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EXHIBIT 10.1    
    




FORM OF REGISTRATION RIGHTS AGREEMENT, dated as of            , 2005 (this "Agreement"), between
Kerr-McGee Corporation, a Delaware corporation ("Kerr-McGee") and Tronox Incorporated, a Delaware corporation (the
"Tronox"). 




INTRODUCTION



        Kerr-McGee
and Tronox are parties to a Master Separation and Distribution Agreement, dated as of the date hereof (the "Master Separation
Agreement"). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Master Separation Agreement. 


        Pursuant
to the terms of the Master Separation Agreement, immediately following the consummation of the Initial Public Offering, Kerr-McGee will own directly or indirectly
all of the issued and outstanding shares of the Class B common stock, par value $0.01 per share, of Tronox (the "Class B Common Stock").
Pursuant to the Master Separation Agreement, Kerr-McGee has sole and absolute discretion to determine whether to consummate the Distribution. 



        Tronox
and Kerr-McGee desire to make certain arrangements to provide Kerr-McGee with registration rights with respect to shares of Class B Common Stock it
owns. 


        In
consideration of the mutual agreements, provisions and covenants set forth in this Agreement the parties, intending to be legally bound, hereby agree as follows: 


ARTICLE
I

EFFECTIVENESS OF AGREEMENT 


        Section 1.1.    Effective date.    This agreement shall become effective upon the Closing Date. 



        Section 1.2.    Shares Covered.    This Agreement covers all shares of Class B Common Stock that are
beneficially owned by Kerr-McGee or any Permitted Transferee (as defined in Section 2.5) from time to time, whether or not held immediately following the Initial Public Offering
(subject to the provisions of Section 7, the "Shares"). The Shares shall include any securities issued or issuable with respect to the Shares by
way of a stock dividend or a stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. Kerr-McGee and any Permitted
Transferees are each referred to herein as a "Holder" and collectively as "Holders" and the holders of
shares proposed to be included in any registration under this Agreement are each referred to herein as "Selling Holder" and collectively as  "Selling Holders".


ARTICLE
II

DEMAND REGISTRATION 


        Section 2.1.    Notice.    Upon the terms and subject to the conditions set forth herein, upon written notice
of any Holder requesting that Tronox effect the registration under the Securities Act, of 1933, as amended (the "Securities Act") of any or all of the
Shares held by it, which notice shall specify the intended method or methods of disposition of such Shares (which methods may include, without limitation, a Shelf Registration, a Convertible
Registration or an Exchange Registration (as such terms are defined in Section 2.6)), Tronox will, within five days of receipt of such notice from any Holder, give written notice of the
proposed registration to all other Holders, if any, and will use its commercially reasonable efforts to effect (at the earliest reasonable date) the registration under the Securities Act of such
Shares (and the Shares of any other Holders joining in such request as are specified in a written notice received by Tronox within 15 days after receipt of Tronox's written notice of the
proposed registration) for disposition in accordance with the intended method or methods of disposition stated in such request (each registration request pursuant to this Section 2.1 is
referred to as herein as a "Demand Registration"); provided,  however, that: 



        (i)    Tronox
shall not be obligated to effect registration with respect to Shares pursuant to this Section 2 within 90 days after the effective date of a
previous registration, other than a Shelf Registration, effected with respect to Class B Common Stock pursuant to this Section 2; 








 

        (ii)   if
at the time a Demand Registration is requested pursuant to this Section 2, Tronox determines in the good faith judgment of the general counsel of Tronox, to
be confirmed within 15 days by the Tronox's board of directors (the "Board"), that such registration would reasonably be expected to require the
disclosure of material information that Tronox has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by Tronox
or any of its subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization, securities offering or other material transaction,
Tronox may postpone the filing or effectiveness of such registration until the earlier of (i) 15 Business Days after the date of disclosure of such material information, or
(ii) 75 days after Tronox makes such determination; provided, however, that Tronox may
delay a Demand Registration hereunder only once in any 12-month period; 


