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TRONOX INCORPORATED
 DEFINED BENEFIT RESTORATION PLAN




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ARTICLE I. Purpose
    
    
    1ARTICLE II. Definitions
    
    
    1ARTICLE III. Eligibility and Participation
    
    
    4ARTICLE IV. Provisions for Benefits
    
    
    4ARTICLE V. Amount of Benefits
    
    
    4ARTICLE VI. Payment of Benefits
    
    
    5ARTICLE VII. Administration
    
    
    6ARTICLE VIII. General Provisions
    
    
    10




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Affiliate
       Basic Defined Benefit Plan Benefit




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Beneficiary
 Board of Directors
 Change of Control
     2




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Code
 Committee
 Company
 Defined Benefit Plan
 ERISA
 Eligible Employee
 Grandfathered Amounts
 Key Employee
 Limits of the Code
 Participant
 Plan
 Restored Defined Benefit Plan Benefit
 Separation from Service
 Senior Executive Group
 Senior Executive Group Member
 3




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Restored Defined Benefit Plan Benefits
 Restored Benefits
 Payment to Beneficiary
 Supplement to the Plan
 4




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Vesting
 
 Payment of Grandfathered Amounts
 Payment of Benefits Subiect to Code Section 409A
 Six-Month Delay
 5




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Administration by Committee
 Rules of Conduct
 Legal, Accounting, Clerical and Other Services
 Records of Administration
 _Expenses
 Indemnification
 Liability
 Claims Review Procedures
  6




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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.
  7




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(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 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
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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.
   Finality of Determinations; Exhaustion of Remedies
 Effect of Committee Action
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Effect of Mistake
 
 Plan Amendment, Suspension and/or Termination
   No Material Modification
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Plan Not an Employment Contract
 Non-alienation of Benefits
 Provisions in the Event of a Change of Control
 Special Payment Situations
  11




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Spinoffs
 Duty to Provide Data
   12




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Tax Consequences Not Guaranteed
 Tax Withholding
 Incompetency
 Severability
 Governing Law
 13




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TRONOX INCORPORATEDBy:
    
    /s/ Mary MikkelsonMARY MIKKELSONSenior Vice President and CFO,Chairman of the Benefits Committee
 Attest:/s/ Roger G. AddisonROGER G. ADDISONVice President, General Counseland Secretary
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(A)
    
    Applicability of First Supplement
 (1)
    
    This First Supplement to the Tronox Incorporated Defined Benefit Restoration
Plan (the First Supplement) forms a part of the Tronox Incorporated Defined Benefit
Restoration Plan as in effect on and after March 30, 2006 (Plan). The provisions of this
First Supplement shall apply only to those Participants in the Plan who were Participants
in the Kemira, Inc. Supplemental Executive Retirement Plan (Kemira Plan) as of December
31, 2000 (Former Kemira Participants) who became Participants in the Plan effective March
30, 2006 (hereinafter referred to as First Supplement Participants).(2)
    
    There shall be no duplication of benefits provided under the Plan and this
First Supplement, and the actuarially equivalent benefits payable under one shall be
inclusive of the actuarially equivalent benefits payable under the other unless
specifically provided otherwise in the provisions of the Plan or this First Supplement.(3)
    
    All terms used in this First Supplement shall have the meanings assigned to
them in the provisions of the Plan, unless a different meaning is plainly required by the
context.
 (B)
    
    Benefits Applicable to First Supplement Participants
 (1)
    
    The term Defined Benefit Plan as applicable for a First Supplement
Participant means the Tronox Incorporated Retirement Plan or its successor plan or, prior
to January 1, 2001, the Kemira Pigments, Inc. Employees Retirement Plan.(2)
    
    The Restored Defined Benefit Plan Benefit under the Plan applicable to a
First Supplement Participant shall be the amount by which the benefit payable to a
Participant from the Defined Benefit Plan is limited by (a) the exclusion of bonuses from
the definition of compensation counted for benefits under the Kemira Pigments, Inc.
Employees Retirement Plan and (b) benefit and compensation limitations under the Code and
any subsequent modifications thereto.




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(3)
    
    The Restored Defined Benefit Plan Benefit under the Plan accrued by a First
Supplement Participant on or before December 31, 2000, will be paid in a single lump sum
regardless of the form of payment of the benefit under the Defined Benefit Plan. The amount
of such lump sum will be determined as the actuarial equivalent of such Restored Defined
Benefit Plan Benefit. Such actuarial equivalency will be determined in the same manner as
and on the same basis as the actuarial assumptions provided in the Defined Benefit Plan.
The provisions of Sections 6.1 and 6.2 of the Plan are not applicable to the accrued
Restored Defined Benefit Plan Benefit of a First Supplement Participant as of December 31,
2000 (hereinafter referred to as the Kemira Plan Restored Benefit).(4)
    
    That portion, if any, of the Restored Defined Benefit Plan Benefit under the
Plan payable to a First Supplement Participant that is in excess of the Participants
Kemira Plan Restored Benefit will be payable in accordance with Section 6.1 of the Plan.(5)
    
    The Restored Defined Benefit Plan Benefit for Risto Ojala will be determined
as if he were a participant in the Kemira Pigments, Inc. Employees Retirement Plan and
accrued a vested retirement benefit under the plan for his period of service with Kemira
Pigments, Inc.
 (C)
    
    Right to Amend or Terminate First Supplement
  2