TRONOX INCORPORATED and UMB BANK, N.A., as Rights Agent FORM OF RIGHTS AGREEMENT Dated as of , 2005Rights Agreement • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • Delaware
Form of Rights Agreement, dated as of , 2005, between Tronox Incorporated, a Delaware corporation (the "Company"), and UMB Bank, N.A., as rights agent (the "Rights Agent").
QuickLinks -- Click here to rapidly navigate through this documentTax Sharing Agreement • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
FORM OF TAX SHARING AGREEMENT, dated as of (the "Agreement"), between Kerr-McGee Corporation, a Delaware corporation ("Distributing") and Tronox Incorporated ("Tronox"), a Delaware corporation. To the extent not defined herein, all defined terms shall have the same meaning as in the Master Separation Agreement (as hereinafter defined).
FORM OF MASTER SEPARATION AGREEMENT (this "Agreement"), dated as of , 2005 (the "Effective Date"), among Kerr-McGee Corporation, a Delaware corporation ("Parent"), Kerr-McGee Worldwide Corporation, a Delaware corporation ("Worldwide"), and Tronox...Master Separation Agreement • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
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 o
INTRODUCTIONTransition Services Agreement • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
QuickLinks -- Click here to rapidly navigate through this documentRegistration Rights Agreement • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
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").
FORM OF CONTINUITY AGREEMENT FOR KEY EMPLOYEESContinuity Agreement for Key Employees • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • Delaware
This Agreement (the "Agreement") is dated as of , 2005 by and between Tronox Incorporated, a Delaware corporation (the "Company"), and (the "Executive").
FORM OF EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN KERR-McGEE CORPORATION AND TRONOX INCORPORATED DATED AS OF , 2005Employee Benefits Agreement • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals • New York
This EMPLOYEE BENEFITS AGREEMENT, dated as of , 2005, is by and between Kerr-McGee and Tronox. Capitalized terms used in this Agreement (other than the formal names of Kerr-McGee Plans and related trusts of Kerr-McGee) and not otherwise defined shall have the respective meanings assigned to them in Article 1 of this Agreement or as assigned to them in the Principal Agreement.
FORM OF CONTINUITY AGREEMENT FOR OFFICERSTronox Inc • October 24th, 2005 • Industrial inorganic chemicals • Delaware
This Agreement (the "Agreement") is dated as of , 2005 by and between Tronox Incorporated, a Delaware corporation (the "Company"), and (the "Executive").
QuickLinks -- Click here to rapidly navigate through this documentTransitional License Agreement • October 24th, 2005 • Tronox Inc • Industrial inorganic chemicals
TRANSITIONAL LICENSE AGREEMENT, dated as of , 2005 (this "License"), among Kerr-McGee Worldwide Corporation, a Delaware corporation (the "Licensor") and Tronox Incorporated, a Delaware corporation (the "Company").
