Exhibit
      10.51




Execution
      Copy




Master
      Separation Agreement (this
      “ *Agreement* ”),
      dated as of November 28, 2005 (the “ *Effective
      Date* ”),
      among Kerr-McGee Corporation, a Delaware corporation (“ *Parent* ”),
      Kerr-McGee Worldwide Corporation, a Delaware corporation (“ *Worldwide* ”),
      and Tronox Incorporated, a Delaware corporation (“ *Tronox* ”).







INTRODUCTION




Parent
      is engaged in two distinct businesses, an oil and gas exploration and production
      business and a chemical business. Each business is owned by a separate chain
      of
      subsidiaries owned indirectly by Parent. Parent’s United States domestic
      chemical business is held by a chain of subsidiaries, the parent entity of
      which
      is Tronox Worldwide LLC (formerly Kerr-McGee Chemical Worldwide LLC and herein
      referred to as “ *TWLLC* ”).
      The non-domestic chemical business, the parents of which are Kerr-McGee B.V.,
      KM
      Denmark International ApS, Kerr-McGee Finance (Curacao) and KM (Luxembourg)
      Holdings S.a.r.l., have been contributed into TWLLC prior to the Effective
      Date.
      TWLLC is a wholly-owned subsidiary of Worldwide. The parent entity of the oil
      and gas exploration and production business is a separate corporation whose
      parent entity is also Worldwide. The chemical business has no current ownership
      interest in the companies that comprise the oil and gas exploration and
      development business and the oil and gas exploration and development business
      has no current ownership interest in the companies that comprise the chemical
      business.




TWLLC,
      through its predecessor, has been in business since 1929, and has operated
      a
      number of chemical and other businesses including the current chemical business.
      TWLLC owns the chemical business and also certain contingent assets and
      contingent liabilities.




The
      Board of Directors of Parent (the “ *Board* ”)
      has determined that it is in the best interests of Parent and its stockholders
      to separate the chemical business and the oil and gas exploration and production
      business from their common ownership by Parent, and has authorized the
      separation through an initial public offering, a spin-off or a split-off of
      the
      chemical business, or a combination of some or all of these transactions
      (collectively, the “ *Separation* ”).
      To effect the Separation, Parent has formed Tronox as a new holding company
      to
      hold the limited liability company membership interests in TWLLC (the *“Membership
      Interests”* )
      and to issue a limited number of its shares for its own account in the Initial
      Public Offering (as defined below).




In
      connection with the Separation, Parent has agreed to provide certain financial
      support to Tronox in the form of reimbursement of certain environmental costs
      (such reimbursement, together with the contribution of the Membership Interests,
      the cancellation of inter-company indebtedness, and the other rights and
      benefits provided to Tronox under the Ancillary Agreements, are herein referred
      to as the “ *Contribution* ”).
      Concurrently with the Initial Public Offering, Tronox expects to raise up to
      $550,000,000 principal amount of debt through a bank financing (excluding the
      Revolving Credit Facility) and issuance of bonds (the “ *Concurrent
      Financings* ”).
      Parent currently intends, after the Initial Public Offering, to distribute
      (in
      one or more transactions or offerings) to holders of shares of Parent Common
      Stock, the shares of Tronox Class B Common Stock then owned directly or
      indirectly by Parent (the “ *Distribution* ”)
      or offer to exchange such shares of Tronox Class B Common Stock for shares
      of
      Parent Common Stock (the “ *Exchange* ”)
      or a combination thereof. The Contribution is intended to qualify as a tax-free
      reorganization under Section 368(a)(1)(D) of the Code (as defined below) and
      the
      Distribution or the Exchange (or combination thereof) are intended to qualify
      as
      a pro rata or non-pro rata tax-free distribution under Sections 355 and
      368(a)(1)(D) of the Code (as defined below).







All
      or a substantial portion of the net proceeds of the Initial Public Offering
      and
      Concurrent Financings will be distributed by Tronox to Worldwide and by
      Worldwide to Parent in a distribution described in Section 361(b)(1)(A) of
      the
      Code (as defined below). Parent intends to use such proceeds to satisfy
      third-party obligations of Parent.




Parent,
      Worldwide and Tronox wish to set forth the principal corporate transactions
      required to effect the Contribution, the Initial Public Offering and the
      Distribution or Exchange and certain other matters relating to the
      Separation.




Accordingly,
      the parties hereby agree as follows:




ARTICLE
      I


DEFINITIONS




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




“ *Acquired
      Business* ”
      has the meaning set forth in Section 11.2(b)(ii).




“ *Acquisition
      Transaction* ”
      has the meaning set forth in Section 11.2(b)(iii).




“ *Action* ”
      means any demand, action, suit, countersuit, arbitration, inquiry, proceeding
      or
      investigation by or before any federal, state, local, foreign or international
      Governmental Authority or any arbitration or mediation tribunal.




“ *Affiliate* ”
      of any Person means any Person that directly, or indirectly through one or
      more
      intermediaries, controls, is controlled by, or is under common control with
      such
      Person. For the purposes of this definition only, “control” refers to the
      possession, directly or indirectly, of the power to direct the management or
      policies of a Person, whether through the ownership of voting securities or
      other interests, by contract or otherwise.




“ *Agent* ”
      means the distribution or exchange agent to be appointed by Parent to distribute
      to Parent’s stockholders all of the shares of Tronox Class B Common Stock held
      by Parent or a member of Parent’s Group pursuant to the Exchange or
      Distribution.




“ *Agreement* ”
      has the meaning given such term in the preamble to this Agreement.




“ *Ancillary
      Agreements* ”
      means, collectively, the Tax Sharing Agreement, the Employee Benefits Agreement,
      the Transition Services Agreement, the Transitional License Agreement and the
      Registration Rights Agreement.




“ *Annual
      Financial Statements* ”
      has the meaning set forth in Section 6.1(e).




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“ *Assets* ”
      means assets, properties and rights (including goodwill and rights arising
      under
      Contracts, including, without limitation, insurance policies), wherever located
      (including in the possession of vendors, other Persons or elsewhere), whether
      real, personal or mixed, tangible or intangible or contingent, in each case
      whether or not recorded or reflected or required to be recorded or reflected
      on
      the books and records or financial statements of any Person.




*“Assignment,
      Assumption and Indemnity Agreement* ”
      means the Assignment, Assumption and Indemnity Agreement, dated as of December
      31, 2002, between TWLLC and Kerr-McGee Oil & Gas Corporation, a copy of
      which is attached as Exhibit A to this Agreement.




*“Board”* has
      the meaning set forth in the Introduction.




“ *Business
      Day* ”
      means a day other than a Saturday, a Sunday or a day on which banking
      institutions located in the City of New York are closed.




*“Business
      Guarantees”* has
      the meaning set forth in Section 2.7(a).




“ *Claim
      Notice* ”
      has the meaning set forth in Section 5.3(a).




“ *Claimed
      Amount* ”
      has the meaning set forth in Section 5.3(a).




“ *Closing
      Date* ”
      means the date on which any shares of Tronox Class A Common Stock are sold
      to
      the Underwriters pursuant to the Firm Offering in accordance with the terms
      of
      the Underwriting Agreement.




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




“ *Commission* ”
      means the U.S. Securities and Exchange Commission.




“ *Competitive
      Business* ”
      has the meaning set forth in the Section 11.2(a).




“ *Concurrent
      Financings* ”
      has the meaning set forth in the Introduction.




“ *Consents* ”
      means any consents, waivers or approvals from, or notification requirements
      to,
      any third parties.




“ *Contracts* ”
      means any contract, agreement, lease, license, instrument or other commitment
      that is binding on any Person or any part of its property under applicable
      law.




“ *Contribution* ”
      has the meaning set forth in the Introduction.




“ *Controlling
      Party* ”
      has the meaning set forth in Section 5.3(e).




“ *Distribution* ”
      has the meaning set forth in the Introduction.




“ *Effective
      Date* ”
      has the meaning given such term in the preamble to this Agreement.




“ *Employee
      Benefits Agreement* ”
      means the Employee Benefits Agreement, dated as of the date hereof, between
      Parent and Tronox.




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“ *Environmental
      Law* ”
      means all foreign, federal, state, provincial and local statutes, codes,
      regulations, rules, orders, ordinances or other laws relating to the protection,
      preservation or conservation of the environmental and natural resources, as
      in
      effect from time to time.




“ *Environmental
      Remediation Costs* ”
      means the actual costs, including, with respect to a site associated with any
      Former Operation, the reasonable and documented internal allocated costs of
      Tronox’s Safety and Environmental Affairs unit, provided that such internal
      allocated costs are calculated in a manner consistent with past practice with
      respect to such Former Operation and are of the type that has historically
      been
      charged against the reserve established for such Former Operation, incurred
      and
      paid after the Closing Date by any member of the Tronox Group in connection
      with
      (i) the investigation of the physical circumstances surrounding a site
      associated with a Former Operation or (ii) the clean-up, governmental response,
      removal or remediation required by any Environmental Laws at a site associated
      with a Former Operation, in either case arising out of, or related to (x) the
      presence, Release or threatened Release of any Hazardous Substance occurring
      prior to the Closing Date, or (y) any circumstance occurring prior to the
      Closing Date forming the basis of any violation or alleged violation of, or
      any
      liability under, any Environmental Law.




*“Environmental
      Studies”* has
      the meaning set forth in Section 2.5(f).




“ *Exchange* ”
      has the meaning set forth in the Introduction.




“ *Exchange
      Act* ”
      means the Securities Exchange Act of 1934, as amended, together with the rules
      and regulations promulgated thereunder.




*“Existing
      Stock”* means the 10,000 shares of stock of Tronox held, on the date hereof, by
      Worldwide.




“ *Financial
      Statements* ”
      means, collectively, the Annual Financial Statements and the Quarterly Financial
      Statements.




“ *Firm
      Offering* ”
      has the meaning set forth in Section 3.1(b).




“ *Former
      Operation* ”
      means any business, commercial activity or operation previously conducted by
      or
      on behalf of the Tronox Group or their predecessors, but discontinued prior
      to
      the Effective Date and no longer so conducted, at a site currently or formerly
      owned or operated by, or where any Release may have occurred as a result of
      any
      act or omission of, any member of the Tronox Group or any of their
      predecessors.




“ *GAAP* ”
      means U.S. generally accepted accounting principles, consistently
      applied.




“ *Governmental
      Approvals* ”
      means any notices, reports or other filings to be made, or any consents,
      registrations, approvals, permits or authorizations to be obtained from, any
      Governmental Authority.




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“ *Governmental
      Authority* ”
      means any federal, state, local, foreign or international court, governmental,
      department, commission, board, bureau, agency, official or other regulatory,
      administrative or governmental authority.




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




“ *Hazardous
      Substance* ”
      means any and all hazardous and toxic substances, wastes or materials, any
      pollutants, contaminants, or dangerous materials or any other similar substances
      or materials that are included under or regulated by any Environmental
      Law.




“ *Indebtedness* ”
      means the aggregate principal amount of total liabilities (whether long-term
      or
      short-term) for borrowed money (including capitalized leases) of any Group
      collectively, as determined for purposes of its financial statements prepared
      in
      accordance with GAAP, but excluding, with respect to the Tronox Group, the
      Concurrent Financings and the Revolving Credit Facility.




“ *Indemnified
      Party* ”
      has the meaning set forth in Section 5.3(a).




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




“ *Information* ”
      means information, whether or not patentable or copyrightable, in written,
      oral,
      electronic or other tangible or intangible forms, stored in any medium,
      including studies, reports, records, books, contracts, insurance policies,
      instruments, surveys, discoveries, ideas, concepts, know-how, techniques,
      designs, specifications, drawings, blueprints, diagrams, models, prototypes,
      samples, flow charts, data, computer data, disks, diskettes, tapes, computer
      programs or other software, marketing plans, customer names, communications
      by
      or to attorneys (including attorney-client privileged communications), memos
      and
      other materials prepared by attorneys or under their direction (including
      attorney work product), and other technical, financial, employee or business
      information or data.




“ *Initial
      Public Offering* ”
      has the meaning set forth in Section 3.1(b).




“ *IPO
      Registration Statement* ”
      means the registration statement on Form S-1 (Commission File No. 333-125574),
      as filed by Tronox with the Commission on June 6, 2005, together with all
      amendments and supplements thereto.




*“KMIIL”* has the meaning set forth in Section 2.6(c).




“ *Liabilities* ”
      means any and all obligations, liabilities and commitments of any nature,
      whether known or unknown, express or implied, absolute or contingent, due or
      to
      become due.




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“ *Lowest
      Cost Response* ”
      means a compliance activity or an investigation, cleanup, remediation, removal
      action or response activity that (i) is the minimum level required by, and
      complies with, applicable Environmental Laws (including, without limitation,
      applicable voluntary clean-up and comparable programs of Governmental
      Authorities where compliance activity is otherwise required); (ii) is acceptable
      to Governmental Authorities to the extent approval is required; (iii) is
      consistent with and would not violate any currently existing agreement binding
      on Tronox or any member of the Tronox Group with any Governmental Entity or
      other third party obligating Tronox or any member of the Tronox Group to
      undertake or pay for remediation; (iv) is consistent with and does not
      unreasonably interfere with the continued use of any property in a manner
      consistent with the use of such property as of the Closing Date; and (v) is
      intended to achieve the lowest financial cost as compared with other potential
      response activities meeting the qualifications set forth herein.




*“Membership
      Interests* ”
      has the meaning set forth in the Introduction *.*




“ *Net
      Reimbursable Cost* ”
      means any Environmental Remediation Cost net of any Third Party
      Recovery.




“ *Non-controlling
      Party* ”
      has the meaning set forth in Section 5.3(e).




“ *NYSE* ”
      means the New York Stock Exchange, Inc.




“ *Offering
      Expenses* ”
      has the meaning given to such term in Section 3.5(a).




“ *Parent* ”
      has the meaning given such term in the preamble to this Agreement.




“ *Parent
      Annual Statements* ”
      has the meaning set forth in Section 7.1(b).




“ *Parent
      Common Stock* ”
      means the common stock, $1.00 par value per share, of Parent.




“ *Parent
      Group* ”
      means Parent and each Person (other than any member of the Tronox Group) that
      is
      an Affiliate of Parent immediately after the Closing Date.




“ *Parent
      Guarantees* ”
      has the meaning set forth in Section 2.7.




“ *Parent
      Indemnitees* ”
      has the meaning set forth in Section 5.1.




“ *Parent
      Insurance Policies* ”
      has the meaning set forth in Section 2.6(c).




“ *Parent
      Obtained Contract* ”
      means any Contract to which any member of the Parent Group is a party relating
      to the businesses and operations currently conducted by members of the Tronox
      Group.




“ *Parent
      Public Filings* ”
      has the meaning set forth in Section 6.6(a).




“ *Parent’s
      Auditors* ”
      has the meaning set forth in Section 7.1(b).




“ *Person* ”
      means an individual, sole proprietorship, partnership, limited partnership,
      limited liability partnership, corporation, limited liability company, business
      trust, joint stock company, trust, unincorporated association, joint venture,
      or
      other similar entity or organization and any Governmental
      Authority.




“ *Prospectus* ”
      means each preliminary, final or supplemental prospectus forming a part of
      the
      IPO Registration Statement.




