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EXHIBIT 4.3    
    


TRONOX
INCORPORATED 


and



UMB
BANK, N.A.,

as Rights Agent 


FORM
OF RIGHTS AGREEMENT 


Dated
as of                        , 2005 








 
 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	Section 1.	 	Definitions	 	1
	Section 2.	 	Appointment of Rights Agent	 	3
	Section 3.	 	Issue of Right Certificates	 	4
	Section 4.	 	Form of Right Certificates	 	5
	Section 5.	 	Countersignature and Registration	 	6
	Section 6.	 	Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates	 	6
	Section 7.	 	Exercise of Rights; Purchase Price; Expiration Date of Rights	 	7
	Section 8.	 	Cancellation and Destruction of Right Certificates	 	8
	Section 9.	 	Availability of Preferred Shares	 	8
	Section 10.	 	Preferred Shares Record Date	 	8
	Section 11.	 	Adjustment of Purchase Price, Number of Shares or Number of Rights	 	8
	Section 12.	 	Certificate of Adjusted Purchase Price or Number of Shares	 	14
	Section 13.	 	Consolidation, Merger or Sale or Transfer of Assets or Earning Power	 	14
	Section 14.	 	Fractional Rights and Fractional Shares	 	15
	Section 15.	 	Rights of Action	 	16
	Section 16.	 	Agreement of Right Holders	 	16
	Section 17.	 	Right Certificate Holder Not Deemed a Stockholder	 	16
	Section 18.	 	Concerning the Rights Agent	 	16
	Section 19.	 	Merger or Consolidation or Change of Name of Rights Agent	 	17
	Section 20.	 	Duties of Rights Agent	 	17
	Section 21.	 	Change of Rights Agent	 	19
	Section 22.	 	Issuance of New Right Certificates	 	19
	Section 23.	 	Redemption	 	19
	Section 24.	 	Exchange	 	20
	Section 25.	 	Notice of Certain Events	 	21
	Section 26.	 	Notices	 	22
	Section 27.	 	Supplements and Amendments	 	22
	Section 28.	 	Successors	 	23
	Section 29.	 	Benefits of this Agreement	 	23
	Section 30.	 	Severability	 	23
	Section 31.	 	Governing Law	 	23
	Section 32.	 	Counterparts	 	23
	Section 33.	 	Descriptive Headings	 	23




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TRONOX INCORPORATED
  
    and
  
    UMB BANK, N.A.,
  as Rights Agent
  
    FORM OF RIGHTS AGREEMENT
  
    Dated as of , 2005    
    



        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"). 


        The
Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a "Class A
Right") for each Class A Common Share (as hereinafter defined) of the Company outstanding
on                        , 2005 (the "Record
Date") and a dividend of one preferred share purchase right (a "Class B Right") for each Class B Common Share (as
hereinafter defined) of the Company outstanding on the Record Date (the Class A Rights and Class B Rights together, the "Rights"), each
Right representing the right to purchase one one-hundredth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Class A Right with respect to each Class A Common Share and one Class B Right with respect to each Class B Common Share that
shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined). 


        Accordingly,
in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 


        Section 1.
Definitions. For purposes of this Agreement, the following terms have the meanings indicated: 



        (a)   "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall
be the Beneficial Owner of (i) 15% or more of the Class A Common Shares then outstanding, (ii) 15% or more of the Class B Common Shares then outstanding, or
(iii) any combination of Class A Common Shares and Class B Common Shares representing 15% or more of the Common Shares then outstanding, but shall not include (i) the
Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company, (iv) any entity holding Common Shares for or pursuant
to the terms of any such plan, or (v) Kerr-McGee, or any Affiliate of Kerr-McGee. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the
result of an acquisition of Common Shares by the Company which, by reducing the number of Common Shares outstanding, increases the proportionate number of Common Shares beneficially owned by such
Person to (i) 15% or more of the Class A Common Shares then outstanding, (ii) 15% or more of the Class B Common Shares then outstanding, or (iii) 15% or more of the
Common Shares then outstanding; provided, however, that, if a Person shall become the Beneficial Owner
of (i) 15% or more of the Class A Common Shares then outstanding, (ii) 15% or more of the Class B Common Shares then outstanding, or (iii) any combination of
Class A Common Shares and Class B Common Shares representing 15% or more of the Common Shares then outstanding by reason of share purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any additional Common Shares, then such Person shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. 



        (b)   "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act as in effect on the date of this Agreement. 







 



        (c)   "Associate" shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act as in effect on the date of this Agreement. 



        (d)   A
Person shall be deemed the "Beneficial Owner" of and shall be deemed to "Beneficially
Own" any securities: 



        (i)    which
such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly; 


        (ii)   which
such Person or any of such Person's Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public
offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options, or otherwise;  provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own,
securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase
or exchange; or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided,  however, that a Person shall not be deemed
the Beneficial Owner of, or to beneficially own, any security if the agreement, arrangement or understanding
to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations promulgated under the Exchange Act and (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor
report); or 


        (iii)  which
are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement,
arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of
acquiring, holding, voting (except to the extent contemplated by the proviso to Section 1(d)(ii)(B) hereof) or disposing of any securities of the Company. 




        Notwithstanding
anything in this definition of Beneficial Ownership to the contrary, the phrase "then outstanding," when used with
reference to a Person's Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to own beneficially hereunder. 



        (e)   "Business Day" shall mean a day other than a Saturday, a Sunday or a day on which banking institutions located in the
City of New York or the principal office of the Rights Agent are closed. 


        (f)    "Close of Business" on any given date shall mean 5:00 P.M., New York City time, on such date;  provided, however, that,
 if such date is not a Business Day, it shall mean 5:00 P.M., New York
City time, on the next succeeding Business Day. 


        (g)   "Class A Common Shares" shall mean the shares of Class A Common Stock, par value $0.01 per share, of the
Company. 


        (h)   "Class A Right Certificate" shall have the meaning set forth in Section 3(a) hereof. 


        (i)    "Class B Common Shares" shall mean the shares of Class B Common Stock, par value $0.01 per share, of the
Company. 


        (j)    "Class B Right Certificate" shall have the meaning set forth in Section 3(a) hereof. 


