exv10w56



 





Exhibit-10.56




First Amendment to the

Tenneco Inc. Supplemental Pension Plan for Management




     WHEREAS, Tenneco Inc. (previously known as Tenneco Automotive Inc.) (the “Company”)
maintains the Tenneco Inc. Supplemental Pension Plan for Management (formerly known as Tenneco
Automotive Inc. Supplemental Pension Plan for Management) (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 as set forth herein is effective as of 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 adding the following new Supplement A to the Plan immediately after Appendix A thereof:




“Supplement A

to the

Tenneco Inc. Supplemental Pension Plan for Management




	 	 	 
	Application

	 	A-1. This Supplement A to the Tenneco Inc. Supplemental
Pension Plan for Management (the ‘Plan’) shall apply as of
January 1, 2007 to the benefits of Participants Timothy
Donovan and Timothy Jackson (each a ‘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 Participants shall not be
frozen as of December 31, 2006 and the Supplement A
Participants shall continue as Participants 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 each 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:







	 	(a)	 	the applicable percentage for
purposes of paragraph 3(a) of the Plan shall be ‘3.6%’ rather
than ‘4%’; and
	 
	 	(b)	 	the amount determined under
paragraph 3(a) of the Plan shall not exceed 47.5% of the
Supplement A Participant’s Compensation (rather than 50%).





	 	 	 
	Benefit Offset

	 	A-5. The Plan Benefit of a 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 any 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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