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“ *Quarterly
      Financial Statements* ”
      has the meaning set forth in Section 6.1(d).




“ *Quarterly
      Meeting* ”
      has the meaning set forth in Section 2.5(e).






“ *Registration
      Rights Agreement* ”
      means the Registration Rights Agreement, dated as of the date hereof, between
      Tronox and Parent.




“ *Reimbursement
      Request* ”
      has the meaning set forth in Section 2.5(b).




“ *Release* ”
      means any spill, emission, leaking, pumping, injection, deposit, disposal,
      discharge, dispersal, leaching, emanation or migration of any Hazardous
      Substance in, into, onto or through the environment (including ambient air,
      surface water, ground water, soils, land surface, subsurface strata, workplace
      or structure).




“ *Representative* ”
      means, with respect to any Person, any of such Person’s directors, officers,
      employees, agents, consultants, advisors, accountants or attorneys.




“ *Reserve
      Amount* ”
      has the meaning set forth in Section 2.5(a).




“ *Revolving
      Credit Facility* ”
      means the $250 million revolving credit facility to be entered into on the
      Closing Date by Tronox, TWLLC, Lehman Commercial Paper Inc., Credit Suisse
      First
      Boston and the lenders party thereto.




“ *Section
      355 Transaction* ”
      has the meaning set forth in Section 3.3(a)(iv).




“ *Securities
      Act* ”
      means the Securities Act of 1933, as amended, together with the rules and
      regulations promulgated thereunder.




*“Separation”* has
      the meaning set forth in the Introduction.




*“Separation
      Date”* means
      the date on which any transactions that constitute the Separation (including
      the
      Section 355 Transaction ) are completed.




“ *Subsidiary* ”
      of any Person means any corporation or other organization whether incorporated
      or unincorporated of which at least a majority of the securities or interests
      having by the terms thereof ordinary voting power to elect at least a majority
      of the board of directors or others performing similar functions with respect
      to
      such corporation or other organization is directly or indirectly owned or
      controlled by such Person; *provided* , *however* that
      no Person that is not directly or indirectly wholly owned by any other Person
      shall be a Subsidiary of such other Person unless such other Person controls,
      or
      has the right, power or ability to control, that Person.




*“Substitute
      Guarantees”* has
      the meaning set forth in Section 2.7(a).




“ *Tax* ”
      has the meaning set forth in the Tax Sharing Agreement.




“ *Tax
      Benefit* ”
      has the meaning set forth in Section 5.4(d).




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“ *Tax
      Control* ”
      means the definition of “control” set forth in Section 368(c) of the
      Code.




“ *Tax
      Sharing Agreement* ”
      means the Tax Sharing Agreement, dated as of the date hereof, between Parent
      and
      Tronox.




“ *Third
      Party Claim”* has
      the meaning set forth in Section 5.3(d).




“ *Third
      Party Recovery* ”
      means, with respect to an Environmental Remediation Cost, the actual amount
      recovered (or, if such amount has not yet been recovered, Tronox’s reasonable
      and good faith estimate of the amount that will be recovered) by any member
      of
      the Tronox Group (i) from any Potentially Responsible Parties (as such term
      is
      defined in regulations and judicial decisions construing and applying the
      Comprehensive Environmental Response, Compensation and Liability Act) or other
      parties who may be obligated for indemnity or contribution under other
      applicable law (in each case other than any member of the Parent Group), (ii)
      from any Governmental Authority, and (iii) under any applicable insurance
      policies maintained by any member of the Tronox Group or previously issued
      to
      such member’s predecessor in interest.




“ *Transition
      Services Agreement* ”
      means the Transition Services Agreement, dated as of the date hereof, between
      Parent and Tronox.




“ *Transitional
      License Agreement* ”
      means the Transitional License Agreement, dated as of the date hereof, between
      Worldwide and Tronox.




“ *Tronox* ”
      has the meaning given such term in the preamble to this Agreement.




“ *Tronox
      Affiliate* ”
      means any Person other than Worldwide or Parent that directly, or indirectly
      through one or more intermediaries, controls, is controlled by, or is under
      common control with Tronox and which is consolidated with Tronox for financial
      reporting purposes. For the purposes of this definition only, “ *control* ”
      refers to the possession, directly or indirectly, of the power to direct the
      management or policies of a Person, whether through the ownership of voting
      securities or other interests, by contract or otherwise.




“ *Tronox
      Class A Common Stock* ”
      means the Class A Common Stock, $0.01 par value per share, of
      Tronox.




“ *Tronox
      Class B Common Stock* ”
      means the Class B Common Stock, $0.01 par value per share, of
      Tronox.




“ *Tronox
      Common Stock* ”
      means the Tronox Class A Common Stock and the Tronox Class B Common Stock.




“ *Tronox
      Group* ”
      means Tronox, each Subsidiary of Tronox immediately after the Closing Date,
      Tiwest Pty. Ltd., Tiwest Sales Pty. Ltd., and the Tiwest Joint Venture and
      each
      other Person that is controlled directly or indirectly by Tronox immediately
      after the Closing Date.




“ *Tronox
      Indemnitees* ”
      has the meaning set forth in Section 5.2.




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*“Tronox
      Insured Loss”* has
      the meaning set forth in Section 2.6(c).




“ *Tronox
      Public Documents* ”
      has the meaning set forth in Section 6.3(a).




“ *Tronox
      Voting Stock* ”
      has the meaning set forth in Section 8.1.




“ *Tronox’s
      Auditors* ”
      has the meaning set forth in Section 7.1(a). **




*“TWLLC”* has
      the meaning set forth in the Introduction.




“ *Underwriters* ”
      means the managing underwriters for the Initial Public Offering as identified
      in
      the IPO Registration Statement.




*“Underwriting
      Agreement* ”
      has the meaning set forth in Section 3.1(b).




ARTICLE
      II


THE
      CONTRIBUTION




Section
      2.1.  Transfer
      of Membership Interests . Unless otherwise provided in this Agreement, on the Closing Date, Worldwide
      will, and Parent will cause Worldwide to, assign, transfer and convey to Tronox
      all of Worldwide’s right, title and interest in and to the Membership Interests,
      and Tronox will receive and accept from Worldwide all of Worldwide’s right,
      title and interest in and to such Membership Interests. The transfer of the Membership Interests and the rest of the Contribution shall
      be in exchange for (i) the conversion of the Existing Stock into 22,889,431
      shares of Tronox Class B Common Stock, which will be the only shares of Tronox
      Class B Common Stock outstanding, (ii) the payment of the net proceeds of the
      Initial Public Offering and the Concurrent Financings pursuant to Section 3.5
      and the payment, if any, of cash balances in excess of $40 million pursuant
      to
      Section 2.4(a), and (iii) the covenants and agreements of Tronox set forth
      herein and in each of the Ancillary Agreements.




Section
      2.2.  Deliveries . In furtherance of the assignment, transfer and conveyance of the Membership
      Interests, unless otherwise provided in this Agreement or any other Ancillary
      Agreement, on the Closing Date, the parties will execute and deliver, and they
      will cause their respective Subsidiaries to execute and deliver: (a) each
      Ancillary Agreement to which it is a party and (b) such instruments of transfer,
      conveyance and assignment as, and to the extent necessary or convenient to
      evidence the transfer, conveyance and assignment to Tronox of all of Worldwide’s
      right, title and interest in and to the Membership Interests.




Section
      2.3.  Shared
      Contracts .  (a) Except as otherwise provided in this Agreement or any Ancillary Agreement,
      prior
      to the Closing Date Parent shall, or shall cause other members of the Parent
      Group to, use its commercially reasonable efforts to assign to Tronox (or one
      or
      more members of the Tronox Group, as appropriate) any rights or benefits
      relating to the business and operations currently conducted by members of the
      Tronox Group under any Parent Obtained Contract. In the event the foregoing
      assignment is not made, at the written request of Tronox, Parent will, and
      will
      cause other members of the Parent Group to, to the extent permitted by the
      applicable Parent Obtained Contract and applicable law, use its commercially
      reasonable efforts to otherwise make such benefits and rights available to
      Tronox or applicable members of the Tronox Group. The applicable members of
      the
      Tronox Group will assume and discharge (or promptly reimburse Parent for) the
      obligations and liabilities under the relevant Parent Obtained Contracts
      associated with the benefits and rights assigned to or otherwise made available
      to them under this Section 2.3(a).




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(b)  The
      parties’ rights and obligations pursuant to this Section 2.3 will terminate upon
      the earliest to occur of (i) the Separation Date, (ii) the termination of this
      Agreement, and (iii) with respect to any Parent Obtained Contract in particular,
      such time that the arrangement pursuant to this Section 2.3 is no longer
      permitted thereunder.




Section
      2.4.  Cash
      and Inter-Company Indebtedness .  (a) At the closing of the Firm Offering, a ny
      cash balances of the Tronox Group in excess of $40 million will, at the election
      of Parent, be paid to Worldwide in partial consideration for the transfer of
      the
      Membership Interests.




(b)  On
      the Closing Date, an amount equal to the aggregate amount of indebtedness owed
      by members of the Tronox Group to members of the Parent Group, net of the
      aggregate amount of indebtedness owed by members of the Parent Group to members
      of the Tronox Group, shall be deemed equity in Tronox and shall thereafter
      form
      a part of the continuing equity of Tronox.




Section
      2.5.  Reimbursement
      of Certain Environmental Remediation Costs . (a) Following the Closing Date, Parent shall, or shall cause one or more members
      of
      the Parent Group to, reimburse Tronox for 50% of Net Reimbursable Costs incurred
      and paid after the Closing Date with
      respect to any Former Operation; *provided* , *however* that Parent shall not be obligated to reimburse Tronox for any Net Reimbursable
      Costs until the Environmental Remediation Costs with respect to an individual
      site associated with any Former Operation exceed the Reserve Amount (as defined
      below) by more than $200,000, after which the entire amount of such Net
      Reimbursable Costs with respect to such individual Former Operation site in
      excess of the Reserve Amount shall be subject to reimbursement under this
      Section 2.5(a). Notwithstanding anything to the contrary set forth herein, Parent’s obligation
      to reimburse Tronox under this Section 2.5 shall in no event exceed an aggregate
      amount of $100,000,000. “Reserve Amount” means the amount listed under the
      heading “Reserve Amount” opposite the name of any site associated with a Former
      Operation on Schedule 2.5(a), it being understood and agreed that the Reserve
      Amount for any site associated with any Former Operation not listed on Schedule
      2.5(a) shall be deemed to be $0.




(b)  Within
      60 days following payment by a member of the Tronox Group of any Environmental
      Remediation Cost that is subject to reimbursement under Section 2.5(a), Tronox
      shall provide Parent with a written notice (a “ *Reimbursement
      Request* ”)
      of the Net Reimbursable Cost that identifies (i) the total amount and nature
      of
      the Environmental Remediation Cost, (ii) the site associated with a Former
      Operation to which such cost relates, and (iii) the actual or estimated amount
      of the related Third Party Recovery; *provided* , *however* ,
      that no delay on the part of Tronox in providing a Reimbursement Request to
      Parent shall relieve Parent of its obligations under Section 2.5 except to
      the
      extent Parent is materially prejudiced by such delay. Such Reimbursement Request
      shall be delivered together with a certification by an officer of Tronox that
      such cost constitutes an Environmental Remediation Cost subject to reimbursement
      under Section 2.5(a) and that any estimated Third Party Recovery was prepared
      in
      good faith and is based on reasonable assumptions. Parent will have 60 days
      from
      receipt of any Reimbursement Request to either pay the amount of the Net
      Reimbursable Cost reflected in the Reimbursement Request or give notice of
      dispute pursuant to Article X. Any amounts owed by Parent and not paid within
      such 60-day period (including any disputed amounts that are finally determined
      to be owed to Tronox) shall bear interest from the date such payment was due
      at
      the published one-month LIBOR rate plus 2% per annum. To the extent that the
      actual amount of any Third Party Recovery, once finally determined and collected
      by Tronox is (A) greater than the estimated amount of such Third Party Recovery
      included in any Reimbursement Request, then Tronox shall promptly pay to Parent
      50% of the amount of such excess, or (B) less than the estimated amount of
      such
      Third Party Recovery included in any Reimbursement Request, then Parent shall
      promptly pay to Tronox 50% of the amount of such shortfall. Parent shall have
      the right to audit the financial records of Tronox (and members of the Tronox
      Group) in connection with, and Tronox will reasonably cooperate and assist
      Parent in, determining the validity of any costs or the amount of any actual
      or
      estimated Third Party Recovery reflected in a Reimbursement Request. If any
      such
      audit reveals any excess amounts paid by Parent, Tronox shall, promptly after
      receipt of the results of such audit, (a) pay to Parent 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
      $1,000,000, reimburse Parent for the reasonable out-of-pocket cost of such
      audit.




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(c)  At
      Parent’s request, Tronox shall, and shall cause Tronox and members of the Tronox
      Group to, use their commercially reasonable efforts to pursue in good faith
      any
      claim that would reasonably be expected to result in a Third Party
      Recovery.




(d)  Parent’s
      reimbursement obligation under Section 2.5(a) shall not apply to any
      Environmental Remediation Costs (i) that are incurred in connection with any
      conditions resulting from events or occurrences occurring wholly or primarily
      after the Closing Date, (ii) to the extent such costs are caused, contributed
      to, or increased by activities or operations conducted by Tronox, any member
      of
      the Tronox Group, or any third party acting at the direction or under the
      control of Tronox or any member of the Tronox Group, with respect to a Former
      Operation after the Closing Date, (iii) that are incurred as a consequence
      of a
      change in use of a particular site associated with any Former Operation after
      the Closing Date, (iv) that consist of third party tort claims (including costs
      of litigation) or administrative or civil fines or penalties, or (v) that exceed
      the Lowest Cost Response. Parent’s obligation under Section 2.5(a) shall only
      apply to Environmental Remediation Costs that are incurred and paid by a member
      of the Tronox Group within seven years of the Closing Date, and that are
      presented to Parent pursuant to Section 2.5(b) within 60 days
      thereafter.




(e)  To
      assist in determining Parent’s reimbursement obligation under Section 2.5(a), at
      least once per calendar quarter following the Closing Date and until such time
      as Parent’s obligations under Section 2.5(a) terminate, and in any event prior
      to delivery of reserve estimates and changes in reserves for each Former
      Operation required by Section 2.5(g)(i) for such quarter, representatives of
      Tronox and Parent shall meet (either in person or via teleconference) to discuss
      remediation activities with respect to Former Operations, reserve estimates
      and
      matters giving rise to changes in reserves (such meeting, the “ *Quarterly
      Meeting* ”).
      Such representatives of each party shall include at least three individuals
      having expertise in law, accounting or environmental affairs. From time to
      time
      between each Quarterly Meeting, Tronox shall keep Parent reasonably informed
      of
      any material changes in any remediation activities with respect to Former
      Operations, and shall otherwise, upon the written request of Parent, (i) provide
      to Parent copies of any material documents relating to such activities
      (including any response, remediation or corrective action proposals, reports,
      notices of violations, claims, communications or other information), (ii) make
      available from time to time during normal business hours, and in such a manner
      as to not interfere with the business of the Tronox Group, any employees,
      consultants, accountants and attorneys with knowledge of such activities and
      (iii) provide Parent and its representatives reasonable access to any site
      associated with any Former Operation that is owned or controlled by Tronox.
      Notwithstanding the foregoing, Parent shall not be required to reimburse any
      member of the Tronox Group with respect to an individual site associated with
      any Former Operation if any member of the Tronox Group, without the prior
      written consent of Parent, makes, agrees to make, or proposes to make any
      material change in the scope or conduct of any existing response, removal,
      remediation or other corrective action plan or project that (i) is with respect
      to a site associated with a Former Operation listed on Schedule 2.5(a), (ii)
      results in an increase in any Reserve Amount by $2,500,000 or more, or (iii)
      relates to any site associated with a Former Operation for which no reserve
      has
      been previously established and for which substantial planning, cooperation
      and
      consultation between Parent and Tronox would be reasonably expected.




