Tenneco Automotive Operating Company Inc. Severance Benefit Plan

"Company" means Tenneco Automotive Operating Company Inc.

"Continuous Service" means continuous service as an active Employee of a Tenneco Company including service prior to November 5, 1999 with any affiliate or subsidiary of Tenneco Inc. as it existed on August 1, 1996 determined in the sole discretion of the Plan Administrator by any method for determining applicable service in an equitable and non-discriminatory manner. No service will be counted that would otherwise produce a duplication of benefits under this Plan.

"Employee" means a U.S. salaried, regular, full-time employee of a Participating Company, but only if so classified by the Participating Company in accordance with its policies and practices.

"Participating Company" means Tenneco Automotive Operating Company Inc. and all of its U.S. subsidiaries.

"Severance Benefit" has the meaning set forth in Section 5, below.

"Tenneco Company" means the Company and any other entity in which the Company has at least a 50% ownership interest.

"Week of Pay" means the Employee's base annualized salary as of his termination divided by 52. This does not include any benefits, bonuses, shift differentials, performance awards, or other special pay additions. Further, any salary reductions for benefits or thrift plan contributions are excluded from Week of Pay determinations. For commissioned sales positions, the Week of Pay determination will be adjusted to provide for an incentive target amount (determined at the sole discretion of the Company).

are notified in writing of involuntary termination of employment because of lack of available work, relocation of his or her job to a worksite that is more than 100 miles further from his or her current worksite, or other reduction in force and are terminated as a result thereof;

have no determinable callback or return date;

have signed and returned a general release and such other documents as the Company shall require (without subsequent revocation of that release);

actually terminate employment in accordance with the timing and/or conditions set forth by the Company in the notice of termination; and

are not deemed ineligible under Section 11 below.

The cash payment provided for under this Section 5, or, as determined at the sole discretion of the Company, those benefits provided under any Special Appendix1 attached hereto. The amount of the Severance Benefit (expressed in terms of Weeks of Pay) will be based upon the length of the Employee's Continuous Service with the Company in accordance with the following schedule. The Severance Benefit is a payment equal to the total of the applicable entries in (a) plus (b) below:

One Week of Pay for each full year of Continuous Service up to and including 15 years;

1.5 Weeks of Pay for each full year of Continuous Service exceeding 15 years.

If enrolled in the applicable plan at the date of termination, continuation of medical and dental benefits for a period that equals the time interval set forth in

Outplacement services in accordance with, and subject to the limits of, the Company's outplacement policy, as amended from time to time. A Participant will be advised of outplacement benefits at time of separation.

the Employee's termination is for a reason other than involuntary termination from a Participating Company due to a workforce reduction as described in

the Employee does not sign and return the release form and all other documents as the Company shall require within the prescribed time limit;

the Employee revokes the release agreement within the time permitted under that agreement;

the Plan is terminated (or otherwise amended to eliminate a benefit with respect to that Employee) before the Employee's termination of employment;

the Employee has been offered employment at the same or greater base salary with a Tenneco Company and with a principal place of work at a location which is no more than 100 miles further from the Employee's primary residence than is his/her current principal place of work;

the Employee has been offered employment, regardless of level of pay or benefits, with any other entity as arranged by the Company, including without limitation, in connection with any purchase of any Participating Company's business or assets, any outsourcing arrangement, or any arrangement to transfer employees or business to a customer, supplier or other entity doing business with the Company or its affiliates, or any similar transaction or arrangement;

the Employee is covered under any other severance plan or is eligible for any type of severance or termination benefit with respect to this termination provided by the Company or any other entity, other than government-provided unemployment compensation; or

the Employee's employment terminates pursuant to any of the following:

voluntary termination of employment or retirement or resignation of employment before a job-end date that has been specified by the Company;

mandatory retirement due to Company policies or legal requirement;

willful misconduct or activity deemed actually or potentially detrimental to the interests of the Company, which may include, but is not limited to, dishonesty; theft; violation of one or more Company policies (such as those relating to alcohol or drugs, harassment, workplace violence, etc.) or safety rules or procedures;

unauthorized disclosure of confidential information;

conduct inconsistent with any applicable law or regulation; or other serious misconduct;

willful failure or refusal to substantially perform job responsibilities (other than any such failure resulting from incapacity due to disability), including but not limited to unsatisfactory performance;

excessive absenteeism under the applicable Company attendance policy; or

any act or omission causing, or having potential to cause, significant harm or loss to the Company, its officers and/or employees.

The Company is hereby designated as the "named fiduciary" and Plan Administrator of this Plan and has the authority to control and manage the operation of the Plan.

The Plan Administrator shall make all determinations as to the right of any person to a Severance Benefit and shall have the discretionary authority to construe and interpret the provisions of the Plan and make factual determinations thereunder, including the power to determine the rights or eligibility of any persons, and the amounts of their benefits under the Plan, and to remedy ambiguities, inconsistencies or omissions, and any such determinations shall be binding on all parties. Benefits will only be paid if the Plan Administrator, in its sole discretion, determines that the employee or beneficiary is entitled to them.

Examine, without charge, at the plan administrator’s office and at other specified locations, such as worksites, all documents governing the plan, including copies of the latest annual report (Form 5500 Series) filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the plan administrator, copies of documents gov­ erning the operation of the plan, including copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies.

Receive a summary of the plan's annual financial report. The plan administrator is required by law to furnish each participant with a copy of this summary annual report.