TENNECO INC. VALUE ADDED ("TAVA") INCENTIVE COMPENSATION PLAN
SECTION 1. PURPOSES OF THE PLAN.
The purpose of the Plan is to more closely link incentive cash compensation to the creation of stockholder value.
The Plan is intended to foster a culture of performance and ownership, promote employee accountability, and
establish a framework of manageable risks imposed by variable pay. The Plan is also intended to reward long-
term, continuing improvements in stockholder value with an opportunity to participate in a portion of the wealth
created. This Plan amends, restates and continues, effective for the Plan Year beginning January 1, 2006 (the
"Effective Date"), the Plan as in effect immediately prior to the Effective Date.
SECTION 2. DEFINITIONS.
"Actual Improvement" means, as to any Plan Year, the annual change in EVA over the immediately preceding
Plan Year, as determined under Section 5(b)(1) of the Plan, which can be positive or negative.
"Authorized Leave" shall be as defined in Section 6(e).
"Board" means the Board of Directors of the Company.
"Bonus Amount" shall be as defined in Section 6(a).
"Bonus Interval" means the amount of EVA growth or diminution as a variance from Target Improvement that
would either: (i) result in the doubling of the TAVA Target Bonus for EVA performance above Target
Improvement; or (ii) result in the realization of no TAVA Target Bonus for EVA performance below Target
"Bonus Reserve Account" means the Bonus Reserve Account established for each Participant under the Plan as
in effect prior to the Effective Date. The Bonus Reserve Accounts under the Plan are book entry accounts only.
"Capital Charge" means the Cost of Capital multiplied by the Company's aggregate capital, as determined by the
"Cause" means the Participant's (i) commission of an act of fraud, embezzlement or theft in connection with the
Participant's employment, (ii) commission of intentional wrongful damage to property of the Company or a