Exhibit
      10.54




*Execution
      Copy*




TRANSITION
      SERVICES AGREEMENT (this “ *Agreement* ”),
      dated November 28, 2005, among Kerr-McGee Corporation, a Delaware
      corporation (the “ *Parent* ”),
      Kerr-McGee Worldwide Corporation, a Delaware corporation (“ *Worldwide* ”),
      and Tronox Incorporated, a Delaware corporation (the “ *Tronox* ”).




INTRODUCTION




The
      Board of Directors of Parent (the “ *Board* ”)
      has determined that it is in the best interests of Parent and its stockholders
      to transfer certain existing businesses of Parent and its subsidiaries to
      Tronox.




In
      order to ensure an orderly transition of the such businesses to Tronox, as
      described in the Master Separation Agreement (as defined below), each party
      desires to provide to the other the services described herein for a transitional
      period.




The
      parties hereby agree as follows:







Section 1.  Definitions .  
      For purposes of this Agreement, the following terms shall have the meanings
      set
      forth or as referenced below:





“ *Affiliate* ”
      has the meaning given such term in the Master Separation Agreement.




“ *Closing
      Date* ”
      has the meaning given such term in the Master Separation Agreement.




“ *Governmental
      Authorities* ”
      has the meaning given such term in the Master Separation Agreement.




“ *Group* ”
      means either the Parent Group or the Tronox Group, as the context
      requires.




“ *Information* ”
      has the meaning given such term in the Master Separation Agreement.




“ *Liabilities* ”
      has the meaning given such term in the Master Separation Agreement.




“ *Master
      Separation Agreement* ”
      means the Master Separation Agreement, dated as of the date hereof, by and
      among
      Kerr-McGee Corporation, Kerr-McGee Worldwide Corporation and Tronox
      Incorporated.




*“Providing
      Party”* means, with respect to any Service, the party providing such
      Service.




“ *Parent
      Group* ”
      has the meaning given such term in the Master Separation Agreement.










*“Receiving
      Party”* means, with respect to any Service, the party receiving such
      Service.




*“Separation”* means, with respect to any Service, the separation, duplication, installation
      or
      substitution of the subject matter of such Service as utilized by the Receiving
      Party as of the Closing Date (unless another date is expressly provided for
      with
      respect to a particular Service), such that the Receiving Party is reasonably
      able to provide for itself or through alternative service providers the benefits
      of such subject matter in a sustainable manner substantially similar to that
      provided to, or on behalf of, the Receiving Party as of the Closing Date (unless
      another date is expressly provided for with respect to a particular
      Service).




“ *Service
      Costs* ”
      means, with respect to each Service provided under the terms and subject to
      the
      conditions of this Agreement, an amount equal to the sum of such of the
      following items as may apply:




(i)  the fully burdened labor costs incurred by the Providing Party in respect of
      the
      individual employees of such Providing Party who are engaged in the provision
      of
      such Service without management fee (as applicable to the individual and/or
      the
      Service) for the portion of their work time engaged in the provision of such
      Service;




(ii)  the costs charged to the Providing Party by a third party provider in connection
      with such Service;




(iii)  the out-of-pocket and other expenses (other than expenses included in Transition
      Costs and the costs charged under item (i) above) incurred by the Providing
      Party in connection with such Service;




(iv)  taxes (other than Transfer Taxes) as set forth in
      Section 9(e) incurred by the Providing Party in connection with such
      Service; and




(v)  any costs expressly included as Service Costs in this Agreement, including
      costs
      as set forth in Section 3.7 of Exhibit A.




“ *Transfer
      Taxes* ”
      means all recordation, transfer, documentary, excise, sales, value added, use,
      stamp, conveyance or other similar taxes, duties or governmental charges, and
      all recording or filing fees or similar costs, imposed or levied by reason
      of,
      in connection with or attributable to the Separation of any
      Service.




“ *Transition
      Costs* ”
      means the one-time, initial set up, costs and expenses that are incurred by
      Parent Group in order to initiate the process of obtaining the Separation of
      any
      Service as contemplated by (and subject to) the terms and conditions of this
      Agreement and the costs of obtaining and, if applicable, modifying any
      contractual rights described in Section 6(c) of this Agreement,
      including such costs and expenses incurred prior to the date hereof by the
      Providing Party in preparation for the provision of the Services (for the
      avoidance of doubt, Transition Costs shall not include any annual or recurring
      fees, including without limitation, license fees, or any maintenance fees,
      support services fees, subscription fees or other costs relating to ongoing
      use).








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“ *Tronox
      Group* ”
      has the meaning given such term in the Master Separation Agreement.




Section 2.  Certain Transferred Personnel . 
      Parent hereby acknowledges and agrees that the individuals listed on Schedule 2 are identified as prospective Tronox Individuals (as such term is defined in
      the
      Employee Benefits Agreement (as defined in the Master Separation Agreement))
      each of whom may become, if not already, employees of the Tronox Group as of
      the
      Closing Date.  Each party agrees that, for a period of  one year after
      the Closing Date, neither party nor its respective Affiliates shall recruit,
      offer employment to, hire or engage as a consultant any Person who is an
      employee of the other party immediately after the Closing Date; *provided* that the foregoing provision will not prohibit any general solicitation of
      employment not specifically directed toward employees of either Group or the
      soliciting or hiring of any individual who terminated his or her own employment
      with any member of the other Group or whose employment was terminated by any
      member of the other Group prior to such solicitation or hiring.





Section 3.  Services .