        (iii)  except
in the case of a Convertible Registration or an Exchange Registration, the number of Shares originally requested to be registered pursuant to any registration
requested pursuant to this Section 2 shall cover Shares representing at least 10% of the aggregate shares of all classes of Tronox Common Stock then issued and outstanding; 


        (iv)  if
a Demand Registration is an underwritten offering and the managing underwriters advise Tronox in writing that in their opinion the number of Shares requested to be
included in such offering exceeds the number of Shares that can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Shares initially
requesting such registration or without materially adversely affecting the market for the Common Stock, Tronox shall include in such registration the number of Shares requested by Holders of a
majority of the Shares to be included therein which, in the opinion of such Holders based upon advice of the managing underwriters, can be sold in an orderly manner within the price range of such
offering and without materially adversely affecting the market for the Common Stock, pro rata among the respective Holders thereof on the basis of the amount of Common Stock owned by each Holder
requesting inclusion of Shares in such registration; and 


        (v)   Tronox
shall not be required to effect more than five Demand Registrations pursuant to this Section 2.1; provided,  however, that the foregoing limitation
shall not be effective if, at the time of the fifth Demand Registration, Tronox is prohibited under
then-existing Commission rules from registering all remaining Shares pursuant to a Shelf Registration, regardless of whether the Holder or Holders has requested that such fifth Demand
Registration be a Shelf Registration or otherwise. 




        Section 2.2.    Registration Expenses.    All Registration Expenses (as defined in Section 8.1) for any
registration requested pursuant to this Section 2 (including any registration that is delayed or withdrawn) shall be paid by Tronox. 


        Section 2.3.    Selection of Professionals.    The Holders of a majority of the Shares included in any Demand
Registration shall have the right to select the investment bankers and managers to underwrite or otherwise administer the offering. The Holders of a majority of the Shares included in any Demand
Registration shall have the right to select the financial printer, the solicitation or exchange agent (if any) and counsel for the Selling Holders. Tronox shall have the right to select its own
outside counsel and, subject to the provisions of the Master Separation Agreement, independent auditors. 


        Section 2.4.    Third Person Shares.    (a)    Tronox shall have the right to cause the registration
of securities for sale for the account of any Person (as defined in Section 6.1) (including Tronox) other than the Selling Holders (the "Third Person
Shares") in any registration of Shares requested pursuant to this Section 2 so long as the Third Person Shares are disposed of in accordance with the intended method or
methods of disposition requested pursuant to this Section 2; provided, however, that Tronox shall
not have the right to cause the registration of such securities of such other Persons if the registration requested pursuant to this Section 2 is a Convertible Registration or an Exchange
Registration. 


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        (b)   If
a Demand Registration in which Tronox proposes to include Third Person Shares is an underwritten offering and the managing underwriters advise Tronox in writing that
in their opinion the number of Shares and Third Person Shares requested to be included in such offering exceeds the number of Shares and Third Person Shares that can be sold in an orderly manner in
such offering within a price range acceptable to the Holders of a majority of the Shares initially requesting such registration or without materially adversely affecting the market for the Tronox
Common Stock (the "Maximum Number"), Tronox shall not include in such registration any Third Person Shares unless all of the Shares initially requested
to be included therein are so included, and then only to the extent of the Maximum Number. 



        Section 2.5.    Permitted Transferees.    As used herein, "Permitted
Transferee" shall mean any transferee, whether direct or indirect, of Shares identified by Kerr-McGee (or a subsequent Holder) in a written notice to Tronox. Any
Permitted Transferees of the Shares shall be subject to and bound by all of the terms and conditions herein applicable to Holders. The notice required by this Section 2.5 shall be signed by
both the transferring Holder and the Permitted Transferees so designated and shall include an undertaking by the Permitted Transferees to comply with the terms and conditions of this Agreement
applicable to Holders. 


