Tenneco Inc., Tenneco Management Company and Tenneco Packaging Inc. (collectively, the "Company") on the
one hand and Paul T. Stecko (the "Employee") on the other hereby agree to the following terms and conditions
regarding Employee's separation from service with the Company to assume the position of Chairman of the
Board and Chief Executive Officer of Packaging Corporation of America ("PCA"):
1. Employee's employment with Company shall terminate of the date of the contribution of the Containerboard
Business to PCA. Effective upon such termination, Employee hereby resigns any and all positions which he held
previously with the Company and its affiliates, including without limitation employee benefit plans and trusts
sponsored by the Company, except his position as a director of Tenneco Inc.
2. The amounts specified below shall be deemed to be in full satisfaction of any obligation which the Company
has or may have to Employee under the letter agreement between the Employee and the Company dated
December 3, 1993 and any other rights which the Employee has as an employee of the Company, except: (i) the
Employee's accrued benefits under plans maintained by the Company which are qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended; and (ii) the Employee's account in the Tenneco Inc. Deferred
Compensation Plan which will be transferred to an equivalent plan maintained by PCA.
3. The amount specified in Section 4c is in full and final payment of all amounts due Employee under the Tenneco
Inc. Supplemental Executive Retirement Plan (the "SERP") and the Stecko Special Appendix thereto, and
Employee shall not accrue any additional benefits thereunder with respect to his service with PCA.
4. Company shall pay or cause to be paid to Employee, the following amounts:
a. a severance benefit equal to three times his current annual base salary; and three times target bonus ($1.5
b. a pro rata target bonus for 1999 determin