(a)  Except as otherwise provided herein, on the terms and subject to the conditions
      set forth herein, Parent shall provide, or cause one or more members of its
      Group to provide, the Tronox Group with each of the services listed
      on Exhibit A and Tronox shall provide, or cause one or more members of its Group to provide,
      the Parent Group with each of the services listed on Exhibit B (each service listed on Exhibit A or Exhibit B being a “ *Service* ”
      and, collectively, the “ *Services* ”),
      in each case beginning on the *“Start
      Date”* set forth on Exhibit A or Exhibit B for such Service and ending on the earlier of (i) the *“End
      Date”* set forth on Exhibit A or Exhibit B for such Service, (ii) the termination of this Agreement, or (iii) the
      termination of such Service pursuant to Section 11(b) (each such
      duration, a “ *Service
      Term* ”).
      For the avoidance of doubt, it is understood that services included as
“Services” may include, subject to the terms and conditions of this Agreement,
      the transfer and installation of certain hardware, software, related licenses
      and applications, and other items as set forth on Exhibit A , Exhibit B or
      pursuant to the Master Separation Agreement.




(b)  Subject to the provisos set forth in this Section 3(b), the Transition
      Costs incurred by the Parent Group in connection with Separation of the Services
      to be provided to the Tronox Group shall be borne 100% by the Parent Group
      and
      such Transition Costs shall not be included in the calculation of Service Costs
      payable by the Tronox Group for such Services; *provided* , *however,* that, with respect to each line item set forth in Exhibit C ,
      in no event shall Parent Group have any obligation to incur any Transition
      Costs
      in excess of the specific amount allocated to each such line item set forth
      on Exhibit C (with respect to each line item on Exhibit C ,
      the “ *Per
      Line Maximum Amount of Transition Costs* ”)
      and in no event in an aggregate amount in excess of $11 million; *provided, further* ,
      that any Transition Costs in excess of the applicable Per Line Maximum Amount
      of
      Transition Costs shall be borne 100% by Tronox Group.  All Transfer Taxes
      incurred in connection with the Separation of the Services shall be borne 100%
      by the Parent Group, subject to Section 9(e).  Such Transition Costs
      shall not be included in the calculation of Service Costs payable by the Tronox
      Group for such Services.




(c)                                 
      It is understood and agreed amongst the parties that, notwithstanding any
      provision to the contrary in this Agreement, the Providing Party shall have
      no
      obligation whatsoever to upgrade systems, invest in product enhancements or
      increase staffing, capacity, functionality, reliability or any other aspect
      of
      any Service beyond the level that exists as of the date hereof with respect
      to
      any Service.







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(d)  Notwithstanding anything to the contrary contained herein, during the Term,
      a
      Receiving Party may from time to time request that a Providing Party provide
      special services or projects in addition to the Services, and (subject to the
      mutual agreement of the parties hereto) such Providing Party shall make
      commercially reasonable efforts to provide such additional services or
      projects.  If such Providing Party agrees to provide such additional
      services or projects, the parties shall negotiate in good faith to establish
      the
      terms (including, without limitation, price) for providing such additional
      services or projects and, following agreement on such terms, Exhibit A or Exhibit B hereof shall be amended, as applicable, to include such additions.







Section 4.  Standards of Performance; Level of Services .




(a)  Each Providing Party, with respect to any Service, shall perform such Service
      exercising the same degree of care, at the same general level and at the same
      general degree of accuracy and responsiveness, in each case as it exercises
      in
      performing the same or similar services for its own account, with priority
      equal
      to that provided to its own businesses and members of its
      Group.




(b)  In
      no event shall any party, as Receiving Party with respect to any Service, be
      entitled to increase its use of such Service above that level of use specified
      in the exhibit related thereto without the prior written consent of the
      Providing Party.  Notwithstanding anything to the contrary in this
      Agreement, the Providing Party shall not be required to provide the Receiving
      Party with levels of such Service above the levels that existed prior to the
      date hereof or with the advantage of systems, equipment, facilities, training,
      services or improvements procured, obtained or made after the date
      hereof.




(c)  Notwithstanding anything to the contrary contained herein, the Providing Party
      with respect to any Service may, but is not required to, make changes from
      time
      to time in the manner in which such Service is provided if (i) the
      Providing Party is making similar changes in the manner in which such Service
      is
      provided to it and members of its own Group, (ii) the Providing Party
      furnishes to the Receiving Party substantially the same notice the Providing
      Party provides to members of its own Group with respect to such changes, and
      (iii) such changes shall not create a substantial risk of a material
      disruption of the Receiving Party’s business or of the Receiving Party’s
      incurring a material loss or liability.




(d)  Each Group shall nominate a representative to act as the primary contact person
      for the provision of all of the Services (the “ *Service
      Coordinators* ”). 
      The initial Service Coordinators shall be Kenneth Crouch for the Parent Group
      and Mary Mikkelson for the Tronox Group.  Each party shall notify the other
      party in writing of any change in the Service Coordinators.  The parties
      agree that all communications relating to the provision of the Services shall
      be
      directed to the Service Coordinators.