        Section 2.6.    Shelf Registration; Convertible Registration; Exchange Registration; Distribution.    With
respect to any Demand Registration, the requesting Holders may request Tronox to effect a registration of the Shares (a) under a registration statement pursuant to Rule 415 under the
Securities Act (or any successor rule) (a "Shelf Registration"); (b) in connection with such Holders' registration under the Securities Act of
securities (the "Convertible Securities") convertible into, exercisable for or otherwise related to the Shares (a "Convertible
Registration"); (c) in connection with such Holders' distribution of, or exchange of or offer to exchange the Shares for, any debt or equity securities of such Holders,
a
subsidiary or affiliate thereof or any other Person (an "Exchange Registration"); or (d) in the form of a Distribution as defined in the Master
Separation Agreement. 


        Section 2.7.    Commission Form.    Tronox shall use its commercially reasonable efforts to cause a Demand
Registration to be registered on Form S-3 (or any successor form), and if Tronox is not then eligible under the Securities Act to use Form S-3, a Demand
Registration shall be registered on Form S-1 (or any successor form). If a Demand Registration is a Convertible Registration or an Exchange Registration, Tronox shall effect such
registration on the appropriate Form under the Securities Act for such registrations. Tronox shall use its commercially reasonable efforts to become eligible to use Form S-3 and,
after becoming eligible to use Form S-3, shall use its commercially reasonable efforts to remain so eligible. All such registration statements shall comply with applicable
requirements of the Securities Act and the Commission's rules and regulations thereunder, and, together with each prospectus included, filed or otherwise furnished by Tronox in connection therewith,
shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Tronox shall timely
file all reports on Forms 10-K, 10-Q and 8-K (or any successor forms), and all material required to be filed, pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), to the extent that such filing shall be a condition to initial filing or continued use or effectiveness of any Demand
Registration. 


        Section 2.8.    Other Registration Rights.    Tronox shall not grant to any Persons the right to request Tronox
to register any equity securities of Tronox, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to
"demand," "piggyback," or other rights, unless such rights are subject and subordinate to the rights of
the Holders under this Agreement. 


        Section 2.9.    Withdrawal.    The Holders may withdraw a Demand Registration at any time and under any
circumstances. 


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ARTICLE
III

PIGGYBACK REGISTRATIONS 


        Section 3.1.    Notice and Registration.    (a)    If Tronox proposes to register any of its
securities for public sale under the Securities Act (whether proposed to be offered for sale by Tronox or any other Person), on a form and in a manner that would permit registration of the Shares for
sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so,
and upon the written request of any or all of the Holders delivered to Tronox within 20 days after the giving of any such notice (which request shall specify the Shares intended to be
disposed of by such Holders), Tronox will use its commercially reasonable efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of
all of the Shares that Tronox has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same
method of disposition as Tronox proposes to use to dispose of the other securities) of the Shares to be so registered; provided,  however, that: 



        (i)    if,
at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement
filed in connection with such registration, Tronox shall determine for any reason not to register such other securities, Tronox may, at its election, give written notice of such determination to the
Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon Tronox shall be relieved of its obligation to register
such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in
Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration
be effected as a registration under Section 2 or to include such Shares in any subsequent Piggyback Registration pursuant to this Section 3; 



        (ii)   Tronox
shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection
with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of Tronox; and 


        (iii)  if
a Piggyback Registration is an underwritten registration on behalf of Tronox (whether or not selling security holders are included therein) and the managing
underwriters advise Tronox in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without
materially adversely affecting the marketability of the offering or the market for the Common Stock (the "Piggyback Maximum Number"), Tronox shall
include the following securities in such registration up to the Piggyback Maximum Number and in accordance with the following priorities: (i) first, the securities Tronox proposes to sell,
(ii) second, up to the number of Shares requested to be included in such registration, pro rata among the Selling Holders of such Shares on the basis of the number of Shares owned by each such
Selling Holder, and (iii) third, up to the number of any other securities requested to be included in such registration. 




        (b)   No
registration of Shares effected under this Section 3 shall relieve Tronox of its obligation to effect a registration of Shares pursuant to Section 2. 


        (c)   Any
Selling Holder may withdraw any or all of its Shares from a Piggyback Registration at any time under any circumstances. 