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        (k)   "Common Shares" when used in reference to the Company shall mean the Class A Common Shares and Class B
Common Shares. "Common Shares" when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or,
if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person. 


        (l)    "Distribution Date" shall have the meaning set forth in Section 3(a) hereof. 


        (m)  "Exchange Act" shall mean the Securities Exchange Act of 1934. 


        (n)   "Exchange Ratio" shall have the meaning set forth in Section 24(a) hereof. 



        (o)   "Final Expiration Date" shall have the meaning set forth in Section 7(a) hereof. 


        (p)   "Kerr-McGee" shall mean Kerr-McGee Corporation, a Delaware corporation, and its consolidated
Subsidiaries and Affiliates, as applicable. 


        (q)   "New York Stock Exchange" shall mean the New York Stock Exchange, Inc. 



        (r)   "Person" shall mean any individual, firm, corporation, limited liability company, partnership, joint venture, bank, trust
or other entity, and shall include any successor (by merger or otherwise) of such entity. 


        (s)   "Preferred Shares" shall mean shares of Series A Junior Participating Preferred Stock, par value $0.01 per share,
of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Annex A. 



        (t)    "Purchase Price" shall have the meaning set forth in Section 4 hereof. 


        (u)   "Record Date" shall have the meaning set forth in the second paragraph hereof. 


        (v)   "Redemption Date" shall have the meaning set forth in Section 7(a) hereof. 


        (w)  "Redemption Price" shall have the meaning set forth in Section 23(a) hereof. 



        (x)   "Right" shall have the meaning set forth in the second paragraph hereof. 


        (y)   "Right Certificate" shall have the meaning set forth in Section 3(a) hereof. 


        (z)   "Security" shall have the meaning set forth in Section 11(d)(i) hereof. 


        (aa) "Shares Acquisition Date" shall mean the first date of public announcement (which, for purposes of this definition,
shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such. 


        (bb) "Subsidiary" of any Person shall mean any corporation or other entity of which a majority of the voting power of the
voting equity securities or equity interest is owned, directly or indirectly, by such Person. 


        (cc) "Trading Day" shall have the meaning set forth in Section 11(d) hereof. 



        Section 2.  Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company and the
holders of the Rights (who, in accordance with Section 3 hereof, shall, prior to the Distribution Date, also be the holders of the Common Shares) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable. 


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        Section 3.  Issue of Right Certificates. 


        (a)   Until
the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action
of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of a tender or exchange offer
the consummation of which would result in any Person becoming the Beneficial Owner of (A) 15% or more of the then outstanding Class A Common Shares, (B) 15% or more of the then
outstanding Class B Common Shares, or (C) any combination of Class A Common Shares and Class B Common Shares representing 15% or more of the then outstanding Common Shares
(including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common
Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right
to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. As soon as practicable after the Rights Agent receives notice of a Distribution
Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured,
postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Class A
Right Certificate, in substantially the form of Annex B hereto (a "Class A Right Certificate"),
evidencing one Class A Right for each Class A Common Share so held, and a Class B Right Certificate, in substantially the form of Annex
C hereto (a "Class B Right Certificate," together with the Class A Right Certificate, the
"Right Certificates"), evidencing one Class B Right for each Class B Common Share so held. As of the Distribution Date, the Rights will be
evidenced solely by such Right Certificates. 


        Certificates
for Class A Common Shares which become outstanding (including, without limitation, reacquired Class A Common Shares referred to in the last sentence of this
paragraph (c)) on or after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on
or otherwise affixed to them the following legend: 




This
certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Tronox Incorporated and UMB Bank, N.A., as Rights Agent, dated as of
                        , 2005, as it may be amended from time to time (the "Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of Tronox Incorporated Under certain circumstances, as set forth in the Agreement, such Class A Rights (as defined in the Agreement) will be evidenced by separate certificates
and will no longer be evidenced by this certificate. Tronox Incorporated will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor.
As set forth in the Agreement, Class A Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. 




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        Certificates
for Class B Common Shares which become outstanding (including, without limitation, reacquired Class B Common Shares referred to in the last sentence of this
paragraph (c)) on or after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on
or otherwise affixed to them the following legend: 




This
certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Tronox Incorporated and UMB Bank, N.A., as Rights Agent, dated as of
                        , 2005, as it may be amended from time to time (the "Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of Tronox Incorporated Under certain circumstances, as set forth in the Agreement, such Class B Rights (as defined in the Agreement) will be evidenced by separate certificates
and will no longer be evidenced by this certificate. Tronox Incorporated will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor.
As set forth in the Agreement, Class B Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. 





        With
respect to such certificates containing the foregoing legends, until the Distribution Date, the Rights associated with the Common Shares of the Company represented by such
certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of
the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated
with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer
outstanding. 


        Section 4.
Form of Right Certificates. The Right Certificates (and the forms of election to purchase Preferred Shares and of
assignment to be printed on the reverse thereof) shall be substantially the same as Annex B and Annex C
hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any
stock exchange or the National Association of Securities Dealers, Inc., or to conform to usage. Subject to the provisions of Section 22 hereof, the Right Certificates shall entitle the
holders thereof to purchase such number of one one-hundredths of a Preferred Share as shall be set forth therein at the price per one one-hundredth of a Preferred Share set
forth therein (the "Purchase Price"), but the number of such one one-hundredths of a Preferred Share and the Purchase Price shall be subject
to adjustment as provided herein. 


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        Section 5.
Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of
the Board, its Chief Executive Officer, its President, any of its Vice Presidents or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a
facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by
the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of
the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and
delivered by the Company with the same force and effect as though the individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be
signed on behalf of the Company by any individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although
at the date of the execution of this Agreement any such individual was not such an officer. 


        Following
the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for such purposes, books or electronic records for registration and transfer of
the Right Certificates issued hereunder. Such books or electronic records shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its
face by each of the Right Certificates and the date of each of the Right Certificates. 


        Section 6.  Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates. Subject to the provisions of Section 14 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business
on the earlier of the Redemption Date or the Final Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become null and void
pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Right Certificate
or Right Certificates entitling the registered holder to purchase a like number of one one-hundredths of a Preferred Share as the Right Certificate or Right Certificates surrendered then
entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate or Right Certificates shall make such request in writing delivered to
the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such purpose.
Thereupon the Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. Neither the Rights Agent nor the
Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have duly and properly completed and
signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request. Thereupon the Rights Agent shall, subject to Sections 7(e), 14 and 24 hereof,
countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. 