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(f)  Until
      Parent’s reimbursement obligation under Section 2.5(a) terminates, Tronox shall
      manage all remediation activities with respect to Former Operations in a manner
      consistent with past practice. In furtherance and not in limitation of the
      preceding sentence, Parent shall not be required to reimburse any member of
      the
      Tronox Group for any Environmental Remediation Costs with respect to an
      individual site associated with any Former Operation if:




(i)  Tronox
      or any member of the Tronox Group takes any affirmative action to solicit from
      any third party, including any Governmental Authority, any change in use of
      such
      site or any proceeding, order or other mandate to conduct any remedial action
      at
      such site unless Tronox or such member of the Tronox Group has an obligation
      under applicable Environmental Laws to take such action, and Tronox so informs
      Parent in advance in writing;




(ii)  Tronox
      shall not have obtained the written consent of Parent, which consent will not
      be
      unreasonably withheld or delayed more than 14 days following receipt of Tronox’s
      written request, prior to any Phase II, Phase III or any other environmental
      studies, surveys, or investigations that include testing and sampling
      (collectively “ *Environmental
      Studies* ”),
      being conducted by or on behalf of any member of the Tronox Group with respect
      to any site associated with any Former Operation, unless such action is required
      by a Governmental Authority, in which case Tronox will give Parent prompt
      advance written notice of all such Environmental Studies proposed to be
      conducted. Parent or its representatives shall be provided the opportunity
      to
      review and monitor and be present at any such Environmental Studies and Tronox
      shall provide to Parent, at Parent’s cost, copies of all such Environmental
      Studies and all information obtained in connection with such Environmental
      Studies;




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(iii)  Tronox
      or any member of the Tronox Group or their representatives or any third party
      under its or their direction or control conducts any construction, demolition,
      excavation, remodeling or other physical change that requires ground disruption
      to the property at any site associated with any Former Operation, without
      Parent’s prior written consent, which consent will not unreasonably be withheld
      or delayed more than 14 days following receipt of Tronox’s written request,
      unless such action is reasonably required to repair or maintain the structural
      integrity or operational condition of the facilities located at such sites,
      in
      which case (A) Tronox will give Parent prompt advance written notice of such
      action, (B) Parent or its representatives shall be provided the opportunity
      to
      review, monitor and be present at any such activities with respect to such
      sites
      (so long as such presence does not interfere with the normal conduct of Tronox’s
      business), and (C) Tronox shall provide Parent, at Parent’s cost with copies of
      any information obtained in connection with such actions which may relate to
      Parent’s obligations under this Section 2.5; and




(iv)  Tronox
      does not use its commercially reasonable efforts to conduct any Environmental
      Studies, construction, demolition, excavation, remodeling and management of
      any
      such Former Operation in a manner that will not materially increase any
      Environmental Remediation Costs.




(g)  Until
      Parent’s reimbursement obligations under Section 2.5(a) terminate, Tronox shall:




(i)  no
      later than eight Business Days following the end of each fiscal quarter, provide
      Parent with reserve estimates and changes in reserves for each Former Operation
      (in substantially the same form as such information is generally reported to
      Parent by members of the Tronox Group as of the date of this Agreement); and




(ii)  as
      soon as reasonably practicable, and in any event no later than (x) the earlier
      of (A) 10 Business Days prior to the date on which Tronox is required to file
      a
      Form 10-Q or other document containing Quarterly Financial Statements with
      the
      Commission for each of Tronox’s first three fiscal quarters in each fiscal year
      and (B) 10 Business Days prior to the date on which Parent has notified Tronox
      that Parent intends to file its Form 10-Q or other document containing quarterly
      financial statements with the Commission or (y) the earlier of (A) 12 Business
      Days prior to the date on which Tronox is required to file a Form 10-K or other
      document containing its Annual Financial Statements with the Commission and
      (B)
      12 Business Days prior to the date on which Parent has notified Tronox that
      Parent intends to file its Form 10-K or other document containing Annual
      Financial Statements with the Commission, Tronox will deliver to Parent drafts
      of any discussion or analysis of contingent obligations to pay Environmental
      Remediation Costs contained in any consolidated financial statements of the
      Tronox Group for such period.




(h)  Other
      than with respect to obligations of members of the Parent Group under this
      Agreement, any Ancillary Agreement, or the Assignment, Assumption and Indemnity
      Agreement, Tronox, on behalf of itself and each member of the Tronox Group,
      hereby waives, releases and covenants not to bring or aid, and shall indemnify
      and hold Parent and each member of the Parent Group harmless from and against,
      any investigation, inquiry, action, demand, Liability, claim, lawsuit or any
      other type of administrative or judicial action, whether known or unknown,
      actual or contingent, accrued or unaccrued, against Parent or any member of
      the
      Parent Group that Tronox or member of the Tronox Group, or
      any of their respective predecessors or successors ,
      may now or hereafter hold, which arises from or relates to the operation or
      violation of any Environmental Law or regulation, whether now existing or later
      enacted, in respect to the present or former assets, properties or operations
      of
      Tronox, the Tronox Group, or any of their respective predecessors or
      successors.




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(i)  Notwithstanding
      anything to the contrary in this Agreement, the parties hereto acknowledge
      and
      agree that the provisions of this Section 2.5 concerning Parent’s entitlement to
      receive notice and information, to review, monitor and oversee, or to provide
      consent operate solely for the purpose of determining whether Parent is
      obligated to provide reimbursement for Net Reimbursable Costs pursuant to
      Section 2.5(a). The members of the Tronox Group shall have the exclusive right
      and responsibility (x) to direct, control, manage, and participate in the
      investigation of the physical circumstances surrounding any site associated
      with
      any Former Operation or the clean-up, governmental response, removal or
      remediation required by any Environmental Laws at any such site and (y) to
      ensure compliance with Environmental Laws at any site associated with any Former
      Operation, affected by this Section 2.5 only insofar as determining whether
      the
      resulting Environmental Remediation Costs shall be subject to reimbursement
      by
      Parent .
      Nothing in this Section 2.5 shall be construed as requiring or allowing Parent
      to direct, control, manage, or participate in the investigation of any such
      site
      or to ensure compliance with Environmental Law at any such site.




(j)  Notwithstanding
      anything to the contrary in this Agreement, the parties hereto acknowledge
      and
      agree that the provisions of this Sections 2.5 are solely for the benefit of
      the
      Parent Group on the one hand and the Tronox Group on the other hand, and are
      not
      intended, and shall not create, any third party beneficiary rights in or to
      any
      other Person.




Section
      2.6.  Insurance
      Matters . (a)  Except
      as expressly provided in this Section 2.6, the Parent Insurance Policies will
      remain in full force and effect through either (at Parent’s option) (i) the
      Separation Date or (ii) the renewal date of any such Parent Insurance Policy,
      at
      which time, future coverage thereunder will be discontinued with respect to
      the
      Tronox Group. Notwithstanding the foregoing, for so long as any personal
      property of members of the Tronox Group is covered under Parent’s policy with
      Oil Insurance Limited, in the event of an occurrence that involves physical
      damage to property of both the Parent Group and the Tronox Group, the limit
      of
      insurance under such policy will be allocated based on the proportion that
      the
      value of each Group’s loss bears to the total.




(b)  On
      or prior to the Closing Date, Tronox shall have in effect, and for a period
      of
      six years following the Closing Date, Tronox will maintain in effect, directors’
and officers’ liability insurance policies (“ *D&O
      Policies* ”)
      as follows:




(i)  D&O
      Policies with coverage limits of not less than $50 million with respect to
      wrongful acts occurring prior to the Closing Date. Tronox shall provide that
      Parent is named on a codefendant basis under such D&O Policies.




(ii)  D&O
      Policies with coverage limits of not less than $50 million with respect to
      wrongful acts occurring on or after the Closing Date. Until the Separation
      Date,
      Tronox shall provide that Parent is named on a codefendant basis under such
      D&O Policies.




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The
      D&O Policies shall contain terms and conditions that are not materially less
      favorable, subject to commercial availability, to the officers and directors
      covered by such policies than those D&O Policies maintained by Parent or
      members of the Parent Group as of the date of this Agreement. For a period
      of
      six years following the Closing Date, Tronox shall, to the fullest extent
      permitted under applicable law or under the Tronox’s Certificate of
      Incorporation or Bylaws, indemnify and hold harmless, each present and former
      director and officer of Tronox and of each member of the Tronox Group against
      any costs or expenses (including attorneys’ fees), judgments, fines, losses,
      claims, damages, liabilities and amounts paid in settlement in connection with
      any claim, action, suit, proceeding or investigation, whether civil, criminal,
      administrative, arbitral or investigative, arising out of or pertaining to
      any
      action or omission occurring prior to the Closing Date, or arising out of or
      pertaining to the transactions contemplated by this Agreement.




(c)  Effective
      as of the Separation Date, Parent shall, or shall cause its Affiliates to,
      use
      its commercially reasonable efforts to cause to be transferred to Tronox or
      a
      member of the Tronox Group, to the extent permitted under the relevant Parent
      Insurance Policies and applicable law and to the extent that such transfer
      would
      not impair in any material respect Parent’s rights under such policies, any
      claim, chose in action or other right Parent has to insurance coverage or
      insurance proceeds under any Parent Insurance Policy other than D&O Policies
      with respect to any loss, liability, claim, damage or expense of any member
      of
      the Tronox Group (including products and current and former employees and
      directors thereof) of any of their respective predecessors and arising out
      of
      occurrences prior to the Separation Date (a “ *Tronox
      Insured Loss* ”).
      To the extent the transfer of such claim, chose in action or right referred
      to
      in the preceding sentence does not occur, upon the reasonable request of Tronox,
      Parent shall, and shall cause its Affiliates to, use its commercially reasonable
      efforts to promptly assist Tronox in tendering claims for any Tronox Insured
      Losses to the applicable insurers under the Parent Insurance Polices and to
      provide Tronox with the proceeds of claims made by or with respect to such
      Tronox Insured Losses subject to the self-insured limits and deductibles under
      the applicable policy. Upon request of Tronox, Parent or its Affiliates shall
      provide historical loss information with respect to any insurance policies
      that
      cover the assets, businesses, operations, employees, officers and directors
      of
      members of the Tronox Group or their predecessors. Parent shall cause KM
      International Insurance Ltd (“ *KMIIL* ”)
      to promptly make payments as received from and approved by reinsurers of KMIIL
      (as appropriate) with respect to all reported claims made by or on behalf of
      members of the Tronox Group. Subsequent to the Closing Date and to the extent
      consistent with the provisions of this Section 2.6, Tronox assumes
      responsibility for the administration and adjustment of all Tronox Insured
      Losses. “ *Parent
      Insurance Policies* ”
      means any current or historic insurance policy covering the assets, businesses,
      operations, employees, officers or directors of both (A) the Parent and (B)
      any
      member of the Tronox Group, or any of their predecessors.




(d)  Tronox
      does hereby, for itself and each other member of the Tronox Group, agree that
      no
      member of the Parent Group or any Parent Indemnitee shall have any Liability
      whatsoever as a result of the insurance policies and practices of Parent and
      its
      Affiliates as in effect at any time prior to the Closing Date, including as
      a
      result of the level or scope of any such insurance, the creditworthiness of
      any
      insurance carrier, the terms and conditions of any policy, the adequacy or
      timeliness of any notice to any insurance carrier with respect to any claim
      or
      potential claim or otherwise.




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(e)




Section
      2.7.  Guarantees
      and Sureties . (a) Tronox acknowledges that Parent or its Affiliates have entered into various
      arrangements in which Parent or its Affiliates issued or made available
      guarantees, sureties, bonds, letters of credit or similar instruments or are
      the
      primary obligors on other agreements, in any such case to support or facilitate
      the business transactions of members of the Tronox Group (the “ *Business
      Guarantees* ”).
      It is understood that none of such Business Guarantees shall continue after
      the
      Separation Date. On or as promptly as practicable following the Closing Date,
      but in no event later than the Separation Date, Tronox shall obtain replacements
      for such Business Guarantees or will either terminate the business transactions
      or programs of the Tronox Group supported or facilitated by such Business
      Guarantees or arrange for itself or one of its Subsidiaries to be substituted
      as
      the primary obligor thereto (collectively, the “ *Substitute
      Guarantees* ”).




(b)  On
      or before the Closing Date, Parent shall cause Tronox and the other members
      of
      the Tronox Group to be unconditionally released from any guarantees, sureties,
      bonds or other contractual obligations relating to the Liabilities of Parent
      or
      the Parent Group (collectively, “ *Parent
      Guarantees* ”),
      with no further obligations thereunder.




Section
      2.8.  Representations
      or Warranties . (a)  Parent
      represents and warrants to Tronox that Worldwide has good and valid title to
      the
      Membership Interests, free and clear of all security interests, mortgages,
      liens, pledges, charges or other encumbrances of any kind.




(b)  Tronox
      (on behalf of itself and each member of the Tronox Group) acknowledges and
      agrees that, except as expressly set forth in this Agreement or any Ancillary
      Agreement, no member of the Parent Group is making any representations or
      warranties to Tronox of any nature, either express or implied, including
      regarding any Assets or business of the Tronox Group, the Parent Obtained
      Contracts, or Parent Insurance Policies.




ARTICLE
      III


THE
      INITIAL PUBLIC OFFERING




Section
      3.1.  General .  (a) Subject to the conditions hereof, the parties shall use their commercially
      reasonable efforts to consummate the Initial Public Offering. Tronox shall
      file
      such amendments or supplements to the IPO Registration Statement as may be
      necessary in order to cause the same to become and remain effective as required
      by applicable law or by the Underwriters, including filing such amendments
      to
      the IPO Registration Statement as may be required by the Underwriting Agreement,
      the Commission or applicable securities laws. Parent and Tronox shall also
      cooperate in preparing, filing with the Commission and causing to become
      effective a registration statement registering the Tronox Class A Common Stock
      under the Exchange Act, and any registration statements or amendments thereof
      that are required to reflect the establishment of, or amendments to, any
      employee benefit and other plans necessary or appropriate in connection with
      the
      Initial Public Offering, the Section 355 Transaction or the other transactions
      contemplated by this Agreement and the Ancillary Agreements.




(b)  Parent
      and Tronox have entered into an underwriting agreement with the Underwriters
      (the “ *Underwriting
      Agreement* ”)
      pursuant to which Tronox has (a) agreed to sell an aggregate of 17,480,000
      shares of Tronox Class A Common Stock to the Underwriters (the “ *Firm
      Offering* ”),
      and (b) granted the Underwriters an option to purchase up to an additional
      2,622,000 shares of Tronox Class A Common Stock (the “ *Over-Allotment
      Option* ”
      and, with the Firm Offering, the “ *Initial
      Public Offering* ”).
      Each party shall comply with its obligations under the Underwriting
      Agreement.