(e)  In
      order to monitor, coordinate and facilitate implementation of the terms and
      conditions of this Agreement, the parties shall establish (i) a *“Steering
      Committee”* consisting of at least one (1) senior manager from each of Parent Group and
      Tronox Group and whereby each such Group is equally represented and
      (ii) an *“Operating
      Committee”* consisting,













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as
      necessary, of
      one (1) representative of each of Parent Group and Tronox Group from each
      functional area that is the subject ofExhibits A and B (for such time as
      Service Terms within such functional areas are in effect).  The Steering
      Committee shall provide general oversight of the terms and conditions of this
      Agreement and shall work in good faith to resolve any disputes arising under
      this Agreement as set forth under Section 7. The Operating Committee shall
      be responsible for the day-to-day operations related to the implementation
      of
      the terms and conditions of this Agreement and the exhibits hereto.  The
      initial Steering Committee representatives shall be (i) for the Parent
      Group, Al Harris, Fran Heartwell and John M. Rauh and (ii) for Tronox
      Group, Tom Adams, Mary Mikkelson and Robert Y. Brown.  The initial
      Operating Committee representatives shall be (i) for the Parent Group, Ray
      Gonzales, Steve Miller and Ron McCauley and (ii) for Tronox Group, Mark
      Meadors, Candace Kahle, Melody Walke, Bill Snider and Cliff Dolton.  The
      initial Steering Committee and Operating Committee representatives shall not
      be
      changed by either Group on less than ten (10) days’ prior written notice to
      the Service Coordinator of the other Group. The Steering Committee and Operating
      Committee representatives shall meet at least monthly (or more frequently if
      needed) during the Term of this Agreement;*provided*, the members of the
      Steering Committee and the Operating Committee may participate in meetings
      of
      such committees by means of conference telephone, videoconferencing or other
      communications equipment by means of which all persons participating in the
      meeting can hear each other. The Steering Committee and Operating Committee
      representative for each Group shall stay reasonably apprised of the activities
      of the employees, agents and contractors of such Group who are providing or
      receiving the Services in order to maximize efficiency in the provision and
      receipt of the Services. Actions of the Steering Committee shall require the
      approval of Steering Committee representatives from each of the Parent Group
      and
      the Tronox Group.




Section 5.  Resources . 
      In connection with the Services, the Receiving Party shall make reasonably
      available for consultation with the Providing Party those retained employees
      and
      consultants or other service providers of the Receiving Party reasonably
      necessary for the effective provision of such Services.




Section 6.  Third Parties .




(a)  The Providing Party with respect to a particular Service shall make reasonably
      available such personnel, facilities, equipment, systems and management as
      are
      required to provide such Service.  Subject to Section 4, the Providing
      Party shall have the right to designate which such resources it shall assign
      to
      perform such Service and shall have the right to remove and replace any such
      resources at any time or designate any other members of its Group or a third
      party provider to perform such Service; *provided, however,* that (i) the Providing Party shall use commercially reasonable efforts to
      prevent the disruption to the Receiving Party in the transition of the Service
      to different resources or another provider and (ii) with respect to
      Services that are not currently outsourced by a Providing Party to a third
      party, any substitution of a third party provider in connection with the
      provision of such Service shall be subject to the approval of the Steering
      Committee.  Notwithstanding the foregoing, each Providing Party shall
      remain solely responsible, in accordance with the terms of this Agreement,
      for
      the performance of any Service it is required to provide hereunder.




(b)  With respect to Services that are currently outsourced by Parent Group to third
      parties, Parent Group shall reasonably assist the Tronox Group in seeking to
      cause such third parties to provide such Services to the Tronox Group.  In
      the event Parent Group is not able











5




to
      secure the agreement of any third parties to provide Services to the Tronox
      Group, Parent Group shall reasonably assist the Tronox Group in seeking to
      obtain substantially similar services from another source on substantially
      similar terms and conditions as those currently being provided.





(c)  If, and to the extent, required, the Tronox Group, on the one hand, and the
      Parent Group, on the other hand, shall cooperate in good faith in seeking to
      obtain any required transfer or assignment agreements or any other agreements
      necessary to transfer contractual rights of the Parent Group, that existed
      immediately prior to the Closing Date, to receive services or license software,
      to the extent (i) such agreements or rights are necessary for the provision
      of Services to the Tronox Group and (ii) such rights were utilized by the
      Tronox Group prior to the Closing Date.  Such agreements shall be in the
      name or for the benefit of the applicable member, or members, of the Tronox
      Group.  The cooperation required hereunder shall be included in the Service
      to which it is related.  For the avoidance of doubt, the parties agree and
      acknowledge that a Providing Party shall not be liable under this Agreement
      for
      any annual or recurring fees, including without limitation license fees, or
      any
      maintenance fees, support services fees, subscription fees or other costs
      relating to ongoing use by a Receiving Party stemming from a transfer to such
      Receiving Party pursuant to a Service hereunder.




(d)  A
      Providing Party shall not enter into any agreement or contract with any third
      party to provide any Services hereunder pursuant to which the Receiving Party
      would remain obligated to such third party upon the conclusion of this Agreement
      without such Receiving Party’s prior written consent, such consent not to be
      unreasonably withheld, delayed or conditioned.




(e)  Without prejudice to the obligations of the Parent Group under
      Section 3(b) and Exhibit C of this Agreement, the Receiving Party
      shall be solely responsible for acquiring or otherwise obtaining all assets
      and
      rights for third party services not otherwise obtained as a result of the
      expenditure of such Transition Costs, including without limitation, hardware,
      software, information systems and other materials and third party services,
      reasonably necessary in connection with the Separation of any Service as
      contemplated by this Agreement.




Section 7.  Good Faith Cooperation; Dispute Resolution .




(a)  The parties shall cooperate in good faith in all matters relating to the
      provision and receipt of the Services.  Such cooperation shall include
      exchanging information, providing access to personnel, equipment, office space,
      electronic systems and other property, performing true-ups and adjustments
      and
      obtaining all consents, licenses, sublicenses or approvals necessary to permit
      each party to perform its obligations hereunder.




