Special Appendix to Supplemental Retirement Plan for Mark Frissora

Summary

This agreement outlines special retirement benefits for Mark Frissora under the company's Supplemental Retirement Plan. It guarantees that, upon reaching age 55 or leaving the company later, Frissora will receive an annual pension based on his average base salary and bonus from the three years before his departure, multiplied by a percentage tied to his years of service. The maximum benefit is capped at 50%, and these terms apply only if he completes ten years of service with the company (including Tenneco Inc.) starting from January 1, 1999.

EX-10.44 7 c97294exv10w44.txt SPECIAL APPENDIX UNDER SUPPLEMENTAL RETIREMENT PLAN Exhibit 10.44 SPECIAL APPENDIX The Benefits of Mark Frissora ("Frissora") under the Plan will be adjusted as follows: The annual pension benefits to which Frissora shall be entitled under all defined benefit plans (qualified and non-qualified), including this Plan, commencing at age 55 or his separation from service, if later, will, at a minimum, be equal to the product of (x) and (y), where (x) is the average of his total base compensation plus bonus for the three calendar years immediately preceding his separation from service and (y) is the total of 40% plus 2% for each full year of service with the Company (including service with Tenneco Inc.) earned in the period commencing with Frissora's 55th birthday, for a maximum total of 50%. Notwithstanding the foregoing, the provisions set forth herein shall be applicable only if Frissora completes ten years of service with the Company (including Tenneco Inc.) during the period commencing January 1, 1999.