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(c)  Tronox
      shall use its commercially reasonable efforts to take all such action as may
      be
      necessary or appropriate under state securities and blue sky laws of the United
      States (and any comparable laws under any foreign jurisdictions) in connection
      with the Initial Public Offering.




(d)  Tronox
      shall prepare, file and use its commercially reasonable efforts to seek to
      make
      effective an application for listing of the Tronox Class A Common Stock issued
      in the Initial Public Offering on the NYSE.




(e)  Tronox
      shall participate in the preparation of materials and presentations as Parent
      and the Underwriters shall deem necessary or desirable in connection with the
      Initial Public Offering.




(f)  Tronox
      will cooperate in all respects with Parent in connection with the pricing of
      the
      Tronox Class A Common Stock to be issued in the Initial Public Offering and
      the
      timing of the Initial Public Offering and will, at Parent’s request, promptly
      take any and all actions necessary or desirable to consummate the Initial Public
      Offering as contemplated by the IPO Registration Statement and the Underwriting
      Agreement.




Section
      3.2.  Use
      of Proceeds . The net proceeds of the Initial Public Offering will be used by Tronox as
      described in Section 3.5 hereof and the IPO Registration Statement in the
      section entitled “Use of Proceeds.”




Section
      3.3.  Conditions
      Precedent to Consummation of the Initial Public Offering .  (a) The
      closing of each of the Firm Offering and the sale of Tronox Class A Common
      Stock
      upon any exercise of the Over-Allotment Option shall be conditioned on the
      satisfaction, or waiver by Parent in its sole and absolute discretion, of the
      following conditions:




(i)  The
      IPO Registration Statement shall have been declared effective by the Commission
      and there shall be no stop-order in effect with respect thereto and no
      proceeding for that purpose shall have been instituted by the Commission.




(ii)  The
      actions and filings with regard to state securities and blue sky laws of the
      United States (and any comparable laws under any foreign jurisdictions)
      referenced in Section 3.1(c) shall have been taken and, where applicable, have
      become effective or been accepted.




(iii)  The
      Tronox Class A Common Stock to be issued in the Firm Offering or in connection
      with the exercise of the Over-Allotment Option, as applicable, shall have been
      accepted for listing on the NYSE, on official notice of issuance.




(iv)  Parent
      shall be satisfied in its sole and absolute discretion that the Distribution
      or
      Exchange or combination thereof (the “ *Section
      355 Transaction* ”)
      should qualify as a pro rata or non-pro rata tax-free distribution for federal
      income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue
      Code.




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(v)  No
      order, injunction or decree issued by any court or agency of competent
      jurisdiction or other legal restraint or prohibition preventing the consummation
      of the Contribution or the Initial Public Offering or any of the other
      transactions contemplated by this Agreement or any Ancillary Agreement shall
      be
      in effect.




(vi)  This
      Agreement shall not have terminated.




(vii)  The
      Concurrent Financings will have occurred on terms and with lenders acceptable
      to
      Parent.




(viii)  With
      respect to the Firm Offering only, the aggregate cash balance of the Tronox
      Group shall be at least $40 million.




(ix)  Each
      Ancillary Agreement shall have been executed and delivered by each of the
      parties thereto.




(x)  Such
      other actions as Parent may, based upon the advice of counsel, reasonably
      request to be taken prior to the closing of the Firm Offering or the sale of
      Tronox Class A Common Stock upon any exercise of the Over-Allotment Option
      in
      order to assure the successful completion of the Initial Public Offering and
      the
      other transactions contemplated by this Agreement shall have been
      taken.




(b)  The
      foregoing conditions are for the sole benefit of Parent and shall not give
      rise
      to or create any duty on the part of Parent to waive or not waive such
      conditions or in any way limit Parent’s right to terminate this Agreement as set
      forth in Section 12.1 or alter the consequences of any such termination from
      those specified in such Section. Any determination made by Parent prior to
      the
      closing of the Firm Offering or the sale of any Tronox Class A Common Stock
      upon
      the exercise of the Over-Allotment Option concerning the satisfaction or waiver
      of any or all of the conditions set forth in this Section 3.3 shall be
      conclusive.




Section
      3.4.  Tronox
      Common Stock . Prior to the Closing Date, Parent and Tronox shall each take all actions
      (including, without limitation, such actions that are required to effect the
      adoption by Tronox of an amended and restated certificate of incorporation)
      that
      Parent determines, in its sole discretion, may be required to provide for the
      conversion of the Existing Stock into a number of shares of Tronox Class B
      Common Stock such that Worldwide possesses Tax Control of Tronox at all times
      before, at the time of, and immediately following the closing of each of the
      Firm Offering and the sale of Tronox Class A Common Stock upon any exercise
      of
      the Over-Allotment Option.




Section
      3.5.  Proceeds
      of Concurrent Financings and Initial Public Offering . (a) As partial consideration for the Contribution, unless otherwise agreed by
      Parent, Tronox shall distribute to Worldwide all cash proceeds received by
      Tronox and TWLLC from the Concurrent Financings, the Firm Offering and the exercise, if any, of the Over-Allotment Option, net of attorneys’ fees,
      investment banking fees, accountants’ fees, underwriting discounts and
      commissions and other fees and expenses (“ *Offering
      Expenses* ”)
      actually incurred in connection therewith, as follows:




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(i)  On
      the Closing Date, Tronox shall distribute to Worldwide an amount equal to $762.9
      million, which the parties agree is the amount of cash proceeds to be received
      by Tronox and TWLLC on the Closing Date from the Concurrent Financings and
      the
      Firm Offering, net of estimated Offering Expenses related thereto (the
“ *Estimated
      Closing Date Expenses* ”).
      No later than 45 days following the Closing Date, the parties shall review
      the
      amount of Offering Expenses actually incurred in connection with the Concurrent
      Financings and the Firm Offering. If the amount of Estimated Closing Date
      Expenses exceeds the amount of Offering Expenses actually incurred, Tronox
      shall
      distribute to Worldwide an amount equal to such excess. If the amount of
      Offering Expenses actually incurred exceeds the amount of Estimated Closing
      Date
      Expenses, Parent shall cause Worldwide to pay Tronox an amount equal to such
      excess.




(ii)  Upon
      the closing of any sale of Tronox Class A Common Stock pursuant to the exercise
      of the Over-Allotment Option, Tronox shall distribute to Worldwide the cash
      proceeds received by Tronox from such sale, net of estimated Offering Expenses
      related thereto, as reasonably determined by Tronox (the “ *Estimated
      Over-Allotment Expenses* ”).
      No later than 30 days following the closing of any such sale, the parties shall
      review the amount of Offering Expenses actually incurred in connection with
      the
      exercise of the Over-Allotment Option. If the amount of Estimated Over-Allotment
      Expenses exceeds the amount of Offering Expenses actually incurred, Tronox
      shall
      distribute to Worldwide an amount equal to such excess. If the amount of
      Offering Expenses actually incurred exceeds the amount of Estimated
      Over-Allotment Expenses, Parent shall cause Worldwide to pay Tronox an amount
      equal to such excess.




(b)  Worldwide
      shall distribute all proceeds received from Tronox pursuant to this Section
      3.5
      to Parent as soon as reasonably practicable following receipt.




ARTICLE
      IV


THE
      SEPARATION




Section
      4.1.  The
      Separation . Parent will, in its sole and absolute discretion, determine all terms of the
      Separation, including, without limitation, the form, structure and terms of
      any
      transactions or offerings to effect any Section 355 Transaction and the timing
      of and conditions to such transactions. Parent may, at any time and from time
      to
      time until the completion of the Separation, modify or change the terms of
      any
      proposed Section 355 Transaction, including, without limitation, by accelerating
      or delaying the timing of the consummation of all or part of either such
      transactions. Tronox shall cooperate with Parent in all respects to accomplish
      the Separation and shall, at Parent’s direction, promptly take any and all
      actions necessary or desirable to effect the Separation, including, without
      limitation, the registration under the Securities Act and the Exchange Act
      of
      Tronox Class B Common Stock on an appropriate registration form or forms to
      be
      designated by Parent. Parent shall select any investment bank or manager engaged
      in connection with any Section 355 Transaction, as well as any financial
      printer, solicitation or exchange agent and financial, legal, accounting and
      other advisors for Parent; *provided* , *however* ,
      that nothing herein shall prohibit Tronox from engaging (at its own expense)
      its
      own financial, legal, accounting (to the extent permitted by Article VII) and
      other advisors in connection with any Section 355 Transaction.




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Section
      4.2.  Actions
      Prior to the Separation .  (a) Parent and Tronox shall prepare and mail, prior to the Separation Date, to
      the
      holders of Parent Common Stock, such information concerning Tronox, the
      transactions constituting the Separation and such other matters as Parent shall
      reasonably determine and as may be required by law. Parent and Tronox shall
      prepare, and Tronox shall, to the extent required under applicable law, file
      with the Commission, any such documentation that Parent determines is necessary
      or desirable to effect the Exchange or Distribution and Parent and Tronox shall
      each use its commercially reasonable efforts to obtain all necessary approvals
      from the Commission with respect thereto as soon as practicable.




(b)  Tronox
      shall take all such action as may be necessary or appropriate under the
      securities or blue sky laws of the United States (and any comparable laws under
      any foreign jurisdiction) in connection with the Section 355 Transaction or
      otherwise in connection with the Separation.




(c)  Tronox
      shall prepare and file, and shall use its commercially reasonable efforts to
      have approved, an application for the listing of the Tronox Class B Common
      Stock
      on the NYSE.




(d)  Tronox
      shall take all reasonable steps necessary or desirable to cause the conditions
      set forth in Section 4.3 to be satisfied and to effect any Section 355
      Transaction.




Section
      4.3.  Conditions
      to the Exchange or Distribution .  (a) The consummation of the Section 355 Transaction shall be conditioned on the
      satisfaction, or waiver by Parent in its sole and absolute discretion, of the
      following conditions:


(i)  The
      receipt by Parent, in form and substance satisfactory to it, of an opinion
      of
      tax counsel to the effect that, among other things, the Section 355 Transaction
      should qualify as a tax-free distribution for federal income tax purposes under
      Sections 355 and 368(a)(1)(D) of the Internal Revenue Code and such other
      matters as it will determine to be necessary or advisable in its sole and
      absolute discretion.




(ii)  The
      receipt of any Governmental Approvals and material Consents necessary to
      consummate the Section 355 Transaction, which Governmental Approvals and
      Consents will be in full force and effect.




(iii)  No
      order, injunction, decree or regulation issued by any court or agency of
      competent jurisdiction or other legal restraint or prohibition preventing the
      consummation of the Section 355 Transaction will be in effect and no other
      event
      outside the control of Parent will have occurred or failed to occur that
      prevents the consummation of the Section 355 Transaction.




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(iv)  The
      actions and filings necessary or appropriate under applicable securities laws
      in
      connection with the Section 355 Transaction will have been taken or made, and,
      where applicable, will have become effective or been accepted.




(v)  The
      Tronox Class B Common Stock to be distributed in the Section 355 Transaction
      will have been accepted for listing on the NYSE, subject to official notice
      of
      issuance.




(b)  The
      foregoing conditions are for the sole benefit of Parent and shall not give
      rise
      to or create any duty on the part of Parent or the Board to waive or not waive
      such conditions or in any way limit Parent’s right to terminate this Agreement
      as set forth in Section 12.1 or alter the consequences of any such termination
      from those specified in such Section. Any determination made by the Board prior
      to the Section 355 Transaction concerning the satisfaction or waiver of any
      or
      all of the conditions set forth in this Section 4.3 shall be
      conclusive.




Section
      4.4.  Certain
      Stockholder Matters .  (a) Subject to Section 4.3, Tronox and Parent, as the case may be, will provide
      to
      the Agent all share certificates and any information required in order to
      complete the Section 355 Transaction.




(b)  From
      and after the Section 355 Transaction and until the Tronox Class B Common Stock
      is duly transferred in accordance with applicable law, Tronox shall regard
      the
      Persons entitled to receive such Tronox Class B Common Stock in such transaction
      as record holders of Tronox Class B Common Stock in accordance with the terms
      of
      such transaction without requiring any action on the part of such Persons.
      Tronox agrees that, subject to any transfers of such stock, (i) each such holder
      will be entitled to receive all dividends payable on, and exercise all voting
      rights, and all other rights and privileges with respect to, the shares of
      Tronox Class B Common Stock then held by such holder, and (ii) each such holder
      will be entitled to receive one or more certificates representing, or other
      evidence of ownership of, the shares of Tronox Class B Common Stock then held
      by
      such holder. Parent will cooperate, and will instruct the Agent and Parent’s
      transfer agent to cooperate, with Tronox and Tronox’s transfer agent, and Tronox
      will cooperate, and will instruct its transfer agent to cooperate, with Parent
      and the Agent, in connection with all aspects of the Section 355 Transaction
      and
      all other matters relating to the issuance and delivery of certificates
      representing, or other evidence of ownership of, the shares of Tronox Class
      B
      Common Stock to be distributed to the holders of Parent Common Stock in
      connection with such transaction. Following any Section 355 Transaction, Parent
      shall promptly, but in no event later than two Business Days thereafter,
      instruct the Agent or Parent’s transfer agent to deliver to Tronox’s transfer
      agent true, correct and complete copies of the stock and transfer records
      reflecting the holders of the Parent Common Stock entitled to receive shares
      of
      the Tronox Class B Common Stock.




ARTICLE
      V


INDEMNIFICATION




Section
      5.1.  Indemnification
      by Tronox . Subject to the provisions hereof, Tronox shall indemnify, defend and hold
      harmless Parent, each member of the Parent Group and each of their respective
      past and present directors, officers and employees, and each of the heirs,
      executors, successors and assigns of any of the foregoing (collectively, the
      “ *Parent
      Indemnitees* ”),
      from and against any and all Liabilities relating to, arising out of or
      resulting from any of the following items (without duplication):




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(i)  all
      Retained Liabilities (as defined in the Assignment, Assumption and Indemnity
      Agreement);




(ii)  any
      and all Liabilities (other than with respect to obligations of, or Liabilities
      expressly and specifically assumed by, any member of the Parent Group pursuant
      to this Agreement, any Ancillary Agreement or the Assignment, Assumption and
      Indemnity Agreement) to the extent arising out of or relating to (A) any
      businesses, operations or Assets currently or previously conducted or owned
      by
      any member of the Tronox Group or any of their predecessors, in each case,
      whether such Liabilities arise or accrue prior to, on or after the Effective
      Date; (B) any **** business
      conducted by any member of the Tronox Group at any time after the Effective
      Date; and (C) all obligations of the Tronox Group under or pursuant to this
      Agreement, any Ancillary Agreement or any other instrument entered into in
      connection herewith or therewith;




(iii)  any
      breach by Tronox or any member of the Tronox Group of any covenant in this
      Agreement, the Employee Benefits Agreement, the Transitional License Agreement
      or the Registration Rights Agreement;




(iv)  any
      Business Guarantees that are not replaced with Substitute Guarantees, or with
      respect to which Parent or any member of the Parent Group has any liability
      or
      obligation after the Closing Date; and




(v)  with
      respect to the IPO Registration Statement, the Prospectus or any registration
      statement or other document related to the Section 355 Transaction, any untrue
      statement or alleged untrue statement of a material fact therein, or omission
      or
      alleged omission to state a material fact therein, which is necessary to make
      the statements contained therein not misleading, in any case to the extent
      relating to the Tronox Group.