        Section 3.2.    Selection of Professionals.    If any Piggyback Registration is an underwritten offering and
any of the investment bankers or managers selected to administer the offering was not one of the joint book-running managers of the Initial Public Offering, such investment banker or
manager shall not administer such offering if the Holders of a majority of the Shares included in such Piggyback Registration 


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reasonably
object thereto. The Holders of a majority of the Shares included in any Piggyback Registration shall have the right to select counsel for the Selling Holders. Tronox shall select its own
outside counsel and, subject to the terms of the Master Separation Agreement, its independent auditors. 



        Section 3.3.    Registration Expenses.    Tronox will pay all of the Registration Expenses in connection with
any registration pursuant to this Section 3. 


ARTICLE
IV

REGISTRATION PROCEDURES 


        Section 4.1.    Registration and Qualification.    (a)    If and whenever Tronox is required to use
its commercially reasonable efforts to effect the registration of any Shares under the Securities Act as provided in Sections 2 and 3, including an underwritten offering pursuant to a Shelf
Registration, Tronox will as promptly as is practicable (but in no event, in the case of the initial filing of the registration statement, later than 30 days after the date of a demand under
Section 2 if the applicable registration form is Form S-3 or a successor form, and for any other form, 90 days from the date of such demand): 



        (i)    prepare
and file with the Commission a registration statement with respect to such Shares and use its commercially reasonable efforts to cause such registration
statement to become effective as soon as practicable after the initial filing thereof; provided that before filing a registration statement or
prospectus or any amendments or supplement thereto, Tronox shall furnish to the counsel selected by the Holders of a majority of the Shares covered by such registration statement copies of all such
documents proposed to be filed (which documents shall be subject to the review and comment of such counsel); 


        (ii)   except
in the case of a Shelf Registration, Convertible Registration or Exchange Registration, prepare and file with the Commission such amendments and supplements to
such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act
with respect to the disposition of all of the Shares until the earlier of (i) such time as all of such Shares have been disposed of in accordance with the intended methods of disposition set
forth in such registration statement or
(ii) the expiration of nine months after such registration statement becomes effective, plus the number of days that any filing or effectiveness has been delayed under Section 2.1(ii); 


        (iii)  in
the case of a Shelf Registration (but not including any Convertible Registration), prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with
respect to the disposition of all Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement plus the number of
days that any filing or effectiveness has been delayed under Section 2.1(ii) or suspended under Section 4.3(a) and (y) the date on which all the Shares subject thereto have
been sold pursuant to such registration statement (the "Shelf Effective Period"); 


        (iv)  in
the case of a Convertible Registration or an Exchange Registration, prepare and file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the
disposition of all of the Shares subject thereto until such time as the rules, regulations and requirements of the Securities Act and the terms of the Convertible Securities no longer require such
Shares to be registered under the Securities Act (the "Convertible Effective Period"); 


        (v)   furnish
to the Selling Holders and to any underwriter of such Shares such number of conformed copies of such registration statement and of each such amendment and
supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such 



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registration
statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such
registration statement or prospectus, and such other documents as the Selling Holders or such underwriter may reasonably request; 


        (vi)  use
its commercially reasonable efforts to register or qualify all of the Shares covered by such registration statement under such other securities or blue sky laws of
such jurisdictions as the Selling Holders or any underwriter of such Shares shall reasonably request, and do any and all other acts and things that may be necessary or advisable to enable the Selling
Holders or any underwriter to consummate the disposition in such jurisdictions of the Shares covered by such registration statement, except that Tronox shall not for any such purpose be required to
qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service
of process in any such jurisdiction; 


        (vii) (x) furnish
to the Selling Holders, addressed to them, an opinion of counsel for Tronox and (y) use its commercially reasonable efforts to furnish to the
Selling Holders, addressed to them, a "cold
comfort" letter signed by the independent public accountants who have certified Tronox's financial statements included in such registration statement, covering substantially the same matters with
respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements,
as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities and such other matters as the Selling
Holders may reasonably request, in each case, in form and substance and as of the dates reasonably satisfactory to the Selling Holders; 


