TENNECO INC. RABBI TRUST
This Agreement is made this 28th day of August, 1998, by and between Tenneco Inc., a Delaware corporation
(the "Company") and Dana G. Mead, Theodore R. Tetzlaff, Paul T. Stecko and Robert T. Blakely, as trustee
(collectively the "Trustee"), effective as of the date indicated below.
WHEREAS, the Company has adopted the nonqualified deferred compensation plan(s) and supplemental
pension arrangements as listed in Appendix A
(collectively the "Plans" and each a "Plan.")
WHEREAS, the Company wishes to establish a trust (the "Trust") and to contribute to the Trust assets that shall
be held therein, subject to the claims of the Company's creditors in the event of the Company's Insolvency, as
herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified
in the Plan(s);
WHEREAS, it is the intention of the parties that this Trust shall not affect the status of the Plan(s) as an unfunded
plan maintained for the purpose of providing deferred compensation for a select group of management or highly
compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and
WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source
of funds to assist it in the meeting of its liabilities under the Plan(s).
NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held
and disposed of as follows:
1. Establishment Of Trust
(a) The Company hereby initially deposits with the Trustee in trust 1,921,900 shares of Tenneco Inc. common
stock, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as
provided in this Trust Agreement.
(b) Subject to the rules explicitly set forth herein, the Trust hereby established is irrevocable.
(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of su