Section
      5.2.  Indemnification
      by Worldwide . Subject to the provisions hereof, Worldwide shall indemnify, defend and hold
      harmless Tronox, each member of the Tronox Group and each of their respective
      directors, officers and employees, and each of the heirs, executors, successors
      and assigns of any of the foregoing (collectively, the “ *Tronox
      Indemnitees* ”),
      from and against any and all Liabilities of the Tronox Indemnitees relating
      to,
      arising out of or resulting from any of the following items (without
      duplication):




(i)  all
      Assumed Liabilities (as defined in the Assignment, Assumption and Indemnity
      Agreement);




(ii)  any
      breach by Parent or any member of the Parent Group of any covenant in this
      Agreement, the Employee Benefits Agreement, the Transitional License Agreement
      or the Registration Rights Agreement; and




(iii)  any
      Parent Guarantees with respect to which Tronox or any member of the Tronox
      Group
      has any liability or obligation after the Closing Date.




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Section
      5.3.  Claim
      Procedure .  (a) A
      party that seeks indemnity under this Article V (an “ *Indemnified
      Party* ”)
      will promptly give written notice (a “ *Claim
      Notice* ”)
      to the party from whom indemnification is sought (an “ *Indemnifying
      Party* ”),
      whether the Liabilities sought arise from matters solely between the parties
      or
      from Third-Party Claims. The Claim Notice must contain (i) a description and,
      if
      known, estimated amount (the “ *Claimed
      Amount* ”)
      of any Liabilities incurred or reasonably expected to be incurred by the
      Indemnified Party, (ii) a reasonable explanation of the basis for the Claim
      Notice to the extent of facts then known by the Indemnified Party, and (iii)
      a
      demand for payment of those Liabilities. No delay or deficiency on the part
      of
      the Indemnified Party in so notifying the Indemnifying Party will relieve the
      Indemnifying Party of any liability or obligation hereunder except to the extent
      of any Liabilities caused by or arising out of such failure.




(b)  Within
      30 days after delivery of a Claim Notice, the Indemnifying Party will deliver
      to
      the Indemnified Party a written response in which the Indemnifying Party will
      either: (i) agree that the Indemnified Party is entitled to receive all of
      the
      Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed
      Amount in accordance with a payment and distribution method reasonably
      acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party
      is entitled to receive all or any portion of the Claimed Amount.




(c)  In
      the event that the Indemnifying Party disputes all or any portion of the Claimed
      Amount, as soon as practicable but in no event later than 10 days after the
      receipt of the notice referenced in Section 5.3(b)(ii), the parties will begin
      the process to resolve the matter in accordance with the dispute resolution
      provisions of Article X hereof. Upon ultimate resolution thereof, the parties
      will take such actions as are reasonably necessary to comply with such agreement
      or instructions.




(d)  In
      the event that the Indemnified Party receives notice or otherwise learns of
      the
      assertion by a Person who is not a member of either Group of any claim or the
      commencement of any Action (collectively, a “ *Third-Party
      Claim* ”)
      with respect to which the Indemnifying Party may be obligated to provide
      indemnification under this Article V, the Indemnified Party will promptly give
      written notification to the Indemnifying Party of the Third-Party Claim. Such
      notification will be accompanied by reasonable supporting documentation
      submitted by such third party (to the extent then in the possession of the
      Indemnified Party) and will describe in reasonable detail (to the extent known
      by the Indemnified Party) the facts constituting the basis for such Third-Party
      Claim and the amount of the claimed Liabilities; *provided* , *however* ,
      that no delay or deficiency on the part of the Indemnified Party in so notifying
      the Indemnifying Party will relieve the Indemnifying Party of any Liability
      or
      obligation hereunder except to the extent of any Liabilities caused by or
      arising out of such failure.




(e)  Within
      20 days after delivery of such notification, the Indemnifying Party may, upon
      written notice thereof to the Indemnified Party, assume control of the defense
      of such Third-Party Claim with counsel reasonably satisfactory to the
      Indemnified Party. During any period in which the Indemnifying Party has not
      so
      assumed control of such defense, the Indemnified Party will control such
      defense. The party not controlling such defense (the “ *Non-controlling
      Party* ”)
      may participate therein at its own expense; *provided* , *however* ,
      that if the Indemnifying Party assumes control of such defense and the
      Indemnified Party concludes, upon the written opinion of counsel, that the
      Indemnifying Party and the Indemnified Party have conflicting interests or
      different defenses available with respect to such Third-Party Claim, the
      reasonable fees and expenses of counsel to the Indemnified Party will be
      considered Liabilities for purposes of this Agreement. The party controlling
      such defense (the “ *Controlling
      Party* ”)
      will keep the Non-controlling Party reasonably advised of the status of such
      Third-Party Claim and the defense thereof and will consider in good faith
      recommendations made by the Non-controlling Party with respect thereto. The
      Non-controlling Party will furnish the Controlling Party with such Information
      as it may have with respect to such Third-Party Claim (including copies of
      any
      summons, complaint or other pleading which may have been served on such party
      and any written claim, demand, invoice, billing or other document evidencing
      or
      asserting the same) and will otherwise cooperate with and assist the Controlling
      Party in the defense of such Third-Party Claim.




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(f)  The
      Indemnifying Party will not agree to any settlement of, or the entry of any
      judgment arising from, any such Third-Party Claim without the prior written
      consent of the Indemnified Party, which consent will not be unreasonably
      withheld or delayed; *provided* , *however* ,
      that the consent of the Indemnified Party will not be required if (A) the
      Indemnifying Party agrees in writing to pay any amounts payable pursuant to
      such
      settlement or judgment, (B) such settlement or judgment includes a full,
      complete and unconditional release of the Indemnified Party from further
      Liability and (C) the Indemnifying Party reasonably determines that such
      settlement or judgment will not subject the Indemnified Party to the risk of
      an
      enhanced penalty in any future Action similar to the applicable Third-Party
      Claim. The Indemnified Party will not agree to any settlement of, or the entry
      of any judgment arising from, any such Third-Party Claim without the prior
      written consent of the Indemnifying Party, which consent will not be
      unreasonably withheld or delayed.




Section
      5.4.  Limitations .  (a) The amount of any Liabilities for which indemnification is provided under this
      Agreement will be net of any Tax Benefit and any amounts actually recovered
      by
      the Indemnified Party from any third Person (including, without limitation,
      amounts actually recovered under insurance policies) with respect to such
      Liabilities. Any Indemnifying Party hereunder will be subrogated to the rights
      of the Indemnified Party upon payment in full of the amount of the relevant
      indemnifiable Liabilities. An insurer who would otherwise be obligated to pay
      any claim will not be relieved of the responsibility with respect thereto or,
      solely by virtue of the indemnification provision hereof, have any subrogation
      rights with respect thereto. If any Indemnified Party recovers an amount from
      a
      third Person in respect of Liabilities for which indemnification is provided
      in
      this Agreement after the full amount of such indemnifiable Liabilities has
      been
      paid by an Indemnifying Party or after an Indemnifying Party has made a partial
      payment of such indemnifiable Liabilities and the amount received from the
      third
      Person exceeds the remaining unpaid balance of such indemnifiable Liabilities,
      then the Indemnified Party will promptly remit to the Indemnifying Party the
      excess (if any) of (I) the sum of the amount theretofore paid by such
      Indemnifying Party in respect of such indemnifiable Liabilities plus the amount
      received from the third Person in respect thereof, *less* (II)
      the full amount of such indemnifiable Liabilities and any previously unpaid
      or
      unreimbursed expenses (including reasonable attorney’s fees) incurred by such
      Indemnified Party in collecting such amount from such third Person.




(b)  Any
      indemnification payment made under this Agreement and any payment made by
      Worldwide to Tronox pursuant to Section 3.5(a) will be characterized for Tax
      purposes as a contribution or distribution made prior to the completion of
      the
      Firm Offering or payment of an assumed or retained liability, as
      applicable.




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(c)  Notwithstanding
      anything to the contrary in Section 5.1 or Section 5.2, indemnification with
      respect to Taxes shall be governed exclusively by the Tax Sharing
      Agreement.




(d)  Worldwide’s
      and Tronox’s indemnity obligations under Sections 5.1 and 5.2 of this Agreement
      shall be reduced to reflect any Tax Benefit (as defined below) realized, in
      the
      year in which the indemnity payment is required to be made or in any prior
      year,
      by the Indemnified Party or any of its Affiliates. To the extent that the claim
      with respect to which an indemnity obligation arises has not given rise to
      a Tax
      Benefit in a prior year or in the year in which the indemnity payment is to
      be
      made, but gives rise to a Tax Benefit in a later year, the Indemnified Party
      shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes
      of this Agreement, “ *Tax
      Benefit* ”
      means any deduction, amortization, exclusion from income or other allowance
      that
      actually reduces in cash the amount of Tax Parent,
      Tronox or their respective Affiliates (as applicable) would have been required to pay (or actually increases in cash the amount of
      Tax
      refund to which Parent, Tronox or their respective Affiliates (as applicable)
      would have been entitled) in the absence of the item giving rise to the
      indemnity claim. For purposes of determining the amount of any payment due
      to an
      Indemnified Party pursuant to this Section 5.4(d), Parent, Tronox and their
      respective Affiliates 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 Tax law) prior to the use of any Tax
      Benefits in respect of which the Indemnifying Party is obligated to pay the
      Indemnified Party hereunder.




(e)  NOTWITHSTANDING
      ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE
      CONTRARY, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE
      FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE
      DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND
      ON
      ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR
      THEREUNDER; *PROVIDED* , *HOWEVER* ,
      THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL,
      INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST
      PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH
      A
      THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT
      TO THE LIMITATION SET FORTH IN THIS SECTION 5.4(e).




Section
      5.5.  Production
      of Witnesses and Documents . If an Indemnifying Party chooses to defend or to seek to compromise or settle
      any Third-Party Claim, the other party shall use its commercially reasonable
      efforts to make available to such Indemnifying Party, upon written request,
      the
      former, current and future directors, officers, employees, other personnel
      and
      agents of the members of its respective Group as witnesses and any books,
      records or other documents within its control or which it otherwise has the
      ability to make available, to the extent that any such person (giving
      consideration to business demands of such directors, officers, employees, other
      personnel and agents) or books, records or other documents may reasonably be
      required in connection with such defense, settlement or compromise, or such
      prosecution, evaluation or pursuit, as the case may be, and shall otherwise
      cooperate in such defense, settlement or compromise, or such prosecution,
      evaluation or pursuit, as the case may be.




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ARTICLE
      VI


FINANCIAL
      PROCEDURES, CONTROLS AND REPORTING




Section
      6.1.  Financial
      Information .  (a) (i) Tronox will, and will cause each other member of the Tronox Group to,
      maintain, as of and after the Effective Date, disclosure controls and procedures
      and internal control over financial reporting as defined in Exchange Act Rule
      13a-15; (ii) Tronox will cause each of its principal executive and principal
      financial officers to sign and deliver certifications to Tronox’s periodic
      reports and will include the certifications in Tronox’s periodic reports, as and
      when required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation
      S-K of the Commission; (iii) Tronox will cause its management to evaluate
      Tronox’s disclosure controls and procedures and internal control over financial
      reporting (including any change in internal control over financial reporting)
      as
      and when required pursuant to Exchange Act Rule 13a-15; (iv) Tronox will
      disclose in its periodic reports filed with the Commission information
      concerning Tronox management’s responsibilities for and evaluation of Tronox’s
      disclosure controls and procedures and internal control over financial reporting
      (including, without limitation, the annual management report and attestation
      report of Tronox’s independent auditors relating to internal control over
      financial reporting) as and when required under Items 307 and 308 of Regulation
      S-K and other applicable Commission rules; and (v) without limiting the general
      application of the foregoing, Tronox will, and will cause each other member
      of
      the Tronox Group to, maintain as of and after the Effective Date internal
      systems and procedures that will provide reasonable assurance that (A) the
      Financial Statements are reliable and timely prepared in accordance with GAAP
      and applicable law, (B) all transactions of members of the Tronox Group are
      recorded as necessary to permit the preparation of the Financial Statements,
      (C)
      the receipts and expenditures of members of the Tronox Group are authorized
      at
      the appropriate level within Tronox, and (D) unauthorized use or disposition
      of
      the assets of any member of the Tronox Group that could have material effect
      on
      the Financial Statements is prevented or detected in a timely manner.




(b)  Tronox
      will, and will cause each member of the Tronox Group to, maintain a fiscal
      year
      that commences and ends on the same calendar days as Parent’s fiscal year
      commences and ends, and to maintain monthly accounting periods that commence
      and
      end on the same calendar days as Parent’s monthly accounting periods commence
      and end.




(c)  No
      later than eight Business Days after the end of each of Tronox’s monthly
      accounting periods following the Effective Date, Tronox will deliver to Parent
      a
      consolidated income statement and balance sheet for Tronox for such period
      in
      such format and detail as Parent may request, and no later than 12 Business
      Days
      after the end of each of Tronox’s fiscal quarters following the Effective Date,
      Tronox will deliver to Parent a consolidated statement of cash flows for Tronox
      for such period in such format and detail as Parent may request.




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(d)  As
      soon as practicable, and in any event no later than the earlier of (x) 10
      Business Days prior to the date on which Tronox is required to file a Form
      10-Q
      or other document containing Quarterly Financial Statements with the Commission
      for each of Tronox’s first three fiscal quarters in each fiscal year and (y) 10
      Business Days prior to the date on which Parent has notified Tronox that Parent
      intends to file its Form 10-Q or other document containing quarterly financial
      statements with the Commission, Tronox will deliver to Parent drafts of the
      following:




(i)  the
      consolidated financial statements of the Tronox Group (and notes thereto) for
      such periods and for the period from the beginning of the current fiscal year
      to
      the end of such quarter, setting forth in each case in comparative form for
      each
      such fiscal quarter of Tronox the consolidated figures (and notes thereto)
      for
      the corresponding quarter and periods of the previous fiscal year and all in
      reasonable detail and prepared in accordance with Article 10 of Regulation
      S-X
      and GAAP, and




(ii)  a
      discussion and analysis by Tronox’s management of the Tronox Group’s financial
      condition and results of operations for such fiscal period, including, without
      limitation, an explanation of any material period-to-period change and any
      off-balance sheet transactions, all in reasonable detail and prepared in
      accordance with Item 303(b) and 305 of Regulation S-K;




*provided* , *however* ,
      that Tronox will deliver such information at such earlier time upon Parent’s
      written request with 30 days’ notice resulting from Parent’s determination to
      accelerate the timing of the filing of its financial statements with the
      Commission. The information set forth in (i) and (ii) above is referred to
      in
      this Agreement as the “ *Quarterly
      Financial Statements* .”
      No later than the earlier of (x) three Business Days prior to the date Tronox
      publicly files the Quarterly Financial Statements with the Commission or
      otherwise makes such Quarterly Financial Statements publicly available or (y)
      three Business Days prior to the date on which Parent has notified Tronox that
      Parent intends to file Parent’s quarterly financial statements with the
      Commission, Tronox will deliver to Parent the final form of its quarterly report
      on Form 10-Q and certifications thereof by Tronox’s principal executive and
      financial officers in substantially the forms required under Commission rules
      for periodic reports and in form and substance satisfactory to Parent; *provided* , *however* ,
      that Tronox may continue to revise such quarterly report on Form 10-Q prior
      to
      the filing thereof in order to make corrections and non-substantive changes
      which corrections and changes will be delivered by Tronox to Parent as soon
      as
      practicable, and in any event within eight hours thereafter; *provided* , *further* ,
      that Parent’s and Tronox’s financial Representatives will actively consult with
      each other regarding any changes (whether or not substantive) which Tronox
      may
      consider making to its quarterly report on Form 10-Q and related disclosures
      during the three Business Days immediately prior to any anticipated filing
      with
      the Commission, with particular focus on any changes which would have an effect
      upon Parent’s financial statements or related disclosures. In addition to the
      foregoing, no quarterly report on Form 10-Q or any other document that refers,
      or contains information not previously publicly disclosed with respect to the
      ownership of Tronox by Parent, the separation of Tronox from Parent or the
      Exchange or Distribution will be filed with the Commission or otherwise made
      public by any Tronox Group member without the prior written consent of Parent.
      Notwithstanding anything to the contrary in this Section 6.1(d), Tronox will
      use
      its commercially reasonable efforts to file its quarterly report on Form 10-Q
      with the Commission on the same date that Parent files Parent’s quarterly
      financial statements with the Commission unless otherwise required by applicable
      law.