        (viii) immediately
notify the Selling Holders, at any time when a prospectus relating to a registration pursuant to Articles II or III is required to be delivered under the
Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the request of
the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered
to the purchasers of such Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made, not misleading; 


        (ix)  permit
any Selling Holders comprising holders of a majority of the Shares to be included in such registration statement, in their sole and exclusive judgment, to
participate in the preparation of such registration or comparable statement (including but not limited to having prompt access to any Commission comment letters or other communications in connection
with such registration and Tronox's responses thereto) and to require the insertion therein of material, furnished to Tronox in writing, which in the reasonable judgment of such Selling Holders and
their counsel should be included; 


        (x)   to
make available members of management of Tronox, as selected by the Holders of a majority of the Shares included in such registration statement, for assistance in the
selling effort relating to the Shares covered by such registration, including, but not limited to, the participation of such members of Tronox's management in road show presentations; 



        (xi)  in
the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, 



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Tronox
shall use it commercially reasonable efforts promptly to obtain the withdrawal of such order; and 



        (xii) use
its commercially reasonable efforts to cause Shares covered by such registration statement to be registered with or approved by such other government agencies or
authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Shares. 




        (b)   Tronox
may require the Selling Holders to furnish the Tronox with such information regarding the Selling Holders and the distribution of the Shares as Tronox may from
time to time reasonably request in writing and as shall be required by law, the Commission or any securities exchange on which any shares of Common Stock are then listed for trading in connection with
any registration. 


        Section 4.2.    Underwriting.    If requested by the underwriters for any underwritten offering in connection
with a registration requested hereunder (including any registration under Section 3 which involves, in whole or in part, an underwritten offering), Tronox will enter into an underwriting
agreement with such underwriters for such offering, such agreement to contain such representations and warranties by Tronox and such other terms and provisions as are customarily contained in
underwriting agreements with respect to that offering, including, without limitation, indemnities and contribution to the effect and to the extent provided in Article VI and the provision of
opinions of counsel and accountants' letters to the effect and to the extent provided in Section 4.1(a)(vii). Tronox may require that the Shares requested to be registered pursuant to
Article III be included in such underwriting on the same terms and conditions as shall be applicable to the other securities being sold through underwriters under such registration;  provided,
however, that no Selling Holder shall be required to make any representations or warranties to
Tronox or the underwriters (other than representations and warranties regarding such Holder and such Holder's intended method of distribution) or to undertake any indemnification obligations to Tronox
or the underwriters with respect thereto, except as otherwise provided in Section 6.2 hereof. The Selling Holders shall be parties to any such underwriting agreement, and the representations
and warranties by, and the other agreements on the part of, Tronox to and for the benefit of such underwriters shall also be made to and for the benefit of such Selling Holders. 


        Section 4.3.    Blackout Periods for Shelf Registrations.    (a)    At any time when a Shelf
Registration effected pursuant to Article II relating to the Shares is effective, upon written notice from Tronox to the Selling Holders that Tronox determines in the good faith judgment of the
general counsel of Tronox, to be confirmed within 15 days by the Board, that (i) the Selling Holders' sale of the Shares pursuant to the Shelf Registration would require disclosure of
material information that Tronox has a bona fide business purpose for preserving as confidential and the disclosure of which would have a material adverse effect on Tronox or (ii) Tronox is
unable to comply with Commission requirements for continued use or effectiveness of the Shelf Registration (in the case of either clause (i) or (ii), for convenience, referred to as an
"Information Blackout"), the Selling Holders shall suspend sales of Shares pursuant to such Shelf Registration until the earlier of (A) the date
upon which such material information is disclosed to the public or ceases to be material (or Tronox otherwise complies with applicable Commission requirements), (B) 90 days after the
general counsel of Tronox makes such good faith determination (as subsequently confirmed by the Board) unless resuming use of the Shelf Registration is then prohibited by applicable Commission rules
or published interpretations, or (C) such time as Tronox notifies the Selling Holders that sales pursuant to such Shelf Registration may be resumed (the number of days from such suspension of
sales of the Selling Holders until the day when such sales may be resumed hereunder is hereinafter called a "Sales Blackout Period"). 