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        Upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company's request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for
countersignature and delivery to the registered holder in lieu of the Right Certificate so lost, stolen, destroyed or mutilated. 


        Section 7.
Exercise of Rights; Purchase Price; Expiration Date of Rights. 


        (a)   The
registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein), in whole or in part, at any time after
the Distribution Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest
of (i) the Close of Business on                        (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided
in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24
hereof. 


        (b)   The
Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $                  
            , and shall be subject to adjustment from time to time as provided in Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in
accordance
with paragraph (c) below. 


        (c)   Upon
receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price or
the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof by certified check,
cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares certificates
for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) requisition from the depositary
agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by
such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request;
(ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 14 hereof; (iii) promptly
after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as
may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. 


        (d)   In
case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights Agent to registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of
Section 14 hereof. 


        (e)   Notwithstanding
anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a
registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall, in addition to having complied with the requirements of
Section 7(a), have (i) duly and properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate
surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company
or Rights Agent shall reasonably request. 


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        Section 8.  Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to
the Rights Agent, shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall
deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the
exercise thereof. The Rights Agent shall deliver all cancelled Right Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Right Certificates, and, in
such case, shall deliver a certificate of destruction thereof to the Company. 


        Section 9.
Availability of Preferred Shares. The Company covenants and agrees that it will cause to be reserved and kept available
out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all
outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon
exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and
nonassessable shares. 


        The
Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or
delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any
transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the
registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any
Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's
reasonable satisfaction that no such tax is due. 


        Section 10.
Preferred Shares Record Date. Each Person in whose name any certificate for Preferred Shares is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which the
Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided,  however, that, if the date of such surrender and payment is a date upon which the Preferred Shares transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares transfer books of the Company
are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares for which the Rights shall be
exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided herein. 


        Section 11.
Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of Preferred Shares
covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. 


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        (a)   (i) in
the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Shares payable in Preferred Shares,
(B) subdivide the outstanding Preferred Shares, (C) combine the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issue any shares of its capital stock
in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except
as otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be
entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Shares transfer
books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification;  provided,
however, that in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. 



             (ii) Subject
to Section 24 hereof, in the event any Person becomes an Acquiring Person, each holder of a Class A Right and each holder of
a Class B Right, respectively, shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu (in both cases) of Preferred Shares, such number of
Class A Common Shares and Class B Common Shares, respectively, as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of such class of Common
Shares (determined pursuant to Section 11(d) hereof) for which a Right is exercisable on the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person
and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. 


        From
and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person)
shall be null and void without further action, and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be
issued pursuant to Section 3 hereof that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or any Associate or
Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void without further action pursuant to the
preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an
Acquiring Person whose Rights would be null and void without further action pursuant to the preceding sentence shall be cancelled by the Rights Agent upon written direction of the Company. 



             (iii) In
the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in
full of the Rights in accordance with subparagraph (ii) above, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the
Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for
each Class A Common Share or Class B Common Share that would otherwise be issuable upon exercise of a Right, a number of Preferred Shares or fraction thereof such that the current per
share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Class A Common Share or Class B Common Share,
respectively, as of the date of issuance of such Preferred Shares or fraction thereof. 


9







 



        (b)   In
case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Shares entitling them (for a period expiring
within 45 calendar days after such record date) to subscribe for or purchase Preferred Shares (or shares having the same rights, privileges and preferences as the Preferred Shares
("equivalent preferred shares")) or securities convertible into Preferred Shares or equivalent preferred shares at a price per Preferred Share or
equivalent preferred share (or having a conversion price per share, if a security convertible into Preferred Shares or equivalent preferred shares) less than the then current per share market price of
the Preferred Shares (as defined in Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which shall be the number of Preferred Shares outstanding on such record date plus the number of Preferred Shares which the
aggregate offering price of the total number of Preferred Shares and/or equivalent preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to
be offered) would purchase at such current market price and the denominator of which shall be the number of Preferred Shares outstanding on such record date plus the number of additional Preferred
Shares and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible);  provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which
shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent and shall be binding on the Rights Agent and holders of the Rights. Preferred Shares owned by or held for the account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed; and, in the event that such rights, options or warrants are not so issued, the
Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed. 


        (c)   In
case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Shares (including any such distribution made in connection
with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend
payable in Preferred Shares) or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then-current per share market price of the
Preferred Shares on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent and holders of the Rights) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or
warrants applicable to one Preferred Share and the denominator of which shall be such then-current per share market price of the Preferred Shares on such record date;  provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is
fixed; and, in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been
fixed. 


10







 



        (d)   (i) For
the purpose of any computation hereunder, the "current per share market price" of any security (a
"Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the 30 consecutive Trading Days
immediately prior to such date; provided, however, that, in the event that the current per share market
price of the Security is determined during a period following the announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such
Security or Securities convertible into such shares, or (B) any subdivision, combination or reclassification of such Security and prior to the expiration of 30 Trading Days after the
ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market
price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, reported at
or prior to 4:00 P.M. Eastern time or, in case no such sale takes place on such day, the average of the bid and asked prices, regular way, reported as of 4:00 P.M. Eastern time, in
either case, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not
listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national
securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted price reported
at or prior to 4:00 P.M. Eastern time or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported as of
4:00 P.M. Eastern time by the New York Stock Exchange or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. The term "Trading
Day" shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business, or, if
the Security is not listed or admitted to trading on any national securities exchange, a Business Day. 



             (ii) For
the purpose of any computation hereunder, the "current per share market price" of the
Preferred Shares shall be determined in accordance with the method set forth in Section 11(d)(i). If the Preferred Shares are not publicly traded, the "current per share market price" of the
Preferred Shares shall be conclusively deemed to be the current per share market price of the Class A Common Shares as determined pursuant to Section 11(d)(i) hereof
(appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof), multiplied by one hundred. If neither the Common Shares nor the Preferred
Shares are publicly held or so listed or traded, "current per share market price" shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent. 