(e)  As
      soon as practicable, and in any event no later than




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(i)  the
      earlier of (x) 15 Business Days prior to the date on which Tronox is required
      to
      file a Form 10-K or other document containing its Annual Financial Statements
      with the Commission and (y) 15 Business Days prior to the date on which Parent
      has notified Tronox that Parent intends to file its Form 10-K or other document
      containing annual financial statements with the Commission, Tronox will deliver
      to Parent (A) any financial and other information and data with respect to
      the
      Tronox Group and their business, properties, financial position, results of
      operations and prospects as is reasonably requested by Parent in connection
      with
      the preparation of Parent’s financial statements and annual report on Form 10-K
      and (B) a discussion and analysis by Tronox’s management of the Tronox Group’s
      financial condition and results of operations for such year, including, without
      limitation, an explanation of any material period-to-period change and any
      off-balance sheet transactions, all in reasonable detail and prepared in
      accordance with Items 303(a) and 305 of Regulation S-K; and




(ii)  the
      earlier of (x) 7 Business Days prior to the date on which Tronox is required
      to
      file a Form 10-K or other document containing its Annual Financial Statements
      with the Commission and (y) 7 Business Days prior to the date on which Parent
      has notified Tronox that Parent intends to file its Form 10-K or other document
      containing annual financial statements with the Commission, Tronox will deliver
      to Parent, drafts of the consolidated financial statements of the Tronox Group
      (and notes thereto) for such year, setting forth in each case in comparative
      form the consolidated figures (and notes thereto) for the previous fiscal years
      and all in reasonable detail and prepared in accordance with Regulation S-X
      and
      GAAP.




The
      information set forth in (i) and (ii) above is referred to in this Agreement
      as
      the “ *Annual
      Financial Statements* .”
      Tronox will deliver to Parent all revisions to such drafts as soon as any such
      revisions are prepared or made. No later than the earlier of (A) five Business
      Days prior to the date Tronox publicly files the annual report on Form 10-K
      with
      the Commission or otherwise makes such annual report on Form 10-K publicly
      available or (B) five Business Days prior to the date on which Parent has
      notified Tronox that Parent intends to file the Parent Annual Statements (as
      defined below) with the Commission, Tronox will deliver to Parent the final
      form
      of its annual report on Form 10-K and certifications thereof by Tronox’s
      principal executive and financial officers in substantially the forms required
      under Commission rules for periodic reports and in form and substance
      satisfactory to Parent; *provided* , *however* ,
      that Tronox may continue to revise such annual report on Form 10-K prior to
      the
      filing thereof in order to make corrections and non-substantive changes which
      corrections and changes will be delivered by Tronox to Parent as soon as
      practicable, and in any event within eight hours thereafter; *provided* , *further* ,
      that Parent and Tronox financial Representatives will consult actively with
      each
      other regarding any changes (whether or not substantive) which Tronox may
      consider making to its annual report on Form 10-K and related disclosures during
      the three Business Days immediately prior to any anticipated filing with the
      Commission, with particular focus on any changes which would have an effect
      upon
      Parent’s financial statements or related disclosures. In addition to the
      foregoing, no annual report on Form 10-K or any other document that refers,
      or
      contains information not previously publicly disclosed with respect, to the
      ownership of Tronox by Parent, the separation of Tronox from Parent or the
      Exchange or Distribution will be filed with the Commission or otherwise made
      public by any Tronox Group member without the prior written consent of Parent.
      In any event, Tronox will deliver to Parent, no later than three days prior
      to
      the date on which Parent has notified Tronox that Parent intends to file the
      Parent Annual Statements with the Commission, the final form of the annual
      report on Form 10-K accompanied by an opinion on the annual financial statements
      included therein by Tronox’s independent certified public accountants.
      Notwithstanding anything to the contrary in this Section 6.1(e), Tronox will
      use
      its commercially reasonable efforts to file its Annual Financial Statements
      with
      the Commission on the same date that Parent files the Parent Annual Statements
      with the Commission unless otherwise required by applicable law.




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(f)  Tronox
      will deliver to Parent all Quarterly and Annual Financial Statements of each
      Tronox Affiliate that is itself required to file financial statements with
      the
      Commission or otherwise make such financial statements publicly available,
      with
      such financial statements to be provided in the same manner and detail and
      on
      the same time schedule as those financial statements of Tronox required to
      be
      delivered to Parent pursuant to this Section 6.1.




(g)  With
      reasonable promptness, Tronox will deliver to Parent such additional financial
      and other information and data with respect to the Tronox Group and their
      business, properties, financial positions, results of operations and prospects
      as from time to time may be reasonably requested by Parent.




Section
      6.2.  Conformity
      with Parent Financial Presentation . All information provided by any Tronox Group member to Parent or filed with
      the
      Commission pursuant to Section 6.1(a) through (g) inclusive will be consistent
      in terms of detail and otherwise with Parent’s policies with respect to the
      application of GAAP and practices in effect on the Effective Date with respect
      to the provision of such financial information by such Tronox Group member
      to
      Parent (and, where appropriate, as presently presented in financial reports
      to
      the Board), with such changes therein as may be requested by Parent from time
      to
      time consistent with changes in such accounting principles and practices.




Section
      6.3.  Tronox
      Reports Generally . Each Tronox Group member that files information with the Commission will deliver
      to Parent the following:




(a)  substantially
      final drafts, as soon as the same are prepared, of (x) all reports, notices
      and
      proxy and information statements to be sent or made available by such Tronox
      Group member to its respective security holders, (y) all regular, periodic
      and
      other reports to be filed or furnished under Sections 13, 14 and 15 of the
      Exchange Act (including Reports on Forms 10-K, 10-Q and 8-K and Annual Reports
      to Stockholders), and (z) all registration statements and prospectuses to be
      filed by such Tronox Group member with the Commission or any securities exchange
      pursuant to the listed company manual (or similar requirements) of such exchange
      (collectively, the documents identified in clauses (x), (y) and (z) are referred
      to in this Agreement as “ *Tronox
      Public Documents* ”),
      and




(b)  as
      soon as practicable, but in no event later than four Business Days (other than
      with respect to 8-Ks) prior to the earliest of the dates the same are printed,
      sent or filed, current drafts of all such Tronox Public Documents and, with
      respect to 8-Ks, as soon as practicable, but in no event later than two Business
      Days prior to the earliest of the dates the same are printed, sent or
      filed;




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*provided* , *however* ,
      that, in each case, Tronox may continue to revise such Tronox Public Documents
      prior to the filing thereof in order to make corrections and non-substantive
      changes which corrections and changes will be delivered by Tronox to Parent
      as
      soon as practicable, and in any event within eight hours thereafter; *provided* , *further* ,
      that Parent and Tronox financial Representatives will consult actively with
      each
      other regarding any changes (whether or not substantive) which Tronox may
      consider making to any of its Tronox Public Documents and related disclosures
      prior to any anticipated filing with the Commission, with particular focus
      on
      any changes which would have an effect upon Parent’s financial statements or
      related disclosures. In addition to the foregoing, no Tronox Public Document
      or
      any other document which refers, or contains information not previously publicly
      disclosed with respect, to the ownership of Tronox by Parent, the separation
      of
      Tronox from Parent or the Exchange or Distribution will be filed with the
      Commission or otherwise made public by any Tronox Group member without the
      prior
      written consent of Parent.




Section
      6.4.  Budgets
      and Financial Projections . Tronox will, as promptly as practicable, deliver to Parent copies of all annual
      and other budgets and financial projections (consistent in terms of format
      and
      detail and otherwise required by Parent) relating to Tronox on a consolidated
      basis and will provide Parent an opportunity to meet with management of Tronox
      to discuss such budgets and projections.




Section
      6.5.  Press
      Releases and Similar Information . Tronox and Parent will consult with each other as to the timing of their annual
      and quarterly earnings releases and any interim financial guidance for a current
      or future period and will give each other the opportunity to review the
      information therein relating to the Tronox Group and to comment thereon. Parent
      and Tronox will make reasonable efforts to issue their respective annual and
      quarterly earnings releases at approximately the same time on the same date.
      No
      later than eight hours prior to the time and date that a party intends to
      publish its regular annual or quarterly earnings release or any financial
      guidance for a current or future period, such party will deliver to the other
      party copies of substantially final drafts of all press releases and other
      statements to be made available by any member of that party’s Group to employees
      of any member of that party’s Group or to the public concerning any matters that
      could be reasonably likely to have a material financial impact on the earnings,
      results of operations, financial condition or prospects of any Tronox Group
      member. In addition, prior to the issuance of any such press release or public
      statement that meets the criteria set forth in the preceding two sentences,
      the
      issuing party will consult with the other party regarding any changes (other
      than typographical or other similar minor changes) to such substantially final
      drafts. Immediately following the issuance thereof, the issuing party will
      deliver to the other party copies of final drafts of all press releases and
      other public statements.




Section
      6.6.  Cooperation
      on Parent Filings .  (a) Tronox will cooperate fully, and cause Tronox’s Auditors to cooperate fully,
      with Parent to the extent requested by Parent in the preparation of Parent’s
      public earnings or other press releases, Quarterly Reports on Form 10-Q, Annual
      Reports to Stockholders, Annual Reports on Form 10-K, any Current Reports on
      Form 8-K and any other proxy, information and registration statements, reports,
      notices, prospectuses and any other filings made by Parent with the Commission,
      any national securities exchange or otherwise made publicly available
      (collectively, the “ *Parent
      Public Filings* ”).




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(b)  Tronox
      agrees to provide to Parent all information that Parent reasonably requests
      in
      connection with any Parent Public Filings or that, in the judgment of Parent’s
      legal department, is required to be disclosed or incorporated by reference
      therein under any law, rule or regulation. Tronox will provide such information
      in a timely manner on the dates requested by Parent (which may be earlier than
      the dates on which Tronox otherwise would be required hereunder to have such
      information available) to enable Parent to prepare, print and release all Parent
      Public Filings on such dates as Parent will determine but in no event later
      than
      as required by applicable law. Tronox will use its commercially reasonable
      efforts to cause Tronox’s Auditors to consent to any reference to them as
      experts in any Parent Public Filings required under any law, rule or regulation.




(c)  If
      and to the extent requested by Parent, Tronox diligently and promptly will
      review all drafts of such Parent Public Filings and prepare in a diligent and
      timely fashion any portion of such Parent Public Filing pertaining to Tronox.




(d)  Prior
      to any printing or public release of any Parent Public Filing, an appropriate
      executive officer of Tronox will, if requested by Parent, certify that the
      information relating to any Tronox Group member or the business conducted by
      any
      Tronox Group member in such Parent Public Filing is accurate, true, complete
      and
      correct in all material respects.




(e)  Unless
      required by law, rule or regulation, Tronox will not release publicly any
      financial or other information which conflicts with the information with respect
      to any Tronox Group member or the business conducted by any Tronox Group member
      that is included in any Parent Public Filing without Parent’s prior written
      consent. Prior to the release or filing thereof, Parent will provide Tronox
      with
      a draft of any portion of a Parent Public Filing containing information relating
      to the Tronox Group and will give Tronox an opportunity to review such
      information and comment thereon; *provided* ,
      that Parent will determine in its sole and absolute discretion the final form
      and content of all Parent Public Filings.




Section
      6.7.  Termination
      of Article VI .
      The provisions of this Article VI shall apply for as long as Parent is required
      to consolidate the results of operations and financial position of Tronox and
      any other members of the Tronox Group or to account for its investment in Tronox
      under the equity method of accounting (determined in accordance with GAAP and
      consistent with Commission reporting requirements).




ARTICLE
      VII


AUDITORS
      AND ACCOUNTING




Section
      7.1.  Auditors
      and Audits; Annual Statements and Accounting .  (a)  Unless
      required by law, Tronox will not select a different accounting firm than Ernst
      & Young LLP (or its affiliate accounting firms) (unless so directed by
      Parent in accordance with a change by Parent in its accounting firm) to serve
      as
      its (and the Tronox Affiliates’) independent certified public accountants
      (“ *Tronox’s
      Auditors* ”)
      without Parent’s prior written consent (which will not be unreasonably
      withheld); *provided* , *however* ,
      that, to the extent any such Tronox Affiliates are currently using a different
      accounting firm to serve as their independent certified public accountants,
      such
      Tronox Affiliates may continue to use such accounting firm provided such
      accounting firm is reasonably satisfactory to Parent.




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(b)  Tronox
      will use its commercially reasonable efforts to enable Tronox’s Auditors to
      complete their audit such that they will date their opinion on the Annual
      Financial Statements on the same date that Parent’s independent certified public
      accountants (“ *Parent’s
      Auditors* ”)
      date their opinion on Parent’s audited annual financial statements (the
“ *Parent
      Annual Statements* ”),
      and to enable Parent to meet its timetable for the printing, filing and public
      dissemination of the Parent Annual Statements, all in accordance with Article
      VI
      hereof and as required by applicable law.




(c)  Tronox
      will provide to Parent on a timely basis all information that Parent reasonably
      requires to meet its schedule for the preparation, printing, filing, and public
      dissemination of the Parent Annual Statements in accordance with Article VI
      hereof and as required by applicable law. Without limiting the generality of
      the
      foregoing, Tronox will provide all required financial information with respect
      to the Tronox Group to Tronox’s Auditors in a sufficient and reasonable time and
      in sufficient detail to permit Tronox’s Auditors to take all steps and perform
      all reviews necessary to provide sufficient assistance to Parent’s Auditors with
      respect to information to be included or contained in the Parent Annual
      Statements.