(b)  In
      the event of a dispute under this Agreement, either Group may give notice to
      the
      other Group requesting that the Steering Committee in good faith try to resolve
      (but without any obligation to resolve) such dispute.  Not later than 10
      days after said notice, each Group shall submit to the other Group a written
      statement setting forth such Group’s description of the dispute and of the
      respective positions of the Groups on such dispute and such Group’s recommended
      resolution and the reasons why such Group feels its recommended resolution
      is
      fair and equitable in light of the terms and spirit of this Agreement. 
Such statements represent part of a good-faith effort to resolve a dispute
      and
      as such, no statements prepared by a Group











6




pursuant
      to this Section 7 may be introduced as evidence or used as an admission
      against interest in any arbitral or judicial resolution of such
      dispute.




(c)  If
      the dispute continues unresolved for a period of five days (or such longer
      period as the Steering Committee may otherwise agree upon) after the
      simultaneous exchange of such written statements, then the Steering Committee
      shall promptly commence good-faith negotiations to resolve such dispute but
      without any obligation to resolve it.  The initial negotiating meeting may
      be conducted by teleconference.




(d)  Not later than seven days after the commencement of good-faith negotiations
      under Section 7(c) above:  (i) if the Steering Committee
      renders an agreed resolution on the matter in dispute, then both Groups shall
      be
      bound thereby; and (ii) if the Steering Committee does not render an agreed
      resolution, then the dispute shall be submitted for resolution pursuant to
      Section 7(e).




(e)  Disputes arising under this Agreement and not resolved by the Steering Committee
      within seven days under clause (i) of Section 7(d) shall be
      submitted in writing to an appropriate executive officer of each party. 
The executive officers shall attempt to resolve any dispute submitted to them
      for resolution in accordance with this Section 7(e) through
      consultation and negotiation, within 30 days after such submittal (or such
      longer period as may be mutually agreed by the parties).  The executive
      officers may request the assistance of an independent mediator if they believe
      that such a mediator would be of assistance to the efficient resolution of
      the
      dispute.




(f)  Subject to Section 11(c), during the course of resolution of any dispute,
      the rights and obligations of the parties under this Agreement, including with
      respect to the subject matter of such dispute, shall continue.




(g)  If
      the parties fail to resolve any dispute pursuant to this Section 7, then
      the provisions of Section 18 shall apply.




Section 8.  Exceptions to Providing Party’s Obligation to Perform .




(a)  The Providing Party with respect to any Service shall not be required to provide
      such Service to the extent the performance of such Service would require the
      Providing Party to violate any applicable Law or would result in the breach
      of
      any software license or other Contract with a Person not a member of the
      Providing Party’s Group.  If the Providing Party with respect to any
      Service reasonably determines that it is unable to provide such Service in
      accordance with the terms hereof, the parties shall cooperate to determine
      the
      best alternative approach.  Until such alternative approach is found or the
      problem is otherwise resolved to the satisfaction of the parties, the Providing
      Party shall use commercially reasonable efforts to continue to provide such
      Service. To the extent the parties agree upon an alternative approach that
      requires payment of amounts above and beyond what the Receiving Party is
      required to pay under this Agreement for such Service, such excess amounts
      shall
      be borne by the Receiving Party, or as otherwise agreed by the
      parties.




(b)  Notwithstanding anything to the contrary contained herein,













7


(i)  if
      the Receiving Party (A) elects to decommission, replace, modify or change
      its information technology or communications systems or any other aspect of
      its
      business relationship relating to a Service in a manner that prevents the
      Providing Party from providing such Service as required hereunder (in the
      understanding that the Receiving Party shall provide the Providing Party with
      five (5) Business Days prior notice of any such election), or
      (B) fails to acquire the hardware, software, information systems or other
      materials or third party services reasonably necessary for the Separation of
      any
      Service pursuant to Section 6(e) of this Agreement and such failure
      prevents the Providing Party from providing such Service as required hereunder,
      then, in each case, the Providing Party shall have no liability whatsoever
      with
      respect to the effectiveness or quality of such Service and, following five
      (5) Business Days prior written notice to the Receiving Party, shall be
      excused from the performance of such Service;




(ii)  if
      the Tronox Group is unable, despite the reasonable assistance of the Parent
      Group in accordance with Section 6(b) of this Agreement and the good
      faith cooperation of the Parent Group in accordance with
      Section 7(a) of this Agreement, to secure the agreement of third
      parties with whom Parent Group has outsourced certain Services to provide such
      Services to the Tronox Group, the Parent Group shall have no liability
      whatsoever with respect to the effectiveness or quality of any Service that
      is
      prevented, hindered, or delayed thereby and, following five (5) Business
      Days prior written notice to the Receiving Party, shall be excused from the
      performance of such Service; and




(iii)  if
      the Tronox Group is unable, despite the good faith cooperation of the Parent
      Group in accordance with Sections 6(c) and 7(a) of this Agreement, to
      obtain any required transfer or assignment agreements or any other agreements
      necessary to transfer contractual rights of the Parent Group, that existed
      immediately prior to the Closing Date, the Parent Group shall have no liability
      whatsoever with respect to the effectiveness or quality of any Service that
      is
      prevented, hindered, or delayed thereby and, following five (5) Business
      Days prior written notice to the Receiving Party, shall be excused from the
      performance of such Service; and




(iv)  the Parent Group may suspend performance and the Tronox Group’s access to
      information technology or communications systems used by the Parent Group if,
      in
      the Parent Group’s reasonable judgment, the integrity, security or performance
      of such systems, or any data stored thereon, is being or is likely to be
      jeopardized by the activities of any member of the Tronox Group, its employees,
      agents, representatives or contractors.




Section 9.  Payment and Audit Rights .




