being taxable to Distributing or its shareholders, or




(ii)  Tronox
      obtains an opinion reasonably acceptable to Distributing of an independent
      nationally recognized tax counsel acceptable to Distributing, on a basis of
      facts and representations consistent with the facts at the time of such action,
      that such action will not result in the Distribution being taxable to
      Distributing or its shareholders




ARTICLE VI




INDEMNITY




SECTION 6.01  Tronox
      Indemnity .
      In addition to any Tax sharing payment required to be made by Tronox or any
      member of the Tronox Group pursuant to the provisions of Article III hereof,
      Tronox and each member of the Tronox Group will jointly and severally indemnify
      Distributing and the members of the Distributing Group against and hold them
      harmless from:




a)
            except
                in the case of any Restructuring Tax or Restructuring Adjustment,
                any Tax
                liability of the Tronox Group which relates to a Post-Deconsolidation
                Period;




b)
            in
                the case of a Restructuring Tax or Restructuring Adjustment, any
                Tax which
                is the liability of Tronox Group pursuant to Section 3.04
                hereof;




c)  any
      Tax or other liability or damage resulting from a breach by Tronox or any member
      of the Tronox Group of any representation or covenant made by Tronox or any
      member of the Tronox Group herein; and




d)  all
      liabilities, costs, expenses (including, without limitation, reasonable expenses
      of investigation and attorney’s fees and expenses), losses, damages,
      assessments, settlements or judgments arising out of or incident to the
      imposition, assessment or assertion of any Tax liability or damage described
      in
      (a), (b) or (c), including those incurred in the contest in good faith in
      appropriate proceeding relating to the imposition, assessment or assertion
      of
      any such Tax, liability or damage.




19


SECTION 6.02  Distributing
      Indemnity .
      In addition to any Tax sharing payment required to be made by Distributing
      or
      any member of the Distributing Group pursuant to the provisions of Article
      III
      hereof, Distributing and each member of the Distributing Group will jointly
      and
      severally indemnify Tronox and each member of the Tronox Group against and
      hold
      them harmless from:




a)  except
      in the case of any Restructuring Tax or Restructuring Adjustment, any Tax
      liability of the Distributing Group which relates to a Post-Deconsolidation
      Period and any Tax liability resulting from the Distribution, other than any
      such liabilities described in Section 6.01(a);




b)  in
      the case of a Restructuring Tax or Restructuring Adjustment, any Tax which
      is
      the liability of Distributing Group pursuant to Section 3.04
      hereof;




c)  any
      Tax liability of the Distributing Consolidated Group with respect to a
      Pre-Deconsolidation Period, other than Taxes, including any Tronox Tax
      Adjustments, for which Tronox or any member of the Tronox Group is required
      to
      reimburse Distributing pursuant to the provisions of Article III
      hereof;




d)  any
      Tax, or other liability or damage resulting from a breach by Distributing or
      any
      member of the Distributing Group of any representation or covenant made by
      Distributing herein; and




e)  all
      liabilities, costs, expenses (including, without limitation, reasonable expenses
      of investigation and attorney’s fees and expenses), losses, damages,
      assessments, settlements or judgments arising out of or incident to the
      imposition, assessment or assertion of any Tax liability or damage described
      in
      (a), (b), (c) or (d), including those incurred in the contest in good faith
      in
      appropriate proceeding relating to the imposition, assessment or assertion
      of
      any such Tax, liability or damage.




ARTICLE VII




MISCELLANEOUS
      PROVISIONS




SECTION 7.01  Tax
      Characterization of Payments .
      For all Tax purposes, and notwithstanding any other provision of this Agreement,
      to the extent permitted by applicable law, the parties hereto shall treat any
      payment made pursuant to this Agreement as a capital contribution or dividend
      distribution, as the case may be, immediately before the Deconsolidation Date
      and, accordingly, as not includible in the taxable income of the recipient.
      If
      any payment under this Agreement is not permitted to be so treated (because,
      for
      example, the payment relates to an event occurring after the Deconsolidation
      Date) or as a result of a Final Determination it is determined that the receipt
      or accrual of any payment made under this Agreement is taxable to the recipient
      of such payment, the party making the payment shall pay to the recipient an
      amount equal to any increase in the income Taxes of the recipient as a result
      of
      receiving the payment (grossed up to take into account such payment, if
      applicable).




20


SECTION 7.02  Payment .
      All payments to be made hereunder shall be made in immediately available funds.
      Except as otherwise provided, all payments required to be made pursuant to
      this
      Agreement shall be due 30 days after the receipt of notice of such payment
      or,
      where no notice is required, 30 days after the fixing of liability or the
      resolution of a dispute. Payments shall be deemed made when received. Any
      payment that is not made when due shall bear interest at a rate equal to the
      published one-month LIBOR rate plus 2% per annum for each day until
      paid.




SECTION 7.03  Joint
      and Several Liability of Group Members .
      Each member of the Distributing Group shall be jointly and severally liable
      for
      the obligations of each other member of the Distributing Group hereunder. Each
      member of the Tronox Group shall be jointly and severally liable for the
      obligations of each other member of the Tronox Group hereunder.