        (b)   If
there is an Information Blackout and the Selling Holders do not notify Tronox in writing of their desire to cancel such Shelf Registration, the period set forth in
Section 4.1(a)(iii)(x) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. The fact that a Sales Blackout Period is required under this
Section 4.3 or Commission rules shall not relieve the contractual 


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duty
of Tronox as set forth in Section 2.7 to file timely reports and otherwise file material required to be filed under the Exchange Act. 


        Section 4.4.    Listing and Other Requirements.    In connection with the registration of any offering of
Shares pursuant to this Agreement, Tronox agrees to use commercially reasonable efforts to effect the listing of such Shares on any securities exchange on which any shares of any class of Tronox
Common Stock are then listed and otherwise facilitate the public trading of such Shares. Tronox will take all other lawful actions reasonably necessary and customary under the circumstances to
expedite and facilitate the disposition by the Selling Holders of Shares registered pursuant to this Agreement as described in the prospectus relating thereto, including without limitation timely
preparation and delivery of stock certificates in appropriate denominations and furnishing any required instructions or legal opinions to Tronox's transfer agent in connection with Shares sold or
otherwise distributed pursuant to an effective registration statement. 


        Section 4.5.    Holdback Agreements.    (a)    Tronox shall not effect any public sale or
distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period
beginning on the effective date of any registration statement in connection with a Demand Registration (other than a Shelf Registration) or a Piggyback Registration, except pursuant to registrations
on Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree in writing. 


        (b)   If
the Holders notify Tronox in writing that they intend to effect an underwritten sale of Shares registered pursuant to a Shelf Registration pursuant to
Article II hereof, Tronox shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities,
during the seven days prior to and during the 90-day period beginning on the date of the proposed sale, except pursuant to registrations on Form S-8 or any successor
form or unless the underwriters managing any such public offering otherwise agree in writing. 


        (c)   If
Tronox completes an underwritten registration with respect to any of its securities (whether offered for sale by Tronox or any other Person) on a form and in a manner
that would have permitted registration of the Shares, if no Holder requested the inclusion of any Shares in such registration, and if Tronox gives each Holder at least 20 days prior written
notice of the approximate date on which such offering is expected to be commenced, the Holders shall not effect any public sales or distributions of equity securities of Tronox, or any securities
convertible into or exchangeable or exercisable for such securities, until the termination of the holdback period required from Tronox by any underwriters in connection with such previous
registration; provided that the holdback period applicable to the Holders shall (i) in no event be longer than a period of seven days before and
90 days after the effective date of such registration or apply to the Holders more than once in any 12-month period, (ii) not apply to any Distribution under the Master
Separation Agreement, (iii) not apply to any securities of Tronox acquired on the open market, (iv) not apply to any Holder owning less than 10% of Tronox's outstanding voting securities
and (v) not apply unless all directors and officers of Tronox and holders of 10% or more of the Tronox's outstanding voting securities are bound by the same holdback restrictions as are
intended to apply to the Holders. 


ARTICLE
V

PREPARATION; REASONABLE INVESTIGATION 


        Section 5.1.    Preparation; Reasonable Investigation.    In connection with the preparation and filing of each
registration statement registering the Shares under the Securities Act and each sale of the Shares thereunder, Tronox will give the Selling Holders and the underwriters, if any, and their respective
counsel and accountants, access to its financial and other records, pertinent corporate documents and properties of Tronox and such opportunities to discuss the business of Tronox with its officers
and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the 


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Selling
Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. 