        (e)   No
adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price;  provided, however, that any adjustments which by reason of this Section 11(e) are not required to
be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one
one-millionth of a Preferred Share or one ten-thousandth of any other share or security as the case may be. Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which requires such adjustment or (ii) the date
of the expiration of the right to exercise any Rights. 


11







 



        (f)    If,
as a result of an adjustment made pursuant to Section 11(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares
of capital stock of the Company other than Preferred Shares, thereafter the number of such other shares so receivable upon exercise of any Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Shares contained in Section 11(a) through (c) hereof, inclusive, and the
provisions of Sections 7, 9, 10 and 13 hereof with respect to the Preferred Shares shall apply on like terms to any such other shares. 


        (g)   All
Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted
Purchase Price, the number of one one-hundredths of a Preferred Share purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided
herein. 


        (h)   Unless
the Company shall have exercised its election as provided in Section 11(i) hereof, upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c) hereof, each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of one one-hundredths of a Preferred Share (calculated to the nearest one one-millionth of a Preferred Share) obtained by (A) multiplying
(x) the number of one one-hundredths of a share covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (B) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price. 


        (i)    The
Company may elect, on or after the date of any adjustment of the Purchase Price, to adjust the number of Rights in substitution for any adjustment in the number of
one one-hundredths of a Preferred Share purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the
number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number
of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights,
indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender
thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be
issued, executed and countersigned in the manner provided for herein, and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public
announcement. 


        (j)    Irrespective
of any adjustment or change in the Purchase Price or in the number of one one-hundredths of a Preferred Share issuable upon the exercise of the
Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number of one one-hundredths of a Preferred Share which were expressed
in the initial Right Certificates issued hereunder. 


12







 



        (k)   Before
taking any action that would cause an adjustment reducing the Purchase Price below one one-hundredth of the then par value, if any, of the Preferred
Shares issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue
fully paid and nonassessable Preferred Shares at such adjusted Purchase Price. 


        (l)    In
any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event the issuing to the holder of any Right exercised after such record date of the Preferred Shares and other capital stock or securities of
the Company, if any, issuable upon such exercise over and above the Preferred Shares and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the
Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to
such holder a due bill or other appropriate instrument evidencing such holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. 


        (m)  Anything
in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the extent that it, in its sole discretion, shall determine to be advisable in order that any consolidation or subdivision of the
Preferred Shares, issuance wholly for cash of any Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities which by their terms are
convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights, options or warrants referred to in Section 11(b) hereof,
hereafter made by the Company to holders of the Preferred Shares shall not be taxable to such stockholders. 


        (n)   In
the event that, at any time after the date of this Agreement and prior to the Distribution Date, the Company shall (i) declare or pay any dividend on the
Common Shares payable in Common Shares, or (ii) effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common
Shares) into a greater or lesser number of Common Shares, then, in any such case, (A) the number of one one-hundredths of a Preferred Share purchasable after such event upon proper
exercise of each Right shall be determined by multiplying the number of one one-hundredths of a Preferred Share so purchasable immediately prior to such event by a fraction, the numerator
of which is the number of Common Shares outstanding immediately before such event and the denominator of which is the number of Common Shares outstanding immediately after such event, and
(B) each Common Share outstanding immediately after such event shall have issued with respect to it that number of Rights which each Common Share outstanding immediately prior to such event had
issued with respect to it. The adjustments provided for in this Section 11(n) shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or
consolidation is effected. 


13







 



        Section 12.
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made or any event affecting the
Rights or their exercisability (including, without limitation, an event which causes Rights to become null and void) occurs as provided in Section 11 or 13 hereof, the Company shall promptly
(a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment or describing such event, (b) file with the Rights Agent and
with each transfer agent for the Common Shares or the Preferred Shares and the Securities and Exchange Commission a copy of such certificate and (c) if such adjustment occurs at any time after
the Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof. Notwithstanding the foregoing sentence, the failure of the
Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to and shall not be deemed to have knowledge of such
adjustment or event unless and until it shall have received such certificate. 


        Section 13.
Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event, directly or indirectly, at any time
after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person, (b) any Person shall consolidate with the Company, or
merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed
into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken
as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each holder of a
Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one
one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of
such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the
number of one one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Common
Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common
Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement;
(iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient
number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as
nearly as reasonably may be, in relation to the Common Shares of the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger,
sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any
transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements
which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales or other transfers. 


14







 



        Section 14.
Fractional Rights and Fractional Shares. 



        (a)   The
Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights,
there shall be paid to the registered holders of the Class A Right Certificates or the Class B Rights Certificates with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the current market value of a whole Class A Right or Class B Right, as the case may be. For the purposes of this
Section 14(a), the current market value of a whole Class A or Class B Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which
such fractional Class A or Class B Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked prices, regular way, in either case, as reported in the principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the Class A or Class B Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the
Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the New York Stock Exchange or such other system then in use or, if on any such date the Rights are not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such
market maker is making a market in the Rights, the fair value of the Class A or Class B Rights on such date as determined in good faith by the Board of Directors of the Company shall be
used. 


        (b)   The
Company shall not be required to issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a
Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions which are integral multiples of one
one-hundredth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be
evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such
agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares
represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, the Company shall pay to the
registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Share. For
the purposes of this Section 14(b), the current market value of a Preferred Share shall be the closing price of a Preferred Share (as determined pursuant to the second sentence of
Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. 


        (c)   The
holder of a Right, by the acceptance of the Right, expressly waives such holder's right to receive any fractional Rights or any fractional shares upon exercise of a
Right (except as provided above). 


15







 



        Section 15.  Rights of Action. All rights of action in respect of this Agreement, excepting the rights of action given to the Rights
Agent hereunder and are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares); and any registered
holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Shares), may, in such holder's own behalf and for such holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company
to enforce, or otherwise act in respect of, such holder's right to exercise the Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement.
Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach by
the Company of this Agreement, and will be entitled to specific performance of the obligations by the Company under, and injunctive relief against actual or threatened violations of the obligations of
any Person subject to, this Agreement. 


        Section 16.
Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and
the Rights Agent and with every other holder of a Right that: 


        (a)   prior
to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares; 


        (b)   after
the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent
designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and 


        (c)   the
Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares
certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common
Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary. 


