TENNECO INC. CHANGE IN CONTROL SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES

1.

Definitions

(1)

any person, alone or together with any of its affiliates or associates, becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of either the Company’s then outstanding shares of common stock or the combined voting power of the Company’s then outstanding securities having general voting rights; provided, however, that, notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to this clause (1) solely because the requisite percentage of either the Company’s then outstanding shares of common stock or the combined voting power of the Company’s then outstanding securities having general voting rights is acquired by one or more employee benefit plans maintained by one or more Tenneco Companies; or

(2)

members of the Incumbent Board cease to constitute a majority of the Company Board; or

(3)

the consummation of any plan of merger, consolidation, share exchange or combination between the Company and any person, including without limitation becoming a subsidiary of any other person, or the consummation of any sale, exchange or other disposition of all or substantially all of the Company’s assets (any such transaction, a “Business Combination”) without all or substantially all of the persons who are the beneficial owners of the then outstanding shares of the common stock of the Company (“Outstanding Common Stock”) or of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting

Securities”) immediately prior to such Business Combination constituting the beneficial owners, directly or indirectly, of fifty percent (50%) or more of, respectively, the outstanding shares of common stock and the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be; or

(4)

the Company’s stockholders approve a plan of complete liquidation or dissolution of the Company.

(1)

is not generally known or disseminated outside the Tenneco Companies (such as non-public information);

(2)

is designated or marked by any Tenneco Company as “confidential” or reasonably should be considered confidential or proprietary; or

(3)

any Tenneco Company indicates through its policies, procedures, or other instructions should not be disclosed to anyone outside the Tenneco Companies.

(1)

matters of a technical nature, such as scientific, trade or engineering secrets, “know-how”, formulae, secret processes, inventions, and research and development plans or projects regarding existing and prospective customers and products or services;

(2)

information about costs, profits, markets, sales, customer lists, customer needs, customer preferences and customer purchasing histories, supplier lists, internal financial data, personnel evaluations, non-public information about automotive devices or products of any Tenneco Company (including future plans about them), information and material provided by third parties in confidence and/or with nondisclosure restrictions, computer access passwords, and internal market studies or surveys; and

(3)

any other information or matters of a similar nature.

(1)

materially diminish in any manner the Key Executive’s status, position, duties or responsibilities with the Tenneco Companies from those in effect immediately prior to the Change in Control (without limiting the generality of the foregoing, for purposes of this clause (1) a material diminution will be deemed to have occurred if the Key Executive does not maintain the same or greater status, position, duties and responsibilities with the ultimate parent corporation of a controlled group of corporations of which the Company is a member upon consummation of the transaction or transactions constituting the Change in Control);

(2)

materially reduce the Key Executive’s then current annual cash compensation from the Tenneco Companies below the sum of (a) the Key Executive’s annual base salary or annual base compensation from the Tenneco Companies in effect immediately

prior to the Change in Control and (b) the Key Executive’s targeted annual award under the Executive Incentive Compensation Plan for the calendar year completed immediately prior to the Change in Control; provided, however, a material reduction for purposes of this clause (2) shall not be deemed to have occurred if the Key Executive’s then current annual cash compensation is reduced as part of an overall cost reduction program that affects all senior executives of the Tenneco Company and does not disproportionately affect the Key Executive;

(3)

cause a material reduction in (a) the level of aggregate Tenneco Companies-paid medical benefit, life insurance and disability plan coverages; or (b) the aggregate rate of Tenneco Companies-paid thrift/savings plan contributions and of Tenneco Companies-paid defined benefit retirement plan benefit accrual, from those coverages and rates in effect immediately prior to the Change in Control; provided, however, a material reduction for purposes of this clause (3) shall not be deemed to have occurred if a reduction as described in subclause (a) or (b) occurs as part of an overall cost reduction program that affects all senior executives of the Tenneco Company and does not disproportionately affect the Key Executive;

(4)

effectively require the Key Executive to relocate because of a transfer of the Key Executive’s place of employment with the Tenneco Companies from the place where the Key Executive was employed immediately prior to the Change in Control (for purposes of the foregoing, a transfer of place of employment shall be deemed to require a Key Executive to relocate if such transfer is greater than 50 miles from the place where the Key Executive was employed immediately prior to the Change in Control); or

(5)

materially breach any provision of the Plan.

days in which to cure the condition set forth in the written notice and if such condition is not cured by the 30th day, the Key Executive’s employment shall terminate on such date.

In addition, a determination that a Key Executive has been Constructively Terminated for purposes of eligibility for benefits under this Plan shall be based solely on the criteria set forth in this Section 1(G) and the Key Executive’s eligibility or application for, or receipt of, any retirement benefits from any Tenneco Company following separation from service shall have no bearing on such determination.