ARTICLE
VI

INDEMNIFICATION AND CONTRIBUTION 


        Section 6.1.    Indemnification of Selling Holders.    In the event of any registration of any of the Shares
hereunder, Tronox will enter into customary indemnification arrangements to indemnify and hold harmless each of the Selling Holders, each of their respective directors and officers, each Person (as
defined below) who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter, and each Person, if any, who controls each such Selling
Holder or any such underwriter within the meaning of the Securities Act (collectively, the "Covered Persons") against any losses, claims, damages,
liabilities and expenses, joint or several, to which such Person may be subject under the Securities Act or otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or
proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any related registration statement filed
under the Securities Act, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Tronox will reimburse each such Covered
Person, as incurred, for any legal or any other expenses reasonably incurred by such Covered Person in connection with investigating or defending any such loss, claim, liability, action or proceeding;  provided, however, that Tronox shall not be liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus or final prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Tronox by such
Selling Holder or such underwriter specifically for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any
such Covered Person and shall survive the transfer of such securities by the Selling Holders. In order to provide for just and equitable contribution to joint liability under the Securities Act in any
case in which either (a) any Holder exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 6.1,
but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact that this Section 6.1 provides for indemnification in such case, or (b) contribution under the Securities
Act may be required on the part of any such Selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 6.1, then, and in each such
case, Tronox and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such
Holder is responsible for the portion represented by the percentage that the public offering price of its Shares offered by and sold under the registration statement bears to the public offering price
of all securities offered by and sold under such registration statement, and Tronox and other Selling Holders are responsible for the remaining portion;  provided, however, that, in any such case: (i) no such Holder will be required to contribute any
amount in excess of the net amount of proceeds of all such Shares offered and sold by such Holder pursuant to such registration statement; and (ii) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.
"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity, or any department, agency or political subdivision thereof. 


9







 



        Section 6.2.    Indemnification by the Selling Holders.    Each of the Selling Holders, by virtue of exercising
its respective registration rights hereunder, agrees and undertakes to enter into customary indemnification arrangements to indemnify and hold harmless (in the same manner and to the same extent as
set forth in Section 6.1) Tronox, its directors and officers, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each
underwriter, and each Person, if any, who controls Tronox or any such underwriter within the meaning of the Securities Act, with respect to any statement in or omission from such registration
statement, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, if such statement or omission is contained in written information furnished by such
Selling Holder to Tronox specifically for inclusion in such registration statement or prospectus; provided,  however, that the obligation to indemnify shall
be individual, not joint and several, for each Selling Holder and shall be limited to the net amount of
proceeds received by such Selling Holder from the sale of Shares pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by
or on behalf of Tronox or any such director, officer or Person and shall survive the transfer of the registered securities by the Selling Holders. 


        Section 6.3.    Indemnification Procedures.    Any Person entitled to indemnification hereunder shall
(i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, however, that the failure to give prompt notice shall not impair
any Person's rights to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict
of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without the
indemnifying party's consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to (as a result of a conflict of interest, as determined in the
indemnified party's reasonable judgment), or who elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim. 


ARTICLE
VII

BENEFITS AND TERMINATION OF REGISTRATION RIGHTS. 


        Section 7.1.    Benefits and Termination of Registration Rights.    The Holders may exercise the registration
rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Share and such securities shall
cease to be Shares when: (a) a registration statement with respect to the sale of such Shares shall have become effective under the Securities Act and such Shares shall have been disposed of in
accordance with such registration statement; (b) such Shares shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any successor provision);
(c) such Shares shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Tronox and subsequent public
distribution of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force; (d) such Shares shall have ceased to be
outstanding; or (e) in the case of Shares held by a Permitted Transferee, when such Shares become eligible for sale pursuant to Rule 144(k) under the Securities Act (or any successor
provision). 


10







 


