exv10w70






Exhibit 10.70




CODE SECTION 409A AMENDMENT

TO

TENNECO INC. EXCESS BENEFIT PLAN




     WHEREAS, Tenneco Inc. (the “Company”) has established the Tenneco Inc. Excess Benefit Plan
(the “Plan”); and



     WHEREAS, amendment of the Plan for compliance with Section 409A of the Internal Revenue Code
of 1986, as amended, and the Treasury regulations issued thereunder now is considered desirable;



     NOW, THEREFORE, by virtue and in exercise of the power reserved to the Company and granted to
the Compensation/Nominating/Governance Committee of Tenneco by Section 6 of the Plan and pursuant
to the authority delegated to the undersigned officer of the Company by resolution of its Board of
Directors, the Plan be and is amended, effective January 1, 2008, in the following particulars:




1. Clause (a) of the first sentence of Section 5.1 of the Plan is hereby
modified by deleting the first sentence in its entirety and substituting the
following:




“A Participant’s ‘Termination Date’ shall mean the date on which the Participant has a
‘separation from service’ under Code Section 409A.”




2. By deleting the second sentence of Section 5.3 in its entirety and
substituting the following:




“Notwithstanding the foregoing or any other provision of the Plan to the contrary, if the
Participant is a “specified employee” (as defined under Code Section 409A) on his
Termination Date, the amount credited to his Account under the Plan shall be paid in a lump
sum cash payment on the earlier to occur of his death or the date that is six months and
one day following his Termination Date.”




3. By adding the following new Section 7:



“SECTION 7




CODE SECTION 409A





     The time or schedule of any payment or amount scheduled to be paid pursuant to the
Plan may not be accelerated, except as otherwise permitted under Code Section 409A and the
guidance and Treasury regulations issued thereunder.




     The Plan and the benefits provided hereunder are intended to comply with Code Section
409A and the guidance and Treasury regulations issued thereunder, to the extent applicable
thereto. Notwithstanding any provision of the Plan to the contrary, the Plan shall be
interpreted and construed consistent with this intent.



 









 






Notwithstanding the foregoing, the Employer shall not be required to assume any
increased economic burden in connection therewith. Although the Employer and the
Administrative Committee intend to administer the Plan so that it will comply with the
requirements of Code Section 409A, neither the Employer nor the Administrative Committee
represents or warrants that the Plan will comply with Code Section 409A or any other
provision of federal, state, local, or non-United States law. Neither the Employer, its
subsidiaries, nor their respective directors, officers, employees or advisers shall be
liable to any Participant (or any other individual claiming a benefit through the
Participant) for any tax, interest, or penalties the Participant might owe as a result of
participation in the Plan, and the Employer and its subsidiaries shall have no obligation
to indemnify or otherwise protect any Participant from the obligation to pay any taxes
pursuant to Code Section 409A.”




IN WITNESS WHEREOF, the Company has caused this amendment to
be executed by its duly authorized officer this 24th day of December, 2008.



	 	 	 	 	 	 	 
	 	 	Tenneco Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Richard
P. Schneider 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	Senior Vice
President — Global Administration