(a)  Generally . 
      In consideration of each Service provided hereunder, during the Term of this
      Agreement, the Receiving Party shall pay the Providing Party, on a monthly
      basis, an amount equal to the Service Costs attributable to the Services
      provided by the Providing Party during the prior month period.  Upon a
      material reduction in the Services to be provided to the Receiving Party by
      the
      Providing Party (through Separation), such payment amounts shall be
      commensurately reduced.  With respect to any particular Service, if any,
      requiring additional payment by the Receiving Party, the Receiving Party shall
      pay the Providing Party in accordance with the specifications set forth on
      the
      exhibit describing such Service.  To the extent that during













8




the
      Term of this Agreement the parties mutually agree to modify, amend, delete
      or
      add to the Services, the parties shall cooperate to determine in good faith
      an
      equitable adjustment to the amounts paid by the Receiving Party to the Providing
      Party.




(b)  Invoices . 
      With respect to the Services actually provided, the Providing Party shall
      invoice the Receiving Party on a monthly basis for all amounts due the Providing
      Party hereunder with respect to such Services. For the avoidance of doubt,
      it is
      hereby understood that, unless mutually agreed in writing amongst the parties
      hereto, amounts due hereunder shall consist solely of Service Costs. Such
      invoices shall be accompanied by a reasonable accounting of all invoiced
      amounts, all third party invoices and receipts related to such invoiced amounts
      and such other supporting documentation as may be reasonably requested by the
      Receiving Party.




(c)  Payment . 
      Each party shall pay the other party for any properly invoiced amounts within
      30
      days of receipt of the invoice and other information required by
      Section 9(b); *provided, however,* that if such paying party shall have a bona fide dispute with the amount
      invoiced, then such paying party shall pay only the undisputed amount at such
      time and the parties shall seek to resolve such dispute in accordance with
      Section 7 of this Agreement. All payments hereunder shall be made by
      deposit of United States Dollars in the requisite amount to such bank account
      as
      the party receiving such payment may from time to time designate by notice
      to
      the paying party.  Late payments of undisputed amounts shall bear interest
      at the published one-month LIBOR Rate plus 2% per annum.




(d)  Audit Rights . 
      With respect to a particular Service, the Receiving Party shall have the right
      to audit the financial and other records of the Providing Party and any member
      of the Providing Party’s Group related to the provision of such Service, the
      systems and undertakings (including testing protocols) used to provide such
      Service and the incurrence of Transition Costs; *provided* , *however* ,
      that such right to audit shall exist only for so long as such financial or
      other
      records are retained by the Providing Party under its records retention policies
      or practices; *provided, further, that* such financial and other records shall be retained for a minimum of two years
      after the termination of this Agreement.  If any such audit reveals any
      excess amounts paid by the Receiving Party, the Providing Party shall, promptly
      after receipt of the results of such audit, (a) pay to the Receiving Party
      any such excess amounts, with interest from the date of payment due at the
      published one-month LIBOR Rate plus 2% per annum, and (b) if such excess
      amounts represent more than 2% of the total amount actually owed under this
      Agreement with respect to such Service, reimburse the Receiving Party for the
      reasonable out-of-pocket cost of such audit.




(e)  Taxes . 
      Any taxes (other than Transfer Taxes) assessed on the provision of any Service
      hereunder shall be included in the Service Costs of such Services.





Section 10.  Confidentiality .




(a)  With respect to any Service, the Receiving Party with respect thereto agrees
      that (i) all software, hardware or data store, procedures and materials
      provided to such Receiving Party by or on behalf of the Providing Party in
      connection with such Service are solely for the use of the Receiving Party
      and
      members of its Group solely for purposes of using such Services during the
      Term
      (provided that benefits received by third parties in the ordinary course of
      business conducted with a Receiving Party shall not be subject to
      this Section 10 );
      (ii) title to













9


any
      software, hardware or data store or any other intellectual property or
      proprietary right of any kind used in performing such Service shall, as between
      such Receiving Party and the Providing Party, remain in the Providing Party;
      (iii) such Receiving Party shall not copy, modify, reverse engineer,
      decompile, distribute or in any way alter or make derivative works of any
      software, hardware or data store used in performing such Service without the
      Providing Party’s prior written consent, and (iv) such Receiving Party
      shall comply with any and all usage guidelines pertaining to any Service and
      provided by or on behalf of a Providing Party, including without limitation,
      any
      and all usage guidelines pertaining to software, data, or other intellectual
      property or proprietary rights. Notwithstanding the foregoing, (x) the hardware
      and software licenses set forth in Schedules 2.2(j), 2.2(k) and 2.2(l) shall
      not
      be subject to this Section 10(a) (and the Tronox Group shall be solely
      responsible for complying with all terms and conditions applicable to such
      hardware and software licenses) and (y) any software, hardware, data store,
      procedures or materials purchased for the Receiving Party pursuant to
      Section 3(b) of this Agreement in connection with the Separation of a
      Service or the independent functionality of the Receiving Party, and any assets
      acquired or purchased by a Receiving Party for its own account, shall not be
      subject to this Section 10(a).




