SUMMARY OF TENNECO AUTOMOTIVE INC.
SUPPLEMENTAL RETIREMENT PLAN, SUPPLEMENTAL PENSION PLAN FOR
MANAGEMENT AND INCENTIVE DEFERRAL PLAN
On March 7, 2005, Tenneco Automotive Inc. adopted amendments to the Tenneco Automotive Inc.
Supplemental Executive Retirement Plan ("SERP"), Key Executive Pension Plan ("KEPP") and Deferred
Compensation Plan ("DC Plan"). As a result of the passage of the American Jobs Creation Act of 2004 and its
creation of Internal Revenue Code Section 409A, the company wanted to ensure that its nonqualified deferred
compensation plans met the requirements of Section 409A. To effect this compliance, the company amended the
SERP, KEPP and DC Plan to "freeze" these plans with respect to participation, contributions and deferrals as of
December 31, 2004.
At the same time, the company adopted the Tenneco Automotive Inc. Supplemental Retirement Plan,
Supplemental Pension Plan for Management and Incentive Deferral Plan to provide substantially similar benefits
as those provided under the SERP, KEPP and DC Plan, respectively, for the period commencing on January 1,
2005. The full text of the plans, once finalized, will be filed with the Securities and Exchange Commission. The
approved terms of the plans are summarized below:
Supplemental Retirement Plan
o The Plan is an unfunded plan for the purpose of providing retirement benefits that are equal to retirement
benefits lost under the Company's qualified defined benefit pension plan for salaried employees (the "Retirement
Plan") as a result of the imposition of the limitations contained in the Internal Revenue Code of 1986, as amended
o The Plan will be available only to certain highly compensated employees, as determined by the Company's
o In general, the benefit payable under the Plan to a participant or his or her benefiaries will be equal to the
excess, if any, of (a) over
(b), where (a) is the benefit that would be paid under the Retirement P