ARTICLE
VIII

REGISTRATION EXPENSES 


        Section 8.1.    Registration Expenses.    As used in this Agreement, the term
"Registration Expenses" means all expenses incident to Tronox's performance of or compliance with the registration requirements set forth in this
Agreement including, without limitation, the following: (a) the fees, disbursements and expenses of Tronox's counsel and accountants in connection with the registration of the Shares to be
disposed of under the Securities Act; (b) all expenses in connection with the preparation, printing and filing of the registration statement, any preliminary prospectus or final prospectus, any
other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to the underwriters and dealers and directly to securityholders in the case of an
Exchange Registration; (c) the cost of printing and producing any agreements among underwriters, underwriting agreements, and blue sky or legal investment memoranda, any selling agreements and
any amendments thereto or other documents in connection with the offering, sale or delivery of the Shares to be disposed of; (d) all expenses in connection with the qualification of the Shares
to be disposed of for offering and sale under state securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification and in connection with
any blue sky and legal investment surveys; (e) the filing fees incident to securing any required review by the New York Stock Exchange and any other securities exchange on which the Common
Stock is then traded or listed of the terms of the sale of the Shares to be disposed of and the trading or listing of all such Shares on each such exchange; (f) the costs of preparing stock
certificates; (g) the costs and charges of Tronox's transfer agent and registrar; and (h) the fees and disbursements of any custodians, solicitation agents, information agents or
exchange agents. Registration Expenses shall not include underwriting discounts and underwriters' commissions attributable to the Shares being registered for sale on behalf of the Selling Holders,
which shall be paid by the Selling Holders. 


ARTICLE
IX

MISCELLANEOUS. 


        Section 9.1.    Termination.    This Agreement may be terminated by Kerr-McGee at any time, in its
sole discretion, prior to the Closing Date, in which case neither party will have any liability of any kind to the other party. 



        Section 9.2.    Counterparts; Entire Agreement.    (a)    This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the
other party. 



	(b)
	This
Agreement contains the entire agreement between the parties with respect to the subject matter hereof, supersedes 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. 




        Section
9.3    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 


11







 



United
States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County. 



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


        Section 9.4.    Assignment.    This Agreement may not be assigned by any party hereto other than by
Kerr-McGee to a Permitted Transferee as provided for in Section 2.5; provided that Kerr-McGee may assign this Agreement
in connection with the sale of all or substantially all of its assets. 



        Section 9.5.    Third Party Beneficiaries.    Except for the indemnification rights under this Agreement,
(a) the provisions of this Agreement are solely for the benefit of the parties hereto and are not intended to confer upon any other any rights or remedies hereunder and (b) there are no
third party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those
existing without reference to this Agreement. 


        Section 9.6.    Notices.    All notices or other communications under this Agreement shall be in writing
(including by telecopy) and shall be deemed to be duly given or made when delivered, or, in the case of telecopy, when received, addressed as follows or to such other address as may be hereafter
notified by the respective party: 



	        To Parent:	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. Smith
	

        To Tronox:	

Tronox Incorporated

123 Robert S. Kerr Avenue

Oklahoma City, Oklahoma 73102

Facsimile: 405-270-3649

Attention: Chief Executive Officer
	

        with a copy to:	

Tronox Incorporated

123 Robert S. Kerr Avenue

Oklahoma City, Oklahoma 73102

Facsimile: 405-270-3649

Attention: General Counsel





        Section 9.7.    Severability.    If any provision of this Agreement or the application thereof to any Person or
circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or 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 


12







 



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 9.8.    Parties in Interest.    This Agreement shall be binding upon and inure solely to the benefit of
each party hereto and their legal representatives and successors, and each affiliate of the parties hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other
Person, other than any Permitted Transferee, any rights or remedies of any nature whatsoever under or by reason of this Agreement. 


        Section 9.9.    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 9.9. 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 9.9 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. 


        Section 9.10.    Failure or Indulgence Not Waiver; Remedies Cumulative.    No failure or delay on the part of
any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein,
nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to,
and not exclusive of, any rights or remedies otherwise available. 


        Section 9.11.    Amendments.    No provisions of this Agreement shall be deemed waived, amended, supplemented
or modified by any party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the party against whom it is sought to enforce such
waiver, amendment, supplement or modification. 


        Section 9.12.    Interpretation.    Words in the singular shall be held to include the plural and vice versa
and words of one gender shall be held to include the other genders as the context requires. The terms "hereof", "herein", and "herewith" and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. Article and Section references are to the Articles and Sections of this 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. 


13








        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date and year first written above. 



	 	 	KERR-McGEE CORPORATION
	

 	
 	

By	

 
	 	 	 	

	 	 	 	Name:
	 	 	 	Title:
	

 	
 	

TRONOX INCORPORATED
	

 	
 	

By	

 
	 	 	 	

	 	 	 	Name:
	 	 	 	Title:




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