        Section 17.
Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to
vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof. 


        Section 18.
Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services
rendered by it hereunder, and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense incurred
without negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this
Agreement, including the costs and expenses of defending against any claim of liability in the premises. 


16







 



        The
Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this
Agreement in reliance upon any Right Certificate or certificate for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper person or persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. 



        Section 19.  Merger or Consolidation or Change of Name of Rights Agent. Any Person into which the Rights Agent or any successor
Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or
any Person succeeding to the stock transfer or business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties hereto; provided, that such Person would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right
Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so
countersigned; and, in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the
predecessor Rights Agent or in the name of the successor Rights Agent; and, in all such cases, such Right Certificates shall have the full force provided in the Right Certificates and in this
Agreement. 


        In
case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may
adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and, in case at that time any of the Right Certificates shall not have been countersigned, the Rights
Agent may countersign such Right Certificates either in its prior name or in its changed name; and, in all such cases, such Right Certificates shall have the full force provided in the Right
Certificates and in this Agreement. 


        Section 20.
Duties of Rights Agent. The Rights Agent undertakes to perform only the duties and obligations expressly imposed by
this Agreement (and no implied duties or obligations) upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be
bound: 


        (a)   The
Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and
protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. 


        (b)   Whenever
in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by
the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a certificate signed by any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer or the Secretary of the Company and
delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate. 


        (c)   The
Rights Agent shall be liable hereunder to the Company and any other Person only for its own negligence, bad faith or willful misconduct. 


17







 



        (d)   The
Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Right Certificates (except its
countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. 



        (e)   The
Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof
by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming void
pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights (including the manner, method or amount thereof) provided for in Section 3, 11, 13, 23 or 24
hereof, or the ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after receipt by
the Rights Agent of a certificate furnished pursuant to Section 12 describing such change or adjustment, upon which the Rights Agent may rely); nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or reservation of any Preferred Shares to be issued pursuant to this Agreement or any Right Certificate or as to whether any Preferred
Shares will, when issued, be validly authorized and issued, fully paid and nonassessable. 


        (f)    The
Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. 


        (g)   The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its
duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for those
instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or
omitted to be taken by the Rights Agent under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not
be liable for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application (which
date shall not be less than five Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date)
unless, prior to taking any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application reasonably
specifying the action to be taken, suffered or omitted. 


        (h)   The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or
agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided, that reasonable care was exercised in the selection and continued employment thereof. 



        (i)    If,
with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of
election to purchase, as the case may be, has not been properly completed or executed, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without
first consulting with, and receiving written direction from, the Company. 


18







 



        Section 21.  Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties
under this Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-
class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (which holder shall, with such notice, submit such holder's Right Certificate for inspection by the Company), then the registered holder of any
Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be
a (i) Person organized and doing business under the laws of the United States or any state of the United States in good standing, which is authorized under such laws to exercise corporate trust
or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million or (ii) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be. 


        Section 22.
Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in
the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. 



        Section 23.  Redemption. 


        (a)   The
Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all the
then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price"). The redemption of the Rights by the Board of Directors of the Company may be
made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish. 


19







 



        (b)   Immediately
upon the action of the Board of Directors of the Company ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23,
and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price.
The Company shall promptly give public notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after such action of the Board of Directors of the Company ordering the
redemption of the Rights, the Company shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights
Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, and other
than in connection with the purchase of Common Shares prior to the Distribution Date. 


        Section 24.
Exchange. 


        (a)   Subject
to the applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of the Board of Directors, at any
time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the
provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Class A Common Share and one Class B Common Share per Class A Right and
Class B Right, respectively, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to
as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any
time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to
the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. 



        (b)   Immediately
upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and
without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of
Class A Common Shares or Class B Common Shares equal to the number of such Class A Rights or Class B Rights, as the case may be, held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however,
that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders
of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the
holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected, and, in the event of any partial exchange, the
number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Class A or Class B Rights (other than Rights which have become null and
void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Class A or Class B Rights. 


20







 



        (c)   In
the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the
Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would
otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or
fraction is equal to the current per share market price of one Class A Common Share or Class B Common Share, as the case may be, as of the date of issuance of such Preferred Shares or
fraction thereof. 


        (d)   The
Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional
Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the
same fraction of the current market value of a whole Class A Common Share or Class B Common Share, as the case may be. For the purposes of this paragraph (d), the current market
value of a whole Class A Common Share or Class B Common Share, as the case may be, shall be the closing price of a Class A Common Share or Class B Common Share, as the case
may be (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. 


        Section 25.
Notice of Certain Events. 



        (a)   In
case the Company shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred
Shares or to make any other distribution to the holders of the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of the Preferred Shares rights or
warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of the
Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale
or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares
payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each
such case, the Company shall give to each holder of a Right Certificate (with a copy to the Rights Agent), in accordance with Section 26 hereof, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be
so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the Preferred Shares for purposes of
such action, and, in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the
Common Shares and/or Preferred Shares, whichever shall be the earlier. 


        (b)   In
case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall, as soon as practicable thereafter, give to the Rights Agent
and to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such
event to holders of Rights under Section 11(a)(ii) hereof. 


21







 



        Section 26.
Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of
any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent)
or by facsimile transmission as follows: 



Tronox
Incorporated

123 Robert Kerr Avenue

Oklahoma City, OK 73102 


Attention:
Corporate Secretary 


Facsimile
No.: 




        Subject
to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to
or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) or by facsimile
transmission as follows: 



UMB
Bank, N.A., as Rights Agent

Attention: Corporate Trust

2401 Grand Blvd., Suite 200

Kansas City, MO 64108 


Facsimile
No.: 816-860-3029 




        Notices
or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company. 