(1)

the Key Executive has engaged in serious misconduct or willfully or materially violated, or willfully or materially failed to comply with, the Company’s Corporate Compliance Policies or Statement of Business Principles in his or her capacity as an employee of any of the Tenneco Companies; or

(2)

the Key Executive has willfully and continually failed (unless due to incapacity resulting from physical or mental illness) to substantially perform the duties of his or her employment by any of the Tenneco Companies after written demand for substantial performance is delivered to the Key Executive by any of the Tenneco Companies specifically identifying the manner in which the Key Executive has not substantially performed such duties.

(1)

who is not a member of Executive Group I, and

(2)

who, immediately prior to the Change in Control, is an employee of a Tenneco Company who reports directly to the Chief Executive Officer of the Company and is in an executive salary grade of 6 or higher.

(1)

who is not a member of Executive Group I or II, and

(2)

who, immediately prior to the Change in Control, is an employee of a Tenneco Company who is critical to the negotiation or consummation of a corporate transaction and who has been designated by the Chief Executive Officer of the Company, in writing before the Change in Control, with the approval of the Committee, as a member of Executive Group III. In no event shall Executive Group III contain more than ten (10) members.

(1)

the members of the Company Board on the Effective Date, to the extent that they continue to serve as members of the Company Board; and

(2)

any individual who becomes a member of the Company Board after the Effective Date, (a) upon the death or disability or retirement of, and as the successor to or replacement for, a member of the Company Board or (b) if his or her election or nomination for election as a director is approved by a vote of at least a majority of the then Incumbent Board, except that a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company shall not be considered a member of the Incumbent Board for purposes of this subclause (b).

For purposes of the definitions in Section 1 and the Plan, the terms “associate,” “affiliate,” “person,” and “beneficial owner” shall have the respective meanings

set forth in Sections 3(a) and 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, and the regulations promulgated under Section 12 of the Exchange Act. For purposes of the Plan, the terms “separation,” “separation from service,” termination” and “termination of employment,” and variations thereof, as used in the Plan, are intended to mean a separation from service or termination of employment that constitutes a “separation from service” under Section 409A.

If (i) within two years after a Change in Control, a Key Executive is separated from service as an employee with the Tenneco Companies (a) because the Key Executive is discharged by the Tenneco Companies, provided that such discharge is not a Discharge for Cause nor a discharge due to the death or Disability of the Key Executive, or (b) because of Constructive Termination, and (ii) throughout the period beginning with the Change in Control and ending with such separation from service with the Tenneco Companies, the Key Executive remains an employee of the Tenneco Companies, such Key Executive shall be entitled to receive the benefits described in Sections 3 and 5 below, payable in accordance with Section 4 below to the extent applicable.

A.

If the Key Executive is a member of Executive Group I immediately prior to the Change in Control – a cash amount equal to three times the sum of (a) the Key Executive’s annual base salary in effect immediately prior to the Change in Control, plus (b) the Key Executive’s targeted annual award under the Executive Incentive Compensation Plan as in effect immediately prior to the Change in Control.

B.

If the Key Executive is a member of Executive Group II immediately prior to the Change in Control – a cash amount equal to two times the sum of (a) the Key Executive’s annual base salary in effect immediately prior to the Change in Control, plus (b) the Key Executive’s targeted annual award under the Executive Incentive Compensation Plan as in effect immediately prior to the Change in Control.

C.

If the Key Executive is a member of Executive Group III immediately prior to the Change in Control –– a cash amount equal to one times the sum of (a) the Key Executive’s annual base salary in effect immediately prior to the Change in Control, plus (b) the Key Executive’s targeted annual award under the Executive Incentive Compensation Plan as in effect immediately prior to the Change in Control.

D.

All deferred compensation (and earnings accrued thereon) credited to the account of a Key Executive under any deferred compensation plan, program or arrangement of the Tenneco Companies shall be paid to such

Key Executive pursuant to and in accordance with the terms of such plan, program or arrangement.

E.

A cash amount equal to the sum of (a) any incentive compensation which has been allocated or awarded to such Key Executive under the Executive Incentive Compensation Plan for a completed calendar year or other measuring period preceding the Key Executive’s separation from service but has not yet been paid and (b) a pro rata portion to the date of the Key Executive’s separation from service with the Tenneco Companies of the aggregate value of all incentive compensation awards to such Key Executive under the Executive Incentive Compensation Plan for the current calendar year or other measuring period, calculated as if all conditions for receiving the targeted annual award amount with respect to all such awards had been met, notwithstanding any provision of the Executive Incentive Compensation Plan to the contrary.