(b)  Each party shall use the other party’s data solely to exercise its rights or
      perform its obligations, as applicable, under this Agreement.  No party
      shall sell, assign, lease, disseminate or otherwise dispose of any of the other
      party’s data received or accessed as a consequence of the receipt or performance
      of Services pursuant to this Agreement.  No party shall possess or assert
      any property interest in, or any lien, security interest or other right against
      or to, any of the other party’s data, and each party shall afford to the other
      party’s data the same level of security that is afforded to its own data. 
Nothing in this Agreement or in the performance or use of the Services hereunder
      shall be deemed to transfer, assign or otherwise convey any rights, title or
      interests in or to any intellectual property or proprietary rights of one party
      to the other party *;
      provided, however* ,
      each party shall grant to the other party a non-exclusive, limited purpose,
      non-transferable, non-assignable, non-sublicenseable license to any intellectual
      property set forth in Schedule 2.2(m) of
      Exhibit A and any software interfaces owned exclusively and developed
      in-house by the Providing Party and used to provide Services hereunder
      (collectively, the “ *Licensed
      Intellectual Property* ”),
      to the extent such intellectual property license is necessary, in the case
      of a
      Receiving Party, to utilize the Services in accordance with this Agreement,
      and
      in the case of a Providing Party, such license is necessary to perform its
      obligations under this Agreement, which license shall terminate on the earlier
      of the date (x) the party granting such license shall no longer have the right
      to license such Licensed Intellectual Property as contemplated herein, and
      (y)
      the recipient of such license ceases to use such Licensed Intellectual Property
      in connection with the Services described in this Agreement in the manner
      expressly contemplated and described in this Agreement. Each party expressly
      reserves all rights, title and interests in and to its intellectual property
      that are not licensed in accordance with this Agreement.   Each party
      shall not possess or assert any interest in or any lien or security interest
      or
      other right against or to any of the other party’s intellectualproperty beyond
      any licenses granted pursuant to this Agreement.  Notwithstanding any other
      provision of this Agreement, each party shall be free to use for itself and
      for
      others, in any manner, the general knowledge, skill or experience acquired
      by
      that party in the course of the performance of this Agreement, including using
      that knowledge for any present or future customer or other business
      partner.











10


(c)  The parties hereto acknowledge that, pursuant to the mutual provision of
      Services or as a result of the transfer of certain business operations and
      assets (including information technology, software and hardware) contemplated
      by
      the Master Separation Agreement, each Group shall possess or have access
      (intentionally or inadvertently) to information that belongs to the other Group
      or has commercial value in that other Group’s business, and is not in the public
      domain, including information relating to its customers, suppliers, finances,
      operations, facilities and markets ( *“Confidential
      Information”* ). 
      Neither Group shall disclose, use, sell, assign, lease or otherwise dispose
      of
      the other Group’s Confidential Information, except as otherwise expressly
      permitted by this Agreement or the Master Separation Agreement. A Providing
      Party hereunder shall not, and shall use its commercially reasonable efforts
      to
      ensure that Providing Party’s employees, contractors and other agents do not use
      the Services to access any of a Receiving Party’s Confidential Information that
      is outside the scope of the Service provided.  Nothing in this
      Section 10(c) shall be construed as obligating any party hereto to
      disclose its Confidential Information to any other party, or as granting to
      or
      conferring on another party, expressly or by implication, any rights or license
      to its Confidential Information, provided that the parties acknowledge that,
      in
      order to perform the Services, a Providing Party shall have custody of and
      usage
      of certain of a respective Receiving Party’s Confidential Information and each
      party hereby grants to each other party acting as a Providing Party to it the
      right to do so in accordance with this Agreement.




(d)  Notwithstanding Section 10(c), Information is not Confidential Information
      to the extent that: (i) the Information is or becomes publicly available
      through no fault of the party which received the Information from the other
      party, (ii) the same Information is rightfully in the possession of a party
      prior to receipt of that Information from another party; *provided, however* that Tronox Group Information or data that is in the Parent Group’s possession
      prior to the Closing Date and is otherwise Confidential Information of the
      Tronox Group shall be Confidential Information, (iii) the same Information
      is independently developed (without the use of another party’s Confidential
      Information) by the party which received that information from such other party,
      or (iv) the same Information becomes available to a party on a
      non-confidential basis from a source other than another party hereto, which
      source, to the knowledge of the disclosing party, is not prohibited from
      disclosing that information by a legal, contractual or fiduciary obligations
      to
      the party about whom such Information pertains.




(e)  Notwithstanding Section 10(c), a party hereto shall not have violated the
      terms of this Section 10 for disclosing Confidential
      Information:




(i)  to
      third parties performing services required under this Agreement where (A) 
use of that Confidential Information by that third party is authorized under
      this Agreement; or (B) disclosure is reasonably necessary or typically
      occurs in the natural course of the third party’s duties; *provided* ,
      in each case, *that* the third party has executed a written confidentiality agreement under which
      the
      third party is obligated to maintain the confidentiality of the Confidential
      Information in a manner substantially equivalent to this Agreement;




(ii)  in
      order to comply with any applicable Laws, *provided that* as
      soon as practicable and legally permitted the disclosing party shall notify
      the
      party whose Confidential Information was or is to be disclosed of the disclosure
      or possible disclosure under this subsection; or











11


(iii)  to
      the disclosing party’s independent auditors under an obligation of
      confidentiality.





Section 11.  Term .




(a)  The term of this Agreement (the *“Term”* )
      shall commence on the date hereof, and, unless earlier terminated in accordance
      with Section 11(b), shall continue until the first anniversary of the
      Closing Date.  This agreement may only be extended by written agreement of
      the parties as evidenced by the signature of authorized representatives of
      such
      parties.




(b)  Notwithstanding the foregoing, the commencement dates and, if sooner than the
      first anniversary of the Closing Date, the termination dates of any Service
      shall be as set forth in the applicable exhibit; *provided, however,* that
      where such dates are not specified in the exhibits, the term of a Service shall
      coincide with the term of this Agreement; *provided, further,* that the Receiving Party with respect to any Service may terminate the term
      of
      such Service upon thirty (30) days notice to the Providing Party.