        Section 27.  Supplements and Amendments. The Company may from time to time supplement or amend this Agreement without the approval
of any holders of Right Certificates subject to the other terms and conditions of this Agreement in order to cure any ambiguity, to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, to shorten or lengthen any time period hereunder or to make any other provisions with respect to the Rights which the Company may deem
necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided,  however, that,
from and after such time as any Person becomes an Acquiring Person, this Agreement shall not be amended in any manner which would
adversely affect the interests of the holders of Rights. Without limiting the foregoing, the Company may at any time prior to such time as any Person becomes an Acquiring Person amend this Agreement
(A) to make the provisions of this Agreement inapplicable to a particular transaction by which a Person would otherwise become an Acquiring Person or to otherwise alter the terms and conditions
of this Agreement as they may apply with respect to any such transaction, and; (B) to lower the thresholds set forth in Section 1(a) and 3(a) hereof to not less than (i) 10% or
more of the Class A Common Shares then outstanding, (ii) 10% or more of the Class B Common Shares then outstanding, or (iii) any combination of Class A Common Shares
and Class B Common Shares representing 10% or more of the Common Shares then outstanding (the "Reduced Threshold");  provided, however, that no Person who beneficially owns a number of Class A Common Shares,
Class B Common Shares or a combination of Class A and Class B Common Shares equal to or greater than the Reduced Threshold shall become an Acquiring Person because of such
Amendment unless such Person shall, after the public announcement of the Reduced Threshold, increase its beneficial ownership of the then outstanding Class A Common Shares, Class B
Common Shares or combination of Class A and Class B Common Shares (other than as a result of an acquisition of Common Shares by the Company) to an amount equal to or greater than the
greater of (x) the Reduced Threshold or (y) the sum of (i) the lowest beneficial ownership of such Person as a percentage of the outstanding Class A Common Shares as of any
date on or after the date of the public 


22







 



announcement
of such Reduced Threshold, plus .001%, (ii) the lowest beneficial ownership of such Person as a percentage of the outstanding Class B Common Shares as of any date on or
after the date of the public announcement of such Reduced Threshold, plus .001% or (iii) the lowest beneficial ownership of such Person as a percentage of a combination of the outstanding
Class A and Class B Common Shares as of any date on or after the date of the public announcement of such Reduced Threshold, plus .001%. Upon delivery of a certificate from an appropriate
officer of the Company and, if requested by the Rights Agent, an opinion of counsel, that states that the proposed supplement or amendment is in compliance with the terms of this Section 27,
the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into any
supplement or amendment that affects the Rights Agent's own rights, duties, obligations or immunities under this Agreement. Prior to the Distribution Date, the interests of the holders of the Rights
shall be deemed coincident with the interests of the holders of Common Stock. 


        Section 28.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent
shall bind and inure to the benefit of their respective successors and assigns hereunder. 


        Section 29.
Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company,
the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Agreement; but
this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common
Shares). 


        Section 30.  Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated. 


        Section 31.
Governing Law. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within
such state. 


        Section 32.
Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 


        Section 33.
Descriptive Headings. Descriptive headings of the several Sections of this Agreement are inserted for convenience only
and shall not control or affect the meaning or construction of any of the provisions hereof. 


23







 



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



	

Attest:	
 	

TRONOX INCORPORATED
	

By:	

	
 	

By:	


	 	Name:	 	 	Name:
	 	Title:	 	 	Title:
	

Attest:	
 	

UMB BANK, N.A., AS RIGHTS AGENT
	

By:	

	
 	

By:	


	 	Name:	 	 	Name:
	 	Title:	 	 	Title:




24








  



 
 

Annex A    
    


 
 

FORM
  
    of
  
    CERTIFICATE OF DESIGNATIONS
  
    of
  
    SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
  
    of
  
    TRONOX INCORPORATED
  
    (Pursuant to
Section 151 of the Delaware General Corporation Law)    
    


        Tronox Incorporated, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that, as required by Section 151 of the General Corporation Law, the following resolution was adopted on
            , 2005, by the Board of Directors of the Corporation by unanimous written consent in lieu of a meeting pursuant to Section 141(f) of the General Corporation Law and
Section 7 of Article III of the Bylaws of the Corporation. 


        RESOLVED,
that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (the "Board") in accordance
with the provisions of the Certificate of Incorporation, the Board hereby creates a series of Preferred Stock, par value $0.01 per share, of the Corporation (the "Preferred
Stock"), and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows: 


        Series A
Junior Participating Preferred Stock: 


        Section 1.
Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred
Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall
be                        . Such
number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce the number of shares of
Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants
or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock. 


        Section 2.
Dividends and Distributions. 


        (A)  Subject
to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred
Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Class A Common Stock, par value $0.01 per share, or Class B
Common Stock, par value $0.01 per share (the Class A Common Stock and the Class B Common Stock, together, the "Common Stock"), of the
Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on
the last day of January, April, July and October in each year (each such date being referred to herein as a "Dividend Payment Date"), commencing on the
first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of
(a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, declared on the Common Stock since the immediately
preceding Dividend Payment Date or, with respect to the first Dividend 


A-1







 



Payment
Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 



        (B)  The
Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section 2 immediately
after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided, that, in the event
no dividend or distribution shall have been declared on the Common Stock during the period between any Dividend Payment Date and the next subsequent Dividend Payment Date, a dividend of $1.00 per
share on the Series A Preferred Stock shall nevertheless be payable, when, as and if declared, on such subsequent Dividend Payment Date. 



        (C)  Dividends
shall begin to accrue and be cumulative, whether or not earned or declared, on outstanding shares of Series A Preferred Stock from the Dividend Payment
Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Dividend Payment Date or is a date after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and before such Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from
such Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix
a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment thereof. 


        Section 3.
Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: 



        (A)  Subject
to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters
upon which the holders of the Common Stock of the Corporation are entitled to vote. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 


A-2







 



        (B)  Except
as otherwise provided herein, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock, and except as otherwise required
by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of stockholders of the Corporation. 


        (C)  Except
as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. 


        Section 4.
Certain Restrictions. 


        (A)  Whenever
quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not: 



        (i)    declare
or pay dividends, or make any other distributions, on any shares of stock ranking junior (as to dividends) to the Series A Preferred Stock; 



        (ii)   declare
or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (as to dividends) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such
shares are then entitled; 


        (iii)  redeem
or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock, provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior
stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up; or rights, warrants or options to acquire such junior
stock) to the Series A Preferred Stock; or 


        (iv)  redeem
or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the
Board) to all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. 




        (B)  The
Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the
Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. 



        Section 5.  Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board, subject to any conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations. 


