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Summary of Amendments to the Company's Defined Benefit
Plans,
the Terms of a New Excess Defined Contribution Plan and
Amendments to Certain Executives' Employment Agreements
On August 18, 2006, the Compensation/Nominating/Governance
Committee
of Tenneco Inc.'s Board of Directors approved various changes to
the company's
employee benefits programs.
The company has "frozen," effective December 31, 2006, its
current defined
benefit pension plans (the "DB Plans") (preserving prior earned
benefits),
replaced them with additional benefits under defined
contribution plans and made
certain related amendments. The affected DB Plans are: the
Tenneco Retirement
Plan for Salaried Employees, the Pension Plan for Hourly
Employees of Tenneco
Employed in Racine, WI and Grass Lake, MI Locals 85 and 660
(non-union employees
only), the Tenneco Inc. Supplemental Retirement Plan (the
"SERP," in which all
of the company's U.S.-based executive officers participate) and
the Tenneco Inc.
Supplemental Pension Plan for Management (the "KEPP," in which
three of the
company's executive officers participate). With the exception of
certain
executives who had employment contracts providing for specified
benefits (all of
whom voluntarily accepted a benefits reduction as described
below), this
freezing of DB Plan benefits impacts all U.S.-based salaried
employees
(including executive officers) and non-union hourly employees
who participate in
any of the DB Plans.
To address the loss of benefits associated with the foregoing
action, the
company's existing defined contribution plans (the "Existing DC
Plans") have
been amended, effective January 1, 2007, to provide for
additional annual
company contributions in amounts that increase with the
employee's age (the "DB
Replacement Contributions"), payable in respect of each
employ
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