Eight of our nine directors are independent under the New York Stock Exchange (NYSE) listing standards

CODE SECTION 409A AMENDMENT
TO
TENNECO INC. SUPPLEMENTAL RETIREMENT PLAN

     WHEREAS, Tenneco Inc. (the “Company”) has established the Tenneco Inc. Supplemental Retirement Plan (also referred to as the “SERP,” 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 the Company’s Board of Directors by Section 11 of the Plan and pursuant to the authority delegated to the undersigned officer of the Company, the Plan be and is amended, effective January 1, 2008, in the following particulars:

1.

By deleting the first paragraph of Section 4 of the Plan in its entirety and substituting the following:

“The Plan Benefit shall be paid in a single lump sum payment within 90 days after the Participant’s separation from service (but in no event prior to the date on which the Participant attains age 55 and has completed at least 10 years of service with the Company or age 65 if the Participant has fewer than 10 years of service with the Company upon his separation from service).”

2.

By adding the following new Section 12:

“12. Code Section 409A.

(a) The time and form of payment of the Participant’s Plan Benefit as described in Section 4, if any, shall be made in accordance with such Section, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a ‘short-term deferral’ for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Participant is a ‘specified employee’ under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Participant’s death or the date that is six months and one day following the Participant’s termination of employment (the ‘Delay Period’). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 12(a) shall be paid to the Participant in a lump sum. For purposes of the Plan the terms ‘termination,’ ‘termination of employment’ and variations thereof, as used in the Plan, are intended to mean a termination of employment that constitutes a ‘separation from service’ under Code Section 409A.

     (b) Except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder, the time or schedule of any payment or amount scheduled to be paid pursuant to the Plan may not be accelerated.

     (c) The Plan and the benefits provided hereunder are intended to comply with Code Section 409A and the guidance and Treasury regulations issued thereunder, to the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company and the Committee intend to administer the Plan so that it will comply with the requirements of Code Section 409A, neither the Company nor the Committee represents or warrants that the Plan will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its subsidiaries, nor their respective directors, officers, employees or advisers shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan, and the Company and its subsidiaries shall have no obligation to indemnify or otherwise protect any Participant from the obligation to pay any taxes pursuant to Code Section 409A.”

     IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized officer this 24^th day of December, 2008.

		Tenneco Inc.
		By:		/s/ Richard P. Schneider
		Its:		Senior Vice President — Global Administration