A-3







 



        Section 6.
Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (A) to the holders of the Common Stock or of shares of any other stock of the Corporation ranking junior, upon liquidation, dissolution or winding up, to the
Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not earned or declared, to the date of such payment; provided, that the holders of shares of Series A
Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per
share to holders of shares of Common Stock, or (B) to the holders of shares of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in
clause (A) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 


        Section 7.
Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which
is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such
event. 


        Section 8.
No Redemption. The shares of Series A Preferred Stock shall not be redeemable from any holder. 


        Section 9.
Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up of the Corporation, junior to all other series of Preferred Stock and senior to the Common Stock. 


        Section 10.
Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class, in addition to such other vote as may be required by the Delaware General
Corporation Law. 


A-4







 



        Section 11.
Fractional Shares. Shares of Series A Preferred Stock may be issued in fractions of a share that shall entitle
the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of
Series A Preferred Stock. 



        IN
WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its Chairman of the Board and attested by its Secretary this day of            , 2005



Chairman
of the
Board                                         
                   



Attest: 


Secretary 


A-5








  



 
 

Annex B    
    


 
 

Form of Class A Right Certificate
  
    Certificate No. R-Rights
  
    NOT EXERCISABLE
AFTER                        OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT
AND TO EXCHANGE ON THE TERMS SET FORTH IN THE  AGREEMENT.
  
    Right Certificate
  
    TRONOX INCORPORATED    
    


        This certifies that                        , or registered assigns,
 is the registered owner of the number of Class A Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of            , 2005 (the "Agreement"),
between
Tronox Incorporated, a Delaware corporation (the "Company"), and UMB Bank, N.A., as Rights Agent (the "Rights
Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Agreement) and prior to 5:00 P.M., New York City time, on
                        at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights
Agent, one one-hundredth of a fully paid
non-assessable share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the "Preferred
Shares"), at a purchase price of $                              per one
one-hundredth of a Preferred Share (the "Purchase
Price"), upon presentation and surrender of this Class A Right Certificate with the Form of Election to Purchase duly executed. The number of Class A Rights
evidenced by this Class A Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of                        , based on the Preferred Shares as
constituted at such date. As provided in the Agreement, the Purchase Price and the
number of one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Class A Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events. 


        This
Class A Right Certificate is subject to all of the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Class A Right Certificates. Copies of the Agreement are on file at the principal executive offices of the Company and the offices of the Rights Agent. 


        This
Class A Right Certificate, with or without other Class A Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be
exchanged for another Class A Right Certificate or Class A Right Certificates of like tenor and date evidencing Class A Rights entitling the holder to purchase a like aggregate
number of Preferred Shares as the Class A Rights evidenced by the Class A Right Certificate or Class A Right Certificates surrendered shall have entitled such holder to purchase.
If this Class A Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class A Right Certificate or Class A Right
Certificates for the number of whole Class A Rights not exercised. 


        Subject
to the provisions of the Agreement, the Class A Rights evidenced by this Class A Right Certificate (i) may be redeemed by the Company at a redemption price
of $0.01 per Class A Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Class A Common Stock, par value $0.01 per share. 


B-1







 



        No
fractional Preferred Shares will be issued upon the exercise of any Class A Right or Class A Rights evidenced hereby (other than fractions which are integral multiples
of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but, in lieu thereof, a cash payment will be made, as provided
in the Agreement. 


        No
holder of this Class A Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other
securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to
any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Agreement), or to receive dividends or subscription rights, or otherwise,
until the Class A Right or Rights evidenced by this Class A Right Certificate shall have been exercised as provided in the Agreement. 


        This
Class A Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 



        WITNESS
the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of                        , 2005.




	

ATTEST: TRONOX INCORPORATED
	 	 	 	Countersigned:
	

By:	

	
 	

By:	


	Name:	 	Name:
	Title:	 	Title:
	

ATTEST: UMB BANK, N.A., as Rights Agent
	

By:	

	
 	

 	

 
	Name:	 	 	 
	Title:	 	 	 




B-2







 
Form of Reverse Side of Right Certificate 


FORM
OF ASSIGNMENT 


(To
be executed by the registered holder if such

holder desires to transfer the Right Certificate.) 


FOR
VALUE RECEIVED                        hereby sells, assigns and transfers unto 



	

 (Please print name and address of transferee)
	


	

this Class A Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and
appoint                        Attorney, to transfer the within Class A Right Certificate on the books of the within-named
Company, with full power of substitution.
	

Dated:
	

Signature
	

Signature Guaranteed:







        All Guarantees must be made by a financial institution (such as a bank or broker) which is a participant in the Securities Transfer Agents Medallion Program
("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP"), or the Stock Exchanges Medallion Program ("SEMP") and must not be dated. Guarantees by a notary public are not
acceptable. 


        The
undersigned hereby certifies that the Class A Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Agreement). 


Signature 


B-3







 
Form
of Reverse Side of Class A Right Certificate—continued

FORM OF ELECTION TO PURCHASE 


(To
be executed if holder desires to exercise

Class A Rights represented by the Class A Right Certificate.) 


To:
TRONOX INCORPORATED 


        The
undersigned hereby irrevocably elects to exercise                        Class A Rights represented by this Class A
Right Certificate to purchase the Preferred Shares issuable
upon the exercise of such Class A Rights and requests that certificates for such Preferred Shares be issued in the name of: 


Please
insert social security or other identifying number 



	

 (Please print name and address)
	

 If such number of Class A Rights shall not be all the Class A Rights evidenced by this Class A Right Certificate, a new Class A Right Certificate for the balance remaining of such
Class A Rights shall be registered in the name of and delivered to:
	

Please insert social security or other identifying number
	

 (Please print name and address)
	

 Dated:
	

Signature
	

Signature Guaranteed:







        All Guarantees must be made by a financial institution (such as a bank or broker) which is a participant in the Securities Transfer Agents Medallion Program
("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP"), or the Stock Exchanges Medallion Program ("SEMP") and must not be dated. Guarantees by a notary public are not
acceptable. 


        The
undersigned hereby certifies that the Class A Rights evidenced by this Class A Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Agreement). 


Signature 


B-4







 
NOTICE



        The
signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change whatsoever. 


        In
the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will
deem the beneficial owner of the Class A Rights evidenced by this Class A Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement)
and such Assignment or Election to Purchase will not be honored. 


