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CODE SECTION 409A AMENDMENT
TO
TENNECO INC. EXCESS BENEFIT PLAN
WHEREAS, Tenneco
Inc. (the “Company”) has established the Tenneco Inc.
Excess Benefit Plan (the “Plan”); and
WHEREAS, amendment
of the Plan for compliance with Section 409A of the Internal
Revenue Code of 1986, as amended, and the Treasury regulations
issued thereunder now is considered desirable;
NOW, THEREFORE, by
virtue and in exercise of the power reserved to the Company and
granted to the Compensation/Nominating/Governance Committee of
Tenneco by Section 6 of the Plan and pursuant to the authority
delegated to the undersigned officer of the Company by resolution
of its Board of Directors, the Plan be and is amended, effective
January 1, 2008, in the following particulars:
1. Clause
(a) of the first sentence of Section 5.1 of the Plan is
hereby modified by deleting the first sentence in its entirety and
substituting the following:
“A
Participant’s ‘Termination Date’ shall mean the
date on which the Participant has a ‘separation from
service’ under Code Section 409A.”
2. By deleting
the second sentence of Section 5.3 in its entirety and
substituting the following:
“Notwithstanding the foregoing or any
other provision of the Plan to the contrary, if the Participant is
a “specified employee” (as defined under Code
Section 409A) on
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