TRANSITION SERVICES AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(e)                                   Disputes arising under this Agreement and not resolved by the Steering Committee within seven days under clause (i) of Section 7(d) shall be submitted in writing to an appropriate executive officer of each party.  The executive officers shall attempt to resolve any dispute submitted to them for resolution in accordance with this Section 7(e) through consultation and negotiation, within 30 days after such submittal