B-5








  



 
 

Annex C    
    


 
 

Form of Class B Right Certificate
  
    Certificate No. R-Rights
  
    NOT EXERCISABLE
AFTER                        OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT
AND TO EXCHANGE ON THE TERMS SET FORTH IN THE  AGREEMENT.
  
    Right Certificate
  
    TRONOX INCORPORATED    
    


        This certifies that                        , or registered assigns,
 is the registered owner of the number of Class B Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of            , 2005 (the "Agreement"),
between
Tronox Incorporated, a Delaware corporation (the "Company"), and UMB Bank, N.A., as Rights Agent (the "Rights
Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Agreement) and prior to 5:00 P.M., New York City time, on
                        at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights
Agent, one one-hundredth of a fully paid
non-assessable share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the "Preferred
Shares"), at a purchase price of $                      per one one-hundredth of a Preferred Share (the
"Purchase
Price"), upon presentation and surrender of this Class B Right Certificate with the Form of Election to Purchase duly executed. The number of Class B Rights
evidenced by this Class B Right Certificate (and the number of one one-hundredths of a Preferred Share which may be purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of                        , based on the Preferred Shares as
constituted at such date. As provided in the Agreement, the Purchase Price and the
number of one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Class B Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events. 


        This
Class B Right Certificate is subject to all of the terms, provisions and conditions of the Agreement, which terms, provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Class B Right Certificates. Copies of the Agreement are on file at the principal executive offices of the Company and the offices of the Rights Agent. 


        This
Class B Right Certificate, with or without other Class B Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be
exchanged for another Class B Right Certificate or Class B Right Certificates of like tenor and date evidencing Class B Rights entitling the holder to purchase a like aggregate
number of Preferred Shares as the Class B Rights evidenced by the Class B Right Certificate or Class B Right Certificates surrendered shall have entitled such holder to purchase.
If this Class B Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class B Right Certificate or Class B Right
Certificates for the number of whole Class B Rights not exercised. 


        Subject
to the provisions of the Agreement, the Class B Rights evidenced by this Class B Right Certificate (i) may be redeemed by the Company at a redemption price
of $.01 per Class B Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's Class B Common Stock, par value $0.01 per share. 


C-1







 



        No
fractional Preferred Shares will be issued upon the exercise of any Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples
of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but, in lieu thereof, a cash payment will be made, as provided
in the Agreement. No holder of this Class B Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other
securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to
any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Agreement), or to receive dividends or subscription rights, or otherwise,
until the Class B Right or Rights evidenced by this Class B Right Certificate shall have been exercised as provided in the Agreement. 


        This
Class B Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 



        WITNESS
the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of                        , 2005.




	

ATTEST: TRONOX INCORPORATED
	 	 	 	Countersigned:
	

By:	

	
 	

By:	


	Name:	 	Name:
	Title:	 	Title:
	

ATTEST: UMB BANK, N.A., as Rights Agent
	

By:	

	
 	

 	

 
	Name:	 	 	 
	Title:	 	 	 




C-2







 
Form of Reverse Side of Right Certificate 


FORM
OF ASSIGNMENT 


(To
be executed by the registered holder if such

holder desires to transfer the Right Certificate.) 


FOR
VALUE RECEIVED                        hereby sells, assigns and transfers unto 



	

 (Please print name and address of transferee)
	

this Class B Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and
appoint                        Attorney, to transfer the within Class B Right Certificate on the books of the within-named
Company, with full power of substitution.
	

Dated:
	

Signature
	

Signature Guaranteed:







        All Guarantees must be made by a financial institution (such as a bank or broker) which is a participant in the Securities Transfer Agents Medallion Program
("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP"), or the Stock Exchanges Medallion Program ("SEMP") and must not be dated. Guarantees by a notary public are not
acceptable. 


        The
undersigned hereby certifies that the Class B Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Agreement). 


Signature 


C-3







 
Form
of Reverse Side of Right of Class B Right Certificate—continued 


FORM
OF ELECTION TO PURCHASE 


(To
be executed if holder desires to exercise

Class B Rights represented by the Class B Right Certificate.) 


To:
TRONOX INCORPORATED 


        The
undersigned hereby irrevocably elects to exercise                        Class B Rights represented by this Class B
Right Certificate to purchase the Preferred Shares issuable
upon the exercise of such Class B Rights and requests that certificates for such Preferred Shares be issued in the name of: 


Please
insert social security or other identifying number 



	

 (Please print name and address)
	


	

If such number of Class B Rights shall not be all the Class B Rights evidenced by this Class B Right Certificate, a new Class B Right Certificate for the balance remaining of such Class B Rights shall be registered in the
name of and delivered to:
	

Please insert social security or other identifying number
	

 (Please print name and address)
	

 Dated:
	

Signature
	

Signature Guaranteed:







        All Guarantees must be made by a financial institution (such as a bank or broker) which is a participant in the Securities Transfer Agents Medallion Program
("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP"), or the Stock Exchanges Medallion Program ("SEMP") and must not be dated. Guarantees by a notary public are not
acceptable. 


        The
undersigned hereby certifies that the Class B Rights evidenced by this Class B Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Agreement). 


Signature 


C-4







 
NOTICE



        The
signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change whatsoever. 


        In
the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will
deem the beneficial owner of the Class B Rights evidenced by this Class B Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement)
and such Assignment or Election to Purchase will not be honored. 


C-5











QuickLinks



EXHIBIT 4.3


TABLE OF CONTENTS


TRONOX INCORPORATED and UMB BANK, N.A., as Rights Agent FORM OF RIGHTS AGREEMENT Dated as of , 2005



Annex A


FORM of CERTIFICATE OF DESIGNATIONS of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of TRONOX INCORPORATED (Pursuant to Section 151 of the Delaware General Corporation Law)




Annex B


Form of Class A Right Certificate Certificate No. R-Rights NOT EXERCISABLE AFTER OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET
FORTH IN THE AGREEMENT. Right Certificate TRONOX INCORPORATED




Annex C


Form of Class B Right Certificate Certificate No. R-Rights NOT EXERCISABLE AFTER OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET
FORTH IN THE AGREEMENT. Right Certificate TRONOX INCORPORATED