(c)  Notwithstanding anything to the contrary set forth in this Agreement, if any
      party hereto defaults in any of its material obligations with respect to a
      Service hereunder, and such default is not cured within 30 days after the
      resolution, pursuant to Section 7, of a dispute entered as a result of such
      default, the party not in default shall be entitled, without prejudice to any
      of
      its other rights conferred on it by this Agreement, and in addition to any
      other
      remedies available to it by law or in equity, to terminate its obligations
      with
      respect to such Service.




Section 12.  Consequences of Termination .




(a)  Termination or expiration of this Agreement for any reason shall be without
      prejudice to any rights that shall have accrued to the benefit of a party prior
      to such termination or expiration.  Such termination, relinquishment, or
      expiration shall not relieve a party from obligations that are expressly
      indicated to survive the termination or expiration of this
      Agreement.




(b)  Upon termination or expiration of this Agreement, each party, at the request
      of
      the other, shall return all relevant records and materials in its possession
      or
      control containing or comprising the other party’s Information and to which the
      returning party does not retain rights hereunder (except one copy of which
      may
      be retained in such files for archival purposes).




Section 13.  Disclaimer of Warranties . 
      EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY AND IMPLIED,
      INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
      PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, NO ENCUMBRANCES,
      SYSTEM INTEGRATION, ACCURACY, WORKMANLIKE EFFORT AND WARRANTIES ARISING THROUGH
      COURSE OF DEALING OR USAGE OF TRADE.  NEITHER PARTY MAKES ANY
      REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY, AVAILABILITY,
      RELIABILITY, SECURITY, PERFORMANCE OR ADEQUACY OF THE SERVICES.











12


Section 14.  Damages . 
      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS EXPRESSLY
      SET FORTH HEREIN, NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY HERETO
      (INCLUDING ITS RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS OR ASSIGNS,
      AS THE CASE MAY BE, HEREUNDER) FOR ANY LOSSES THAT ARE NOT REASONABLY
      FORESEEABLE OR ANY DAMAGES FOR THE LOSS OF PROFITS, BUSINESS, ANTICIPATED
      SAVINGS, GOODWILL, OR THE LOSS OF OR DAMAGE TO DATA OR ANY OTHER INCIDENTAL,
      CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR
      ITS
      TERMINATION OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, WHETHER FOR
      BREACH OF REPRESENTATION OR WARRANTY OR COVENANT OR OTHER AGREEMENT OR ANY
      OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN
      CONTRACT OR TORT (INCLUDING GROSS NEGLIGENCE, NEGLIGENCE AND STRICT PRODUCT
      LIABILITY) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE
      POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.  EACH PARTY HERETO HEREBY WAIVES
      ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE
      REMEDY.




Section 15.  Indemnification .
      The Providing Party with respect to a particular Service shall not have any
      liability to the Receiving Party with respect thereto for the furnishing of
      or
      failure to furnish such Service hereunder, including for Liabilities arising
      out
      of the gross negligence or willful misconduct of the Providing Party or a member
      of its Group.  The Receiving Party shall indemnify, defend and hold
      harmless the Providing Party and each of its Affiliates and each of their
      respective officers, directors, employees, stockholders, agents and
      representatives (each an “ *Indemnitee* ”)
      in respect of all Liabilities related to, arising from, asserted against or
      associated with any Service.




Section 16.  Subrogation . 
      If any liability arises from the performance of any Service hereunder by a
      third
      party contractor, the Receiving Party with respect to such Service shall be
      subrogated to such rights, if any, as the Providing Party may have against
      such
      third party contractor.




Section 17.  Counterparts; Entire Agreement .




(a)  This Agreement may be executed in one or more counterparts, all of which shall
      be considered one and the same agreement, and shall become effective when one
      or
      more counterparts have been signed by each of the parties and delivered to
      the
      other party.




(b)  This Agreement, and the exhibits and schedules hereto, contain the entire
      agreement between the parties with respect to the subject matter hereof,
      supersede all previous agreements, negotiations, discussions, writings,
      understandings, commitments and conversations with respect to such subject
      matter and there are no agreements or understandings between the parties other
      than those set forth or referred to herein or therein.











13


Section 18.  Governing Law; Jurisdiction; Jury Trial Waiver .




(a)  This Agreement shall be governed by, and construed in accordance with, the
      laws
      of the State of New York without giving effect to principles of conflicts of
      laws thereof.




(b)  Each of the parties hereto (i) consents to submit itself to the personal
      jurisdiction of the United States District Court for the Southern District
      of
      New York or the Supreme Court of The State of New York, New York County in
      the
      event any dispute arises out of this Agreement or any of the transactions
      contemplated hereby, (ii) agrees that it will not attempt to deny or defeat
      such personal jurisdiction by motion or other request for leave from any such
      court, and (iii) agrees that it will not bring any action relating to this
      agreement or any of the transactions contemplated hereby in any court other
      than
      the United States District Court for the Southern District of New York or the
      Supreme Court of the State of New York, New York County.




(c)  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
      BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
      OR
      BY THE TRANSACTIONS CONTEMPLATED HEREBY.




Section 19.  Assignability . 
      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, without prejudice to the provisions of Section 6 of this Agreement,
      no party hereto may assign its respective rights or delegate its respective
      obligations under this Agreement without the express prior written consent
      of
      the other parties hereto, except that any party may assign any of its rights
      or
      obligations under this Agreement to any member of its Group without the prior
      written consent of the other party.




Section 20.  Third Party Beneficiaries .




