CODE SECTION 409A AMENDMENT
TO
TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN
WHEREAS, Tenneco
Inc. (the “Company”) has established the Tenneco Inc.
2006 Long-Term Incentive 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 by
Article 8 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. By adding
the following sentence to the end of
Section 5.2(f):
“Notwithstanding any other provision of
the Plan or any Award Agreement to the contrary, any adjustment to
any Award under this Section 5.2(f), including but not limited
to any adjustment to any Option or SAR, shall be exempt from, or
compliant with, the requirements of Code Section 409A and the
Treasury regulations issued thereunder.”
2. By adding
the following sentence to the end of Section 5.5:
“Notwithstanding any other provision of
the Plan or any Award Agreement to the contrary, any replacement or
substitution of any outstanding Award under the Plan shall be
exempt from, or compliant with, the requirements of Code
Section 409A and the Treasury regulations issued
thereunder.”
3. By deleting
the first sentence of Section 5.6 in its entirety and
substituting the following:
“An Award
(other than an Option or an SAR Award) may provide the Participant
with the right to receive dividend payments, dividend equivalent
payments or dividend equivalent units with respect to shares of
Common Stock subject to the Award (both before and after the shares
of Common Stock subject to the Award are earned, vested, or
acquired), which payments may be either made currently or credited
to an account for the Participant, and may be settled in cash or
shares of Common Stock as determined by the
Committee.”
4. By deleting
the third sentence of Section 5.7 in its entirety.
5. By adding
the following sentence to the end of Section 5.7:
