exv10w57



 





Exhibit - 10.57




First Amendment to the

Tenneco Inc. Supplemental Retirement Plan




     WHEREAS, Tenneco Inc. (previously known as Tenneco Automotive Inc.) (the “Company”)
maintains the Tenneco Inc. Supplemental Retirement Plan (formerly known as Tenneco Automotive Inc.
Supplemental Retirement Plan) (the “Plan”); and



     WHEREAS, the Compensation/Nominating/Governance Committee of the Board of Directors of the
Company has approved amendments to the Plan and has authorized and directed the officers of the
Company to prepare and execute an amendment to the Plan to reflect the amendments approved by the
Committee;



     NOW, THEREFORE, pursuant to the authority granted to the undersigned officer, the Plan is
hereby amended, all effective as of December 31, 2006, in the following particulars:




	1.	 	By substituting the following for Section 1 of the Plan:
	 
	“1.	 	 Effective Date, Supplements and Special Provisions.





     The Plan is a new plan established effective January 1, 2005 (the ‘Effective Date’).
The provisions of the Plan as applied to any group of Participants (as defined in Section 2), may
be modified or supplemented from time to time by the adoption of one or more Supplements. Each
Supplement shall form a part of the Plan as of the Supplement’s effective date. In the event of
any inconsistency between a Supplement and the Plan document, the terms of the Supplement shall
govern. Notwithstanding any other provision of the Plan, other than as provided in a Supplement,
all benefit accruals under the Plan are hereby frozen effective as of December 31, 2006, no person
shall become a Participant in the Plan after December 31, 2006, no compensation or service (for
purposes of benefit accrual) for periods after December 31, 2006 shall be taken into account under
the Plan, and no person shall accrue any additional benefits under the Plan after December 31,
2006.”




	2.	 	By deleting Section 12 of the Plan.
	 
	3.	 	By adding the following new Supplement A to the Plan:





“Supplement A

to the

Tenneco Inc. Supplemental Retirement Plan




	 	 	 
	Application

	 	A-1. This Supplement A to the Tenneco Inc. Supplemental
Retirement Plan (the ‘Plan’) shall apply as of January 1,
2007 to the benefits of Participant Hari Nair (the
‘Supplement A Participant’).
	 
	 	 
	Definitions

	 	A-2. Unless the context clearly implies or indicates the
contrary, a word, term or phrase used or defined in the
Plan is similarly used or defined for purposes of this
Supplement A.






 









 






	 	 	 
	Benefit Accrual

	 	A-3. Notwithstanding the provisions of the Plan, the
benefits of the Supplement A Participant shall not be
frozen as of December 31, 2006 and the Supplement A
Participant shall continue as a Participant in the Plan
and shall continue to accrue benefits under the Plan for
periods thereafter subject to the terms of this Supplement
A.
	 
	 	 
	Plan Benefit

	 	A-4. The Plan Benefit of the Supplement A Participant
with respect to benefits accrued after December 31, 2006,
shall be determined in accordance with the provisions of
Section 3 of the Plan; provided, however, that the rate at
which the Supplement A Participant accrues benefits under
Section 3 shall be equal to 1.402% of Final Average
Compensation per Year of Service earned after December 31,
2006.
	 
	 	 
	Benefit Offset

	 	A-5. The Plan Benefit of the Supplement A Participant,
determined in accordance with the Plan and as modified by
the provisions of Section A-4, shall be reduced by the
actuarial equivalent value (determined in accordance with
the assumptions set forth in Section 4 of the Plan) of any
amounts paid to the employee in respect of DB Replacement
Contributions. For purposes of this Supplement A, ‘DB
Replacement Contributions’ with respect to the Supplement
A Participant means the contributions (and income,
earnings, losses, appreciation and depreciation
attributable thereto) allocated to his DB Replacement
Contribution Account (i) under the Tenneco Employee Stock
Ownership Plan for Salaried Employees or the Tenneco
Employee Stock Ownership Plan for Hourly Employees (or any
successors thereto) or (ii) under the unfunded
non-qualified defined contribution plan established by the
Company effective as of January 1, 2007 for employees who
have a salary grade designation of EICP1 or higher (or any
successor thereto).”






     IN WITNESS WHEREOF, the Company has caused the Plan to be amended as set forth herein by its
authorized officer.



	 	 	 	 	 	 	 
	 	 	TENNECO INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 






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