SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Generally Effective as of January 1, 1997)
The Tenneco Inc. Supplemental Executive Retirement Plan (the "Plan") is maintained by Tenneco Inc. (the
"Company") as an unfunded plan for the purpose of providing retirement benefits with respect to certain
employees that are equal to retirement benefits lost under the Tenneco Inc. Retirement Plan (the "Retirement
Plan" or the "TRP") as a result of the imposition of the limitations contained in the Internal Revenue Code of
1986, as amended (the "Code"). The portion of the Plan that provides for benefits limited by Code Section 415
is maintained as an "excess benefit plan" as described in Section 3(36) of the Employee Retirement Income
Security Act of 1974 as amended ("ERISA"). The other benefits provided for under the Plan are only available to
a "select group of management or highly compensated employees" as determined by the Tenneco Benefits
Committee, and the portion of the Plan providing such benefits is intended to satisfy the ERISA exemption
requirements for a plan limited to such a group.
1. Effective Date
The effective date of this amendment and restatement of the Plan is January 1, 1997. The benefit entitlement, if
any, under the Plan or under the Tenneco Inc. Benefit Equalization Plan (the "BEP"), which has been merged into
this Plan, of any person who separated from service prior to that date shall be governed by the provisions of the
Plan or the BEP as either was in effect from time to time prior to that date.
An employee shall be eligible for benefits under this Plan if the employee is a participant in the Retirement Plan or
is provided a benefit under Section 11 hereof.
3. Amount of Benefit
The benefit payable under this Plan to a Participant, or to the Participant's Eligible Spouse, Eligible Child(ren),
joint annuitant or other beneficiary(ies), all as determined under the provisions of the Reti