(d)  Tronox
      will authorize Tronox’s Auditors to make available to Parent’s Auditors both the
      personnel who performed, or are performing, the annual audit of Tronox and
      work
      papers related to the annual audit of Tronox, in all cases within a reasonable
      time prior to Tronox’s Auditors’ opinion date, so that Parent’s Auditors are
      able to perform the procedures they consider necessary to take responsibility
      for the work of Tronox’s Auditors as it relates to Parent’s Auditors’ report on
      Parent’s statements, all within sufficient time to enable Parent to meet its
      timetable for the printing, filing and public dissemination of the Parent Annual
      Statements.




(e)  If
      Parent determines in good faith that there may be some inaccuracy in a Tronox
      Group member’s financial statements or deficiency in a Tronox Group member’s
      internal accounting controls or operations that could materially impact Parent’s
      financial statements, at Parent’s request, Tronox will provide Parent’s internal
      auditors with access to the Tronox Group’s books and records so that Parent may
      conduct reasonable audits relating to the financial statements provided by
      Tronox under this Agreement as well as to the internal accounting controls
      and
      operations of the Tronox Group.




Section
      7.2.  Notice
      of Changes .  Subject
      to Section 7.1, Tronox will give Parent as much prior notice as reasonably
      practicable of any proposed determination of, or any significant changes in,
      Tronox’s accounting estimates or accounting principles from those in effect on
      the Effective Date. Tronox will consult with Parent and, if requested by Parent,
      Tronox will consult with Parent’s Auditors with respect thereto. Tronox will not
      make any such determination or changes without Parent’s prior written consent if
      such a determination or a change would be sufficiently material to be required
      to be disclosed in Tronox’s or Parent’s financial statements as filed with the
      Commission or otherwise publicly disclosed therein.




Section
      7.3.  Accounting
      Changes Requested by Parent .  Notwithstanding
      Section 7.2 above, Tronox will make any changes in its accounting estimates
      or
      accounting principles that reasonably are requested by Parent in order for
      Tronox’s accounting practices and principles to be consistent with those of
      Parent.




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Section
      7.4.  Special
      Reports of Deficiencies or Violations .  Tronox
      will report in reasonable detail to Parent the following events or circumstances
      promptly after any executive officer of Tronox or any member of the Tronox
      Board
      of Directors becomes aware of such matter:




(a)  all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect Tronox’s ability to record, process, summarize and report
      financial information;




(b)  any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in Tronox’s internal control over financial reporting;




(c)  any
      illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act;
      and




(d)  any
      report of a material violation of law that an attorney representing any Tronox
      Group member has formally made to any officers or directors of Tronox pursuant
      to the Commission’s attorney conduct rules (17 C.F.R. Part 205).




Section
      7.5.  Termination
      of Article VII .
      The provisions of this Article VII shall apply for as long as Parent is required
      to consolidate the results of operations and financial position of Tronox and
      any other members of the Tronox Group or to account for its investment in Tronox
      under the equity method of accounting (determined in accordance with GAAP and
      consistent with Commission reporting requirements).




ARTICLE
      VIII


CORPORATE
      GOVERNANCE




Section
      8.1.  Stockholder
      Voting Rights . For as long as the Parent Group owns beneficially shares representing at least
      a
      majority of the total voting power of all classes of the then outstanding shares
      of capital stock of Tronox entitled to vote generally in the election of
      directors (the “ *Tronox
      Voting Stock* ”),
      then the Amended and Restated Certificate of Incorporation and By-laws of Tronox
      shall provide that:




(i)  any
      director or the entire Tronox Board of Directors may be removed from office
      at
      any time with or without cause, but only by the affirmative vote of the holders
      of at least a majority of the total voting power of the Tronox Voting
      Stock;




(ii)  any
      vacancies on the Tronox Board of Directors caused by an action of the
      stockholders shall be filled by the affirmative vote of the holders of at least
      a majority of the total voting power of the Tronox Voting Stock;




(iii)  the
      affirmative vote of the holders of at least a majority of the total voting
      power
      of the Tronox Voting Stock shall be required to alter, amend or repeal any
      provision of the Certificate of Incorporation or the Bylaws (as each may be
      amended from time to time) of Tronox;




(iv)  any
      action required or permitted to be taken at any annual or special meeting of
      Tronox stockholders may be taken without a meeting, without prior notice and
      without a vote, if a consent in writing, setting forth the action so taken,
      shall be signed by the holders of outstanding capital stock having not less
      than
      the minimum number of votes that would be necessary to authorize or take such
      action at a meeting at which all shares of capital stock entitled to vote
      thereon were present and voted; and




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(v)  special
      meetings of Tronox stockholders may be called by Parent.




Section
      8.2.  Corporate
      Governance .  (a) Tronox will not, without the prior written consent of Parent (which Parent
      may
      withhold in its sole and absolute discretion), take, or cause to be taken,
      directly or indirectly, any action, including making or failing to make any
      election under the law of any state, which has the effect, directly or
      indirectly, of restricting or limiting the ability of Parent freely to sell,
      transfer, assign, pledge or otherwise dispose of shares of Tronox Class B Common
      Stock or would restrict or limit the rights of any transferee of Parent as
      a
      holder of Tronox Class B Common Stock. Without limiting the generality of the
      foregoing, Tronox will not, without the prior written consent of Parent (which
      Parent may withhold in its sole and absolute discretion), take any action,
      or
      take any action to recommend to its stockholders any action, which would, among
      other things, limit the legal rights of, or deny any benefit to, Parent as
      a
      Tronox stockholder either (i) solely as a result of the amount of Tronox Class
      B
      Common Stock owned by Parent or (ii) in a manner not applicable to Tronox
      stockholders generally.




(b)  Tronox
      shall not, without the prior written consent of Parent (which it may withhold
      in
      its sole and absolute discretion), issue any shares of Tronox capital stock
      or
      any rights, warrants or options to acquire Tronox capital stock (including,
      without limitation, securities convertible into or exchangeable for Tronox
      capital stock), if after giving effect to such issuances and considering all
      of
      the shares of Tronox capital stock acquirable pursuant to such rights, warrants
      and options to be outstanding on the date of such issuance (whether or not
      then
      exercisable), Parent would own directly or indirectly less than (i) a majority
      of the outstanding shares of Tronox Common Stock (on a fully-diluted basis)
      or
      (ii) 80% of the total voting power of all classes of the then outstanding Tronox
      Voting Stock; *provided* that the restriction contained in Section 8.2(b)(i) shall not apply to any
      shares of Tronox Common Stock or any options to acquire Tronox Common Stock
      issued to directors, officers or employees of Tronox in connection with the
      performance of services unless, after giving effect to such issuance, any such
      director, officer or employee would own 5% or more of the outstanding shares
      of
      Tronox Common Stock (on a fully diluted basis). Tronox shall not, without the
      prior written consent of Parent (which it may withhold in its sole discretion
      and absolute discretion) issue any share of non-voting capital stock of
      Tronox.




(c)  To
      the extent that Parent is a party to any agreements that provide that certain
      actions or inactions of Parent Affiliates (which for purposes of such agreement
      includes any member of the Tronox Group) may result in Parent being in breach
      of
      or in default under such agreements and Parent has advised Tronox of the
      existence, and has furnished Tronox with copies, of such agreements (or the
      relevant portions thereof), Tronox will not take or fail to take, as applicable,
      and Tronox will cause the other members of the Tronox Group not to take or
      fail
      to take, as applicable, any actions that reasonably could result in Parent
      being
      in breach of or in default under any such agreement. The parties acknowledge
      and
      agree that from time to time Parent may in good faith (and not solely with
      the
      intention of imposing restrictions on Tronox pursuant to this covenant) enter
      into additional agreements or amendments to existing agreements that provide
      that certain actions or inactions of Parent Subsidiaries or Affiliates
      (including, for purposes of this Section 8.2(c), members of the Tronox Group)
      may result in Parent being in breach of or in default under such agreements.
      In
      such event, provided Parent has notified Tronox of such additional agreements
      or
      amendments to existing agreements, Tronox will not thereafter take or fail
      to
      take, as applicable, and Tronox will cause the other members of the Tronox
      Group
      not to take or fail to take, as applicable, any actions that reasonably could
      result in Parent being in breach of or in default under any such additional
      agreements or amendments to existing agreements. Parent acknowledges and agrees
      that Tronox will not be deemed in breach of this Section 8.2(c) to the extent
      that, prior to being notified by Parent of an additional agreement or an
      amendment to an existing agreement pursuant to this Section 8.2(c), a Tronox
      Group member already has taken or failed to take one or more actions that would
      otherwise constitute a breach of this Section 8.2(c) had such action(s) or
      inaction(s) occurred after such notification; *provided* ,
      that Tronox does not, after notification by Parent, take any further action
      or
      fail to take any action that contributes further to such breach or default.
      Tronox agrees that any Information provided to it pursuant to this Section
      8.2(c) will constitute Information that is subject to Tronox’s obligations under
      Article IX of this Agreement.




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(d)  The
      provisions of this Section 8.2 shall apply for so long as the Parent Group
      owns
      beneficially shares representing at least a majority of total voting power
      of
      the Tronox Voting Stock; *provided* that the provisions of Section 8.2(b) shall apply for so long as Parent or
      Worldwide owns a majority of the Tronox Common Stock.




Section
      8.3.  Charter,
      Bylaws and other Governance Documents . At or prior to the Closing Date, Parent and Tronox each shall take all actions
      that may be required to provide for the adoption by Tronox of the Amended and
      Restated Certificate of Incorporation of Tronox, substantially in the form
      attached as Exhibit B, the Amended and Restated Bylaws of Tronox, substantially
      in the form attached as Exhibit C and the Rights Agreement of Tronox,
      substantially in the form attached as Exhibit D.




Section
      8.4.  Incurrence
      of Indebtedness .  (a) Tronox covenants and agrees that after the consummation of the Initial Public
      Offering and through the Separation Date, Tronox will not, and Tronox will
      not
      permit any other member of the Tronox Group to, without Parent’s prior written
      consent (which Parent may withhold in its sole and absolute discretion),
      directly or indirectly, incur any Indebtedness.




(b)  Tronox
      hereby covenants and agrees that, for so long as Tronox constitutes a
“subsidiary,” as such term is defined, any Contract pursuant to which any member
      of the Parent Group is a party with respect to Indebtedness incurred by Parent
      or any member of the Parent Group, Tronox will not, and Tronox will not permit
      any other member of the Tronox Group to, without Parent’s prior written consent
      (which Parent may withhold in its sole and absolute discretion), create, incur,
      assume or suffer to exist any Indebtedness if the incurrence of such
      Indebtedness would cause Parent to be in breach of or in default under such
      Contract the existence of which Parent has advised Tronox and of which Parent
      has furnished Tronox a copy, or if the incurrence of such Tronox Indebtedness
      would be reasonably likely to adversely impact the credit rating of any
      Indebtedness of Parent.




(c)  In
      order to implement this Section 8.4, Tronox will notify Parent in writing at
      least 45 days prior to the time it or any other member of the Tronox Group
      contemplates incurring any Indebtedness and will either (i) demonstrate to
      Parent’s satisfaction that this Section 8.4 will not be violated by such
      proposed Indebtedness or (ii) obtain Parent’s prior written consent to the
      incurrence of such proposed Indebtedness. Any such written notification from
      Tronox to Parent will include documentation of any existing Indebtedness of
      the
      Tronox Group and estimated Indebtedness of the Tronox Group after giving effect
      to such proposed incurrence of such Indebtedness. Parent will have the right
      to
      verify the accuracy of such information and Tronox will cooperate fully with
      Parent in such effort (including, without limitation, by providing Parent with
      access to the working papers and underlying documentation related to any
      calculations used in determining such information).




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ARTICLE
      IX


EXCHANGE
      OF INFORMATION; CONFIDENTIALITY; COOPERATION IN ACTIONS




Section
      9.1.  Agreement
      for Exchange of Information; Archives .  (a) Each of Parent and Tronox, on behalf of its respective Group, agrees to provide,
      or cause to be provided, to the other Group, at any time before or after the
      Separation Date, as soon as reasonably practicable after written request
      therefor, any Information in the possession or under the control of such
      respective Group which the requesting party reasonably needs (i) to comply
      with
      reporting, disclosure, filing or other requirements imposed on the requesting
      party (including under applicable securities or tax laws) by a Governmental
      Authority having jurisdiction over the requesting party, (ii) for use in any
      other judicial, regulatory, administrative, tax or other proceeding or in order
      to satisfy audit, accounting, claims, regulatory, litigation, tax or other
      similar requirements, in each case other than claims or allegations that one
      party to this Agreement has against the other, or (iii) subject to the foregoing
      clause (ii), to comply with its obligations under this Agreement or any
      Ancillary Agreement; *provided* , *however* ,
      that in the event that any party determines that any such provision of
      Information could be commercially detrimental, violate any law or agreement,
      or
      waive any attorney-client privilege, the parties shall take all reasonable
      measures to permit the compliance with such obligations in a manner that avoids
      any such harm or consequence.




(b)  After
      the Closing Date, each of the Parent Group on the one hand, and the Tronox
      Group
      on the other hand, shall provide to such other Group reasonable access during
      regular business hours (as in effect from time to time) to Information that
      relates to the business and operations of such Group that are located in
      archives retained or maintained by such other Group. Each Group may, at their
      own expense, obtain copies of, and shall have reasonable access to, such
      Information for bona fide business purposes.




Section
      9.2.  Ownership
      of Information . Any Information owned by one Group that is provided to a requesting party
      pursuant to Section 9.1 shall be deemed to remain the property of the providing
      party. Unless specifically set forth herein or in any Ancillary Agreement,
      nothing contained in this Agreement shall be construed as granting or conferring
      rights of license or otherwise in any such Information.




Section
      9.3.  Compensation
      for Providing Information . The party requesting Information agrees to reimburse the other party for the
      reasonable out-of-pocket costs paid to third parties, if any, of creating,
      gathering and copying such Information, to the extent that such costs are
      incurred for the benefit of the requesting party. Except as may be otherwise
      specifically provided elsewhere in this Agreement or in any Ancillary Agreement,
      such costs shall be computed in accordance with the providing party’s standard
      methodology and procedures.




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Section
      9.4.  Record
      Retention . To facilitate the possible exchange of Information pursuant to this Article
      IX
      and other provisions of this Agreement and the Ancillary Agreements after the
      Separation Date, the parties agree to use their commercially reasonable efforts
      to retain all Information in their respective possession or control on the
      Separation Date in accordance with the policies of Parent as in effect on the
      Closing Date or such other policies as may be reasonably adopted by the
      appropriate party after the Closing Date. No party will destroy, or permit
      any
      members of its Group to destroy, any Information that the other party may have
      the right to obtain pursuant to this Agreement prior to the third anniversary
      of
      the date hereof without first using its commercially reasonable efforts to
      notify the other party of the proposed destruction and giving the other party
      the opportunity to take possession of such information prior to such
      destruction; *provided* , *however* ,
      that in the case of any Information relating to Taxes, employee benefits or
      any
      Environmental Law, such period shall be extended to the expiration of the
      applicable statute of limitations (giving effect to any extensions
      thereof).




Section
      9.5.  Limitations
      of Liability . No party shall have any liability to any other party in the event that any
      Information exchanged or provided pursuant to this Agreement that is an estimate
      or forecast, or that is based on an estimate or forecast, is found to be
      inaccurate in the absence of willful misconduct by the party providing such
      Information. No party shall have any liability to any other party if any
      Information is destroyed after commercially reasonable efforts have been taken
      by such party to comply with the provisions of Section 9.4.




