exv10w66







Exhibit 10.66




AMENDMENT NO. 2

TO

TENNECO AUTOMOTIVE INC. CHANGE IN CONTROL

SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES




     WHEREAS, Tenneco Inc. (the “Company”) has established the Tenneco Automotive Inc. Change in
Control Severance Benefit Plan for Key Executives (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 by Section 8 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.	 	By adding the following two paragraphs as new paragraphs K. and L.,
respectively, to Section 1, by redesignating the prior paragraphs K. and L. as
paragraphs M. and N. of Section 1 and by redesignating the subsequent paragraphs of
Section 1 appropriately:






“K. ‘Section 409A’ means Section 409A of the Internal Revenue Code and Treasury regulations
promulgated thereunder (and any successor federal or state statute or regulations).




L. ‘Separation’ and the terms ‘separation from service,’ ‘termination,’ ‘termination of
employment,’ ‘discharge from employment’ and variations thereof, as used in the Plan, are
intended to mean a separation from service or termination of employment that constitutes a
‘separation from service’ under Section 409A.”




	 	2.	 	By deleting paragraph C. of Section 3 in its entirety and substituting the
following:






“All deferred compensation (and earnings accrued thereon) credited to the account of a Key
Executive under any deferred compensation plan, program or arrangement of the Tenneco
Companies shall be paid to such Key Executive pursuant to and in accordance with the terms
of such plan, program or arrangement.”




	 	3.	 	By deleting paragraph G. of Section 3 in its entirety and substituting the
following:




 









 












	 	“The Company shall provide each Key Executive with reasonable outplacement services
consistent with past practices of the Company with respect to officers at such level prior
to the Change in Control. The Company shall pay, or shall reimburse the Key Executive for,
the costs and expenses of such outplacement services prior to the end of the second
calendar year following the calendar year in which the Key Executive’s employment
terminates.”






	 	4.	 	By deleting paragraph H. of Section 3 in its entirety and substituting the
following:






“Subject to Section 15, if a Key Executive receives other cash severance benefits from
Tenneco Companies, the amount of severance benefit to which the Key Executive is entitled
under Section 3(A) or (B) above shall be considered to be satisfied to the extent of such
other cash severance payment.”




	 	5.	 	By adding the following new sentence at the end of the clause (ii) of Section
4:






“Notwithstanding anything to the contrary in this clause (ii), the time or schedule of any
payment of any Performance Units, Stock Equivalent Units or Dividend Equivalents may not be
accelerated except as otherwise permitted under Section 409A.”




	 	6.	 	By deleting Section 5 in its entirety and substituting the following:
	 
	 	“5.	 	 Method of Payment.






	 	A.	 	The Company shall pay, or cause to be paid, the cash
severance benefits under the Plan to the Key Executive in a single cash sum
within 30 days following the later of the Key Executive’s separation from
service as an employee with the Tenneco Companies and submission of a claim as
required by Section 12 of the Plan, provided that the payment at such time can
be characterized as a ‘short-term deferral’ for purposes of Section 409A or as
otherwise exempt from the provisions of Section 409A, or if any portion of the
payment cannot be so characterized, and the Key Executive is a ‘specified
employee’ under Section 409A, such portion of the payment shall be delayed
until the earlier to occur of the Key Executive’s death or the date that is
six months and one day following the Key Executive’s separation from service.
Except for withholdings required by law to satisfy local, state, federal and
foreign tax withholding requirements, and except as otherwise provided in
Section 3(H) above, no offset nor any other reduction shall be taken in paying
such benefit.




 









 












	 	B.	 	Reimbursement of expenses incurred by the Key Executive
pursuant to Section 3(F) shall be made promptly and in no event later than
December 31 of the year following the year in which such expenses were
incurred, and the amount of expenses eligible for reimbursement, or in-kind
benefits provided, in any year shall not affect the amount of expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other
year, except for any limit on the amount of expenses that may be reimbursed under an
arrangement described in Section 105(b) of the Internal Revenue Code. If
the Key Executive is a ‘specified employee’ under Section 409A, the full
cost of the continuation or provision of life and disability plan
coverages (but not health plan coverages) under Section 3(F) shall be paid
by the Key Executive until the earlier to occur of the Key Executive’s
death or the date that is six months and one day following the Key
Executive’s separation from service, and such cost shall be reimbursed by
the Company to, or on behalf of, the Key Executive in a lump sum cash
payment on the earlier to occur of the Key Executive’s death or the date
that is six months and one day following the Key Executive’s separation
from service.”