(a)  Except for the indemnification rights under this Agreement of any Indemnitee
      in
      its capacity as such, (a) the provisions of this Agreement are solely for
      the benefit of the parties hereto and are not intended to confer upon any other
      any rights or remedies hereunder and (b) there are no third party
      beneficiaries of this Agreement and this shall not provide any third person
      with
      any remedy, claim, liability, reimbursement, claim of action or other right
      in
      excess of those existing without reference to this Agreement.




(b)  Unless otherwise expressly provided herein (other than in the ordinary course
      of
      business of the Receiving Party), (i) each Service shall be provided solely
      for the benefit of the applicable Receiving Party and members of its Group
      and
      (ii) no party may sell, transfer, assign or otherwise use the Services
      provided to it hereunder or its right to receive such Services, in whole or
      in
      part, for the benefit of any Person other than a member of its
      Group.




Section 21.  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:











14







To
                Parent or any
              member
                of the
              Parent
                Group:
            
            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
                Counsel*with
                a copy to:*
            
            Covington &
                Burling
              1330
                Avenue of the Americas
              New
                York, New York 10019
              Facsimile:   212-841-1010
              Attention:   Scott
                F. SmithTo
                Tronox or any
              member
                of the
              Tronox
                Group:
            
            Tronox
                Incorporated
              123
                Robert S. Kerr Avenue
              Oklahoma
                City, Oklahoma 73102
              Facsimile:   405-270-4504
              Attention:   Chief
                Executive Officer*with
                a copy to:*
            
            Tronox
                Incorporated
              123
                Robert S. Kerr Avenue
              Oklahoma
                City, Oklahoma 73102
              Facsimile:   405-270-4101
              Attention:   General
                Counsel




Section 22.  Independent Contractor. At
      all times during the term of this Agreement, the Providing Party shall be
      an  independent contractor in providing the Services hereunder with the
      sole right to supervise, manage, operate, control and direct the performance
      of
      the Services and the sole obligation to employ, compensate and manage its
      employees and business affairs.  Nothing contained in this Agreement shall
      be deemed or construed to create a partnership or joint venture, to create
      the
      relationships of employee/employer or principal/agent, or otherwise create
      any
      liability whatsoever of any party with respect to the indebtedness, Liabilities,
      obligations or actions of the other party or any of its respective officers,
      directors, employees, stockholders, agents or representatives, or any other
      person or entity.




Section 23.  Severability . 
      If any provision of this Agreement or the application thereof to any Person
      or
      circumstance is determined by a court of competent jurisdiction to be invalid,
      void or unenforceable, the remaining provisions hereof, or the application
      of
      such provision to Persons or circumstances or in jurisdictions other than those
      as to which it has been held invalid or unenforceable, shall remain in full
      force and effect and shall in no way be affected, impaired or invalidated
      thereby, so long as the economic or legal substance of the transactions
      contemplated hereby is not affected in any manner adverse to any party. Upon
      such determination, the parties shall negotiate in good faith in an effort
      to
      agree upon such a suitable and equitable provision to effect the original intent
      of the parties.




Section 24.  Force Majeure . 
      The Providing Party shall not be in default hereunder by reason of any failure
      or delay in the performance of its obligations hereunder where such failure
      or
      delay is due to any cause beyond its control, including strikes, labor disputes,
      civil











15


disturbances,
      riot, rebellion, invasion, epidemic, hostilities, war, embargo, natural
      disaster, acts of God, flood, fire, sabotage, accident, delay in transportation,
      loss and destruction of property, intervention by Governmental Authorities,
      change in laws, regulations or orders, other events or any other circumstances
      or causes beyond the Providing Party’s control. In the event that any Providing
      Party reasonably expects a failure or delay in the performance of its
      obligations hereunder, such Providing Party shall promptly notify the Receiving
      Party of such expectation and shall set forth in such notice, if practicable,
      such Providing Party’s reasonable estimate of the nature, extent and duration of
      such expected failure or delay. Notwithstanding anything to the contrary
      contained herein, any Providing Party that experiences any shortage,
      interruption, delay inadequacy or limitation in the availability of any of
      the
      Services (by reason of force majeure or otherwise) and is unable to fulfill
      the
      Receiving Party’s requirements for those Services shall ensure that the
      Receiving Party is treated no less favorably than any member of the Providing
      Party’s Group in the allocation by the Providing Party between such Group
      members and the Receiving Party of such affected Services.




Section 25.  Headings . 
      The article, section and paragraph headings contained in this Agreement are
      for reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.




Section 26.  Survival . 
      The provisions of Sections 9, 10 (other than the licenses granted thereunder),
      as well as the related provisions of Sections 12 through 28, shall survive
      the expiration or earlier termination of this Agreement for any reason
      whatsoever.




Section 27.  Amendments . 
      No provisions of this Agreement shall be deemed waived, amended, supplemented
      or
      modified by any party, unless such waiver, amendment, supplement or modification
      is in writing and signed by the authorized representative of the party against
      whom it is sought to enforce such waiver, amendment, supplement or
      modification.




Section 28.  Interpretation . 
      Words in the singular shall be held to include the plural and vice versa and
      words of one gender shall be held to include the other genders as the context
      requires. The terms “hereof”, “herein”, and “herewith” and words of similar
      import shall, unless otherwise stated, be construed to refer to this
      Agreement  as a whole (including all of the Schedules and Exhibits hereto)
      and not to any particular provision of this Agreement. Article, Section,
      Exhibit and Schedule references are to the Articles, Sections,
      Exhibits and Schedules to this Agreement unless otherwise specified. The word
      “including” and words of similar import when used in this Agreement shall mean
“including, without limitation,” unless the context otherwise requires or unless
      otherwise specified. The word “or” shall not be exclusive.











16




IN
      WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
      executed and delivered as of the day and year first above written.




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