Section
      9.6.  Other
      Agreements Providing for Exchange of Information . The rights and obligations granted under this Article IX are subject to any
      specific limitations, qualifications or additional provisions on the sharing,
      exchange, retention or confidential treatment of Information set forth in any
      Ancillary Agreement.




Section
      9.7.  Confidentiality .  (a) Subject to Section 9.8, each of Parent and Tronox, on behalf of itself and
      each
      member of its respective Group, agrees to hold, and to cause its respective
      directors, officers, employees, agents, accountants, counsel and other advisors
      and representatives to hold, in strict confidence, with at least the same degree
      of care that applies to Parent's confidential and proprietary information
      pursuant to policies in effect as of the Closing Date, all Information
      concerning each such other Group that is either in its possession (including
      Information in its possession prior to the date hereof, the Closing Date or
      the
      Separation Date) or furnished by any such other Group or its respective
      directors, officers, employees, agents, accountants, counsel and other advisors
      and representatives at any time pursuant to this Agreement, any Ancillary
      Agreement or otherwise, and shall not use any such Information other than for
      such purposes as shall be expressly permitted hereunder or thereunder, except,
      in each case, to the extent that such Information has been (i) in the public
      domain through no fault of such party or any member of such party’s Group or any
      of their respective directors, officers, employees, agents, accountants, counsel
      and other advisors and representatives, (ii) later lawfully acquired from other
      sources by such party (or any member of such party's Group) which sources are
      not themselves bound by a confidentiality obligation, or (iii) independently
      generated without reference to any proprietary or confidential Information
      of
      the other party.




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(b)  Each
      party agrees not to release or disclose, or permit to be released or disclosed,
      any such Information to any other Person, except its directors, officers,
      employees, agents, accountants, counsel and other advisors and representatives
      who need to know such Information (who shall be advised of their obligations
      hereunder with respect to such Information), except in compliance with Section
      9.8. Without limiting the foregoing, when any Information is no longer needed
      for the purposes contemplated by this Agreement or any Ancillary Agreement,
      each
      party will promptly after request of the other party either return to the other
      party all Information in a tangible form (including all copies thereof and
      all
      notes, extracts or summaries based thereon) or certify to the other party that
      it has destroyed such Information (and such copies thereof and such notes,
      extracts or summaries based thereon).




(c)  In
      furtherance and not in limitation of the obligations set forth in this Section
      9.7, each of Parent and Tronox shall, and shall cause members of their
      respective Group to, remove and destroy any hard drives or other electronic
      data
      storage devices from any computer or server that is reasonably likely to contain
      Information that is protected by this Section 9.7 and that is transferred or
      sold to a third party or otherwise disposed of following the Closing Date.




Section
      9.8.  Protective
      Arrangements . In the event that any party or any member of its Group either determines on
      the
      advice of its counsel that it is required to disclose any Information pursuant
      to applicable law or receives any demand under lawful process or from any
      Governmental Authority to disclose or provide Information of any other party
      (or
      any member of any other party's Group) that is subject to the confidentiality
      provisions hereof, such party shall notify the other party prior to disclosing
      or providing such Information and shall cooperate at the expense of the
      requesting party in seeking any reasonable protective arrangements requested
      by
      such other party. Subject to the foregoing, the Person that received such
      request may thereafter disclose or provide Information to the extent required
      by
      such law (as so advised by counsel) or by lawful process or such Governmental
      Authority.




Section
      9.9.  Cooperation
      with respect to Actions . (a) Without limiting the foregoing, the parties shall cooperate and consult to
      the
      extent reasonably necessary with respect to any Actions. Without limiting any
      provision of this Section, each of the parties agrees to cooperate, and to
      cause
      each member of its respective Group to cooperate, with each other in the defense
      of any infringement or similar claim with respect any intellectual property
      and
      shall not claim to acknowledge, or permit any member of its respective Group
      to
      claim to acknowledge, the validity or infringing use of any intellectual
      property of a third Person in a manner that would hamper or undermine the
      defense of such infringement or similar claim.




(b)  In
      connection with any matter contemplated by this Section 9.9, the parties will
      enter into a mutually acceptable joint defense agreement so as to maintain,
      to
      the extent practicable, any applicable attorney-client privilege or work product
      immunity of any member of any Group.




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(c)  After
      the Closing Date, except in the case of an adversarial Action by one party
      against another party, each party hereto shall use its commercially reasonable
      efforts to make available to each other party, upon written request, the former,
      current and future directors, officers, employees, other personnel and agents
      of
      the members of its respective Group as witnesses and any books, records or
      other
      documents within its control or which it otherwise has the ability to make
      available, to the extent that any such person (giving consideration to business
      demands of such directors, officers, employees, other personnel and agents)
      or
      books, records or other documents may reasonably be required in connection
      with
      any Action in which the requesting party may from time to time be involved,
      regardless of whether such Action is a matter with respect to which
      indemnification may be sought hereunder. The requesting party shall bear all
      costs and expenses in connection therewith.




ARTICLE
      X


DISPUTE
      RESOLUTION




Section
      10.1.  Disputes . The parties shall attempt to finally resolve any claim, controversy, or dispute
      arising out of or relating to this Agreement, or the threatened, alleged or
      actual breach or default thereof by either party, as hereinafter set forth.
      The
      resolution procedures shall be invoked when either party sends a written notice
      to the other party of the occurrence of a claim, controversy or dispute, or
      of
      the threatened, alleged or actual breach of this Agreement. The notice shall
      describe the nature of the dispute and the party’s position with respect to such
      dispute. The parties shall expeditiously schedule consultations or a meeting
      between knowledgeable representatives designated by each party in an effort
      to
      resolve the dispute informally. Such consultations or meetings shall in no
      event
      occur later than 10 days after delivery of the written notice by a party under
      this Section 10.1. If the parties are unable to resolve the dispute within
      15
      days after consultations commence, the dispute 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 10.1 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.




ARTICLE
      XI


OTHER
      OBLIGATIONS OF THE PARTIES




Section
      11.1.  Further
      Assurances .  (a) In addition to the actions specifically provided for elsewhere in this
      Agreement, each of the parties hereto shall use its commercially reasonable
      efforts, prior to, on and after the Closing Date, to take, or cause to be taken,
      all actions, and to do, or cause to be done, all things, reasonably necessary,
      proper or advisable under applicable laws, regulations and agreements to
      consummate and make effective the transactions contemplated by this Agreement
      and the Ancillary Agreements.




(b)  Without
      limiting the foregoing, prior to, on and after the Closing Date, each party
      hereto shall cooperate with the other party, and without any further
      consideration, but at the expense of the requesting party, to execute and
      deliver, or use its commercially reasonable efforts to cause to be executed
      and
      delivered, all instruments, including instruments of conveyance, assignment
      and
      transfer, and to make all filings with, and to obtain all Consents of, any
      Governmental Authority or any other Person under any permit, license, agreement,
      indenture or other instrument (including any Consents or Governmental
      Approvals), and to take all such other actions as such party may reasonably
      be
      requested to take by any other party hereto from time to time, consistent with
      the terms of this Agreement and the Ancillary Agreements, in order to effectuate
      the provisions and purposes of this Agreement and the Ancillary Agreements
      and
      the other transactions contemplated hereby and thereby.




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Section
      11.2.  Restrictions
      on Business Activities . (a) For the period beginning on the Separation Date and ending on the fourth
      anniversary of the Separation Date, Parent agrees that neither it nor any member
      of the Parent Group will engage in, directly, by joint venture, or otherwise,
      or
      be the owner of a business entity that primarily engages in, the manufacture
      and
      sale of titanium dioxide pigment (such business, a “ *Competitive
      Business* ”).




(b)  The
      restrictions contained in Section 11.2 shall not:




(i)  prohibit
      Parent or any member of the Parent Group from holding less than 5% of the
      outstanding capital stock of any publicly traded corporation;




(ii)  prohibit
      or otherwise restrict Parent or any member of the Parent Group from acquiring
      an
      interest, by joint venture, merger or other business combination, in a business
      (the “ *Acquired
      Business* ” )
      that includes a Competitive Business so long as the aggregate revenues derived
      by the Competitive Business included in the Acquired Business during the four
      most recently completed fiscal quarters for such Acquired Business prior to
      the
      date on which the definitive agreement for the acquisition of the Acquired
      Business is entered into do not exceed 10% of the aggregate revenues derived
      by
      the Acquired Business during such four fiscal quarters;




(iii)  be
      deemed to apply to any Person that is not a member of the Parent Group at the
      time of the entering into a transaction contemplated by clauses (A), (B) or
      (C)
      of this clause (iii) that (A) acquires the capital stock or other equity
      securities of Parent or any member of the Parent Group, (B) acquires all or
      substantially all of the assets of Parent or any member of the Parent Group,
      or
      (C) consummates any merger, consolidation, business combination, share exchange,
      reorganization or similar transaction involving Parent or any member of the
      Parent Group, in each case wh ere
      immediately after giving effect to such transaction such Person or Person’s
      stockholders own more than 50% of the outstanding shares of common stock or
      economic interests of the surviving, resulting, successor or purchasing entity
      (each of clauses (A)-(C) being an “ *Acquisition
      Transaction* ”);
      or




(iv)  be
      deemed to apply to Parent if Parent is the subject of the Acquisition
      Transaction or any member of the Parent Group if such member is the subject
      of
      the Acquisition Transaction.




ARTICLE
      XII


MISCELLANEOUS




Section
      12.1.  Termination . This Agreement and each Ancillary Agreement may be terminated at any time prior
      to the Closing Date by and in the sole discretion of the Parent without the
      approval of Tronox, in which case neither Parent or Worldwide on the one hand,
      nor Tronox on the other hand, will have any liability to the other hereunder.
      The obligations of the parties under Article IV (including the completion of
      the
      Separation and the Section 355 Transaction) may be terminated if, at any time
      after the Effective Date, Parent determines, in its sole and absolute
      discretion, that the Separation would not be in the best interests of Parent
      or
      its stockholders.




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Section
      12.2.  Counterparts;
      Entire Agreement; Corporate Power .  (a) This Agreement and each Ancillary 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 Ancillary Agreements, and the exhibits, annexes and appendices
      hereto and thereto, 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.




(c)  Each
      of the parties represents to the other that: (i) it has the requisite corporate
      or other power and authority and has taken all corporate or other action
      necessary in order to execute, deliver and perform each of this Agreement and
      each other Ancillary Agreement to which it is a party and to consummate the
      transactions contemplated hereby and thereby; and (ii) this Agreement and each
      Ancillary Agreement to which it is a party has been duly executed and delivered
      by it and constitutes a valid and binding agreement of it enforceable in
      accordance with the terms thereof, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting creditors’ rights
      generally and general equity principles.




Section
      12.3.  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
      THE
      ANCILLARY AGREEMENTS OR BY THE TRANSACTIONS CONTEMPLATED HEREBY OR
      THEREBY.




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Section
      12.4.  Assignment . Except
      as otherwise set forth herein or in any Ancillary Agreement, this Agreement
      and
      each Ancillary Agreement shall be binding upon and inure to the benefit of
      the
      parties hereto and thereto, respectively, 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 or any Ancillary Agreement (unless
      expressly provided therein) without the express prior written consent of the
      other party hereto or thereto (such consent not to be unreasonably withheld
      or
      delayed).




Section
      12.5.  Third
      Party Beneficiaries . Except for the indemnification rights under this Agreement of any Parent
      Indemnitee or Tronox Indemnitee in their respective capacities as such, (a)
      the
      provisions of this Agreement and each Ancillary 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 or any Ancillary Agreement and neither this Agreement nor any
      Ancillary Agreement shall 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 or any Ancillary Agreement.




Section
      12.6.  Notices . Except as otherwise set forth in any Ancillary Agreement, all notices or other
      communications under this Agreement or any Ancillary 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
                Parent or Worldwide:
            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:
            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





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Section
      12.7.  Severability . If any provision of this Agreement or any Ancillary 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 thereof, 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 or thereby, as the
      case
      may be, 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
      12.8.  Force
      Majeure . No party shall be deemed in default of this Agreement or any Ancillary Agreement
      to the extent that any delay or failure in the performance of its obligations
      under this Agreement or any Ancillary Agreement results from any cause beyond
      its reasonable control, such as acts of God, acts of civil or military
      authority, embargoes, epidemics, war, terrorism, riots, insurrections, fires,
      explosions, earthquakes, floods, unusually severe weather conditions, labor
      problems or unavailability of parts, or, in the case of computer systems, any
      failure in electrical or air conditioning equipment. In the event of any such
      excused delay, the time for performance shall be extended for a period equal
      to
      the time lost by reason of the delay.




Section
      12.9.  Publicity . Prior to the Exchange or Distribution, each of Parent and Tronox shall consult
      with each other prior to issuing any press releases or otherwise making public
      statements with respect to the Initial Public Offering, the Exchange or
      Distribution or any of the other transactions contemplated hereby and prior
      to
      making any filings with any Governmental Authority with respect thereto.




Section
      12.10.  Expenses . Except as expressly set forth in this Agreement or in any Ancillary Agreement,
      all third party fees, costs and expenses paid or incurred (a) in connection
      with
      the Contribution or the Initial Public Offering will be paid by Tronox, and
      (b)
      in connection with the Section 355 Transaction will be paid by
      Parent.




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




Section
      12.12.  Survival
      of Covenants . Except as expressly set forth in any Ancillary Agreement, the covenants,
      representations and warranties contained in this Agreement and each Ancillary
      Agreement, and liability for the breach of any obligations contained herein,
      shall survive the Separation Date and shall remain in full force and effect.




Section
      12.13.  Waivers
      of Default . Waiver by any party of any default by the other party of any provision of this
      Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving
      party of any subsequent or other default, nor shall it prejudice the rights
      of
      the other party.




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Section
      12.14.  Specific
      Performance . In the event of any actual or threatened default in, or breach of, any of the
      terms, conditions and provisions of this Agreement or any Ancillary Agreement,
      the party or parties who are or are to be thereby aggrieved shall have the
      right
      to specific performance and injunctive or other equitable relief of its rights
      under this Agreement or such Ancillary Agreement, in addition to any and all
      other rights and remedies at law or in equity, and all such rights and remedies
      shall be cumulative. The parties agree that the remedies at law for any breach
      or threatened breach, including monetary damages, are inadequate compensation
      for any loss and that any defense in any action for specific performance that
      a
      remedy at law would be adequate is waived. Any requirements for the securing
      or
      posting of any bond with such remedy are waived.




Section
      12.15.  Amendments . No provisions of this Agreement or any Ancillary 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
      12.16.  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
      (or the applicable Ancillary Agreement) as a whole (including all of the
      Schedules, Exhibits and Appendices hereto and thereto) and not to any particular
      provision of this Agreement (or such Ancillary Agreement). Article, Section,
      Exhibit, Schedule, Annex, and Appendix references are to the Articles, Sections,
      Exhibits, Schedules and Appendices to this Agreement (or the applicable
      Ancillary Agreement) unless otherwise specified. The word “including” and words
      of similar import when used in this Agreement (or the applicable Ancillary
      Agreement) shall mean “including, without limitation,” unless the context
      otherwise requires or unless otherwise specified. The word “or” shall not be
      exclusive.









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