	 	7.	 	By adding the following new paragraph to the end of Section 6:






“Notwithstanding anything to the contrary in the foregoing provisions of this Section 6,
the payment of the Gross-Up Payment shall be made no later than two and one-half months
after the end of the calendar year in which the right to such payment is no longer subject
to a ‘substantial risk of forfeiture’ (as such term is described under Section 409A);
except if the Gross-Up Payment is a ‘deferral of compensation’ (as such term is described
under Section 409A), then the following provisions of this paragraph shall apply. If the
Gross-Up Payment is a deferral of compensation, (i) payment of the portion of the Gross-Up
Payment that is taxes shall not be made later than December 31 of the year next following
the year in which the Excise Tax is remitted to the taxing authority; and (ii) payment of
the portion of the Gross-Up Payment that is interest or penalties incurred by the Key
Executive with respect to such taxes shall not be made later than December 31 of the year
next following the year in which the Key Executive incurs such interest or penalties, as
applicable. If the Gross-Up Payment is a deferral of compensation, the amount of interest
and penalties eligible for payment or reimbursement in any year shall not affect the amount
of such interest and penalties eligible for payment or reimbursement in any other year, nor
shall such right to payment or reimbursement be subject to liquidation or exchange for
another benefit. Notwithstanding the foregoing provisions of this paragraph that are
applicable to deferrals of compensation, if (i) the Gross-Up Payment is a deferral of
compensation, (ii) the Key Executive is a ‘specified employee’ under Section 409A upon the
Key Executive’s separation from service, and (iii) all or any portion of the Gross-Up
Payment is considered made upon the Key Executive’s separation from service, the portion of
the Gross-Up Payment which



 









 






is considered made upon the Key Executive’s separation from
service shall not be made until the earlier to occur of the Key Executive’s death or the
date that is six months and one day following the Key Executive’s separation from service.”




	 	8.	 	By deleting the first paragraph of paragraph B. of Section 12 in its entirety
and substituting the following:






“B. Denial of Claim. If a Key Executive has made a claim for benefits under this
Plan and any portion of the claim is denied, the Plan Administrator will furnish the Key
Executive with a written notice stating the specific reasons for the denial, specific
reference to pertinent Plan provisions upon which the denial was based, a description of
any additional information or material necessary to perfect the claim, an explanation of
why such information or material is necessary, and a description of the Plan’s appeal
procedures and time frames, including a statement of the Key Executive’s right to bring a
civil action following an adverse decision on appeal.”




	 	9.	 	By adding the following language at the end of the second paragraph of
paragraph C. of Section 12:






“The written notice will also contain a statement that the Key Executive is entitled to
receive, upon request and free of charge, reasonable access to and copies of all documents,
records, and other information relevant to his or her claim. The Plan Administrator will
also include in the notice a statement describing any voluntary appeal procedures offered
by the Plan and the Key Executive’s right to obtain information about such procedures, and
a statement of the Key Executive’s right to bring an action under the Employee Retirement
Income Security Act of 1974, as amended.”




	 	10.	 	By adding the following new sentences at the end of Section 13:






“If the prevailing party is the Key Executive, the payment or reimbursement of legal fees
and costs shall be made no later than two and one-half months after the end of the calendar
year in which the right to such payment or reimbursement is no longer subject to a
‘substantial risk of forfeiture’ (as such term is described under Code Section 409A);
except if the payment or reimbursement of legal fees and costs is a ‘deferral of
compensation’ (as such term is described under Code Section 409A), payment or reimbursement
of such expenses shall be made promptly and in no event later than December 31 of the year
following the year in which such expenses were incurred, and the amount of such expenses
eligible for payment or reimbursement in any year shall not affect the amount of such
expenses eligible for payment or reimbursement in any other year, nor shall such right to
payment or reimbursement be subject to liquidation or exchange for another benefit.
Notwithstanding the foregoing sentence, if the payment or reimbursement of legal fees and
costs is a deferral of compensation and the Key Executive is a ‘specified employee’ under
Code Section 409A upon the Key



 









 






Executive’s separation from service, payment or
reimbursement of any legal fees and costs shall not be made until the earlier to occur of
the Key Executive’s death or the date that is six months and one day following the Key
Executive’s separation from service.”




	 	11.	 	By adding the following new Section 15:






	 	“15.	 	Prohibition on Acceleration of Payments. The time or schedule of any
payment or amount scheduled to be paid pursuant to the terms of the Plan may not be
accelerated except as otherwise permitted under Section 409A.”






	 	12.	 	By adding the following new Section 16:






	 	“16.	 	Section 409A. The Plan and the benefits provided hereunder are
intended to comply with Section 409A 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 Tenneco Companies shall not be required to assume any increased economic burden in
connection therewith. Although the Company intends to administer the Plan so that it
will comply with the requirements of Code Section 409A, the Company does not represent
or warrant that the Plan will comply with Code Section 409A or any other provision of
federal, state, local, or non-United States law. Neither the Company, its
subsidiaries, nor their respective directors, officers, employees or advisers shall be
liable to any Key Executive (or any other individual claiming a benefit through the
Key Executive) for any tax, interest, or penalties the Key Executive may owe as a
result of participation in the Plan, and the Company and its subsidiaries shall have
no obligation to indemnify or otherwise protect any Key Executive 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