1996 TENNECO INC. STOCK OWNERSHIP PLAN
The purpose of the Plan is to promote the long-term success of the Company for the benefit of shareholders by
encouraging its directors, officers and key employees to have meaningful investments in the Company so that, as
stockholders themselves, those individuals will be more likely to represent the views and interest of other
stockholders and by providing incentives to such directors, officers and key employees for continued service. The
Company believes that the possibility of participation under the Plan will provide this group of directors, officers
and employees an incentive to perform more effectively and will assist the Company in attracting and retaining
people of outstanding training, experience and ability.
"Authorized Plan Shares" has the meaning set forth in Section 6(a).
"Award" means an award or grant made to a Participant under Section 8.
"Award Agreement" means the agreement provided in connection with an Award under Section 12.
"Award Date" means the date that an Award is made, as specified in an Award Agreement.
"Board of Directors" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, or any successor legislation.
"Company" means Tenneco Inc.
"Committee" means the Compensation and Benefits Committee of the Board of Directors, or any successor
"Common Stock" means the Company's common stock, $.01 par value per share.
"Covered Employees" shall have the meaning specified in Section 162(m)(3) of the Code.
"Dividend Equivalent" means an amount equal to the amount of the cash dividends that are declared and become
payable after the Award Date for the Award to which it relates and on or before the Settlement Date for such
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" on any date means the average of the highest and the lowest sales prices of a share