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TRONOX INCORPORATED
 DEFINED CONTRIBUTION RESTORATION PLAN




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ARTICLE I.
    
    Purpose
    
    
    1ARTICLE II.
    
    Definitions
    
    
    1ARTICLE III.
    
    Eligibility and Participation
    
    
    3ARTICLE IV.
    
    Provisions for Benefits
    
    
    3ARTICLE V.
    
    Amount of Benefits
    
    
    4ARTICLE VI.
    
    Payment of Benefits
    
    
    4ARTICLE VII.
    
    Administration
    
    
    4ARTICLE VIII.
    
    General Provisions
    
    
    9




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Affiliate.
       Basic Defined Contribution Plan Contributions.




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Beneficiary.
 Board of Directors.
 Change of Control.
     Code.
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Committee.
 Company
 Defined Contribution Plan
 ERISA
 Eligible Employee.
 Key Employee.
 Limits of the Code.
 Participant.
 Plan.
 Restored Defined Contribution Plan Benefits.
 Separation from Service.
 
  
  3




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Restored Defined Contribution Plan Benefits.
 Vesting.
 
 Payment of Restored Defined Contribution Plan Benefits.
 Six-Month Delay.
 
 Administration by Committee.
 Rules of Conduct.
 4




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Legal, Accounting, Clerical and Other Services.
 Records of Administration.
 Expenses.
 Indemnification.
 Liability.
 Claims Review Procedures.
     5




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(1)
    
    Timing of Notice. The notice of denial must be given within 90
days after the claim is received by the Committee. If special
circumstances (such as a hearing) require a longer period, the
claimant will be notified in writing, before the expiration of the
90- day period, of the expected decision date and the reasons for an
extension of time; provided, however, that no extensions will be
permitted beyond 90 days after expiration of the initial 90-day
period.(2)
    
    Content of Notice. The notice will set forth:
 i.
    
    the specific reasons for the denial of the claim;ii.
    
    a reference to specific
provisions of the Plan on which the denial is based;iii.
    
    a description of any additional
material or information necessary to perfect the claim and an
explanation of why such material or information is necessary;
andiv.
    
    an explanation of the procedure
for review of the denied or partially denied claim, including
the claimants right to bring a civil action under ERISA
section 502(a) following an adverse benefit determination on
review.
  (1)
    
    Scope of Review. The review takes into
account all comments, documents, records, and other information
submitted by the claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial
benefit determination.(2)
    
    Timing of Request for Review. A request for
review of a claim must be submitted within 60 days of receipt by the
claimant of written notice of the denial of the claim (or, if the
claimant has not received a response to the initial claim, within 150
days of the filing of the initial claim). If the claimant fails to file
a request for review within 60 days of the denial notification, the
claim is deemed abandoned and the claimant precluded from reasserting
it.(3)
    
    Contents of Request for Review. If the claimant
files a request for review, his request must include a description of
the issues and evidence he deems relevant. Failure to raise issues or
present
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evidence on review will preclude those issues or evidence from being
presented in any subsequent proceeding or judicial review of the
claim.
  (1)
    
    Timing of Denial Notice. The Committee must
render its decision on the review of the claim no more than 60 days
after the Committees receipt of the request for review, except that
this period may be extended for an additional 60 days if the Committee
determines that special circumstances (such as a hearing) require such
extension. If an extension of time is required, written notice of the
expected decision date and the reasons for the extension will be
furnished to the claimant before the end of the initial 60-day period.(2)
    
    Contents of Denial. If the Committee issues a
negative decision, it provides a prompt written decision setting forth:
 i.
    
    the specific reason or reasons for the adverse determination;ii.
    
    a reference to specific Plan
provisions on which the adverse determination was made;iii.
    
    a statement that the claimant is
entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records,
and other information relevant to the claimants claim for
benefits; andiv.
    
    a statement describing any
voluntary appeal procedures offered by the plan and the
claimants right to obtain the information about such
procedures and a statement of the claimants right to bring an
action under ERISA section 502(a).
 (3)
    
    Authority of Committee. To the extent of its
responsibility to review the denial of benefit claims, the Committee
has full authority to interpret and apply in its discretion the
provisions of the Plan. The decision of the Committee is final and
binding upon any and all claimants and any person making a claim
through or under them.
  7




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Finality of Determinations; Exhaustion of Remedies.
 Effect of Committee Action.
 Effect of Mistake.
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Plan Amendment, Suspension and/or Termination.
  Plan Not an Employment Contract.
 Non-alienation of Benefits.
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Special Payment Situations.
    Spinoffs.
 Duty to Provide Data.
  10




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Tax Consequences Not Guaranteed.
 Tax Withholding.
 Incompetency.
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Severability.
 Governing Law.
  TRONOX INCORPORATEDBy:
    /s/ Mary MikkelsonMARY MIKKELSONSenior Vice President and CFO, Chairman of the Benefits Committee  /s/ Roger G. Addison

ROGER G. ADDISONVice President, General Counseland Secretary
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