SECTION 7.04  Performance .
      Distributing agrees and acknowledges that Distributing shall be responsible
      for
      the performance of the obligations of each member of the Distributing Group
      hereunder applicable to such member. Tronox agrees and acknowledges that Tronox
      shall be responsible for the performance by each member of the Tronox Group
      of
      the obligations hereunder applicable to such member.




SECTION 7.05  Notices .
      All notices or other communications under this Agreement shall be in writing
      (including by telecopy) and shall be deemed to be duly given or made when
      delivered, or, in the case of telecopy, when received, addressed as follows
      or
      to such other address as may be hereafter notified by the respective
      party:


To
                  Distributing:
              Kerr-McGee
                  Corporation
                Kerr-McGee
                  Worldwide Corporation
                Kerr-McGee
                  Center
                123
                  Robert S. Kerr Avenue
                Oklahoma
                  City, Oklahoma 73102
                Facsimile:405-270-3649
                Attention:General
                  Counselw*ith
                  a copy to:*
              Covington
                  & Burling
                1330
                  Avenue of the Americas
                New
                  York, New York 10019
                Facsimile:
                  212-841-1010
                Attention:
                  Scott F. SmithTo
                  Tronox:
              Tronox
                  Incorporated
                123
                  Robert S. Kerr Avenue
                Oklahoma
                  City, Oklahoma 73102
                Facsimile:405-270-4504
                Attention:Chief
                  Executive Officerw*ith
                  a copy to:*
              Tronox
                  Incorporated
                123
                  Robert S. Kerr Avenue
                Oklahoma
                  City, Oklahoma 73102
                Facsimile:
                  405-270-4101
                Attention:
                  General Counsel




21


SECTION 7.06
            Governing
                Law.




This
      Agreement shall be governed by the laws applicable to contracts entered into
      and
      to be performed within the State of New York.




SECTION 7.07
            Jurisdiction.




Each
      party agrees to submit itself exclusively to the personal jurisdiction of any
      New York court in the event any dispute arises out of this Agreement or any
      of
      the transactions contemplated by this Agreement and agrees that it will not
      attempt to deny or defeat such personal jurisdiction or venue by motion or
      other
      request for leave from any such New York court. Each party further agrees that
      service of any process, summons, notice or document by U.S. registered mail
      to
      such party’s respective address set forth above shall be effective service of
      process for any action, suit or proceeding in New York with respect to any
      matters to which it has submitted to jurisdiction in this Section
      7.07.




SECTION 7.08
            Waiver
                of jury trial.




Each
      party waives, to the fullest extent permitted by applicable law, any right
      it
      may have to a trial by jury in respect of any dispute arising out of this
      Agreement.




SECTION 7.09
            Entire
                Agreement.




This
      Agreement embodies the entire understanding between the parties relating to
      its
      subject matter and supersedes and terminates all prior agreements and
      understandings among the parties with respect to such matters. No promises,
      covenants or representations of any kind, other than those expressly stated
      herein, have been made to induce any party to enter into this Agreement. This
      Agreement shall not be modified or terminated except by a writing duly signed
      by
      each of the parties hereto, and no waiver of any provisions of this Agreement
      shall be effective unless in a writing duly signed by the party sought to be
      bound. If, and to the extent, the provisions of this Agreement conflict with
      the
      Master Separation Agreement, or any other agreement entered into in connection
      with the Distribution, the provisions of this Agreement shall
      control.




SECTION 7.10
            Assignment;
                Binding Effect.




Except
      as otherwise set forth herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns; *provided* , *however* ,
      that no party hereto or thereto may assign its respective rights or delegate
      its
      respective obligations under this Agreement without the express prior written
      consent of the other party hereto or thereto (such consent not to be
      unreasonably withheld or delayed).




SECTION 7.11
            Counterparts.




This
      Agreement may be executed in three or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same.




22


SECTION 7.12
            Severability.




If
      any provision of this Agreement or the application of any such provision to
      any
      person or circumstances shall be held invalid, illegal, or unenforceable in
      any
      respect by a court of competent jurisdiction, such invalidity, illegality,
      or
      unenforceability shall not affect any other provision hereof.




SECTION 7.13
            Headings.




Headings
      of sections in this Agreement 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.




SECTION 7.14
            Survival.




Notwithstanding
      anything in this Agreement to the contrary, the provisions of this Agreement
      shall survive until the expiration of the applicable statutes of limitations
      (giving effect to any waiver, mitigation or extension thereof).









23


IN
      WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
      by
      its respective duly authorized officer as of the date first set forth
      above.




KERR-MCGEE
                CORPORATIONBy
                /s/ Robert M. WohleberName:
                Robert M. WohleberTitle:
                Senior Vice President and CFOTRONOX
                INCORPORATEDBy
                /s/ Thomas W. AdamsName:
                Thomas W. AdamsTitle:
                Chief Executive Officer