exv10w71





Exhibit 10.71


CODE SECTION 409A AMENDMENT

TO

TENNECO INC. SUPPLEMENTAL RETIREMENT PLAN


     WHEREAS, Tenneco Inc. (the “Company”) has established the Tenneco Inc. Supplemental Retirement
Plan (also referred to as the “SERP,” 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 the Company’s Board of Directors by Section 11
of the Plan and pursuant to the authority delegated to the undersigned officer of the Company, the
Plan be and is amended, effective January 1, 2008, in the following particulars:



	 	1.	 	By deleting the first paragraph of Section 4 of the Plan in its entirety and
substituting the following:




“The Plan Benefit shall be paid in a single lump sum payment within 90 days after the
Participant’s separation from service (but in no event prior to the date on which the
Participant attains age 55 and has completed at least 10 years of service with the Company
or age 65 if the Participant has fewer than 10 years of service with the Company upon his
separation from service).”



	 	2.	 	By adding the following new Section 12:




“12. Code Section 409A.


(a) The time and form of payment of the Participant’s Plan Benefit as described in Section
4, if any, shall be made in accordance with such Section, provided that with respect to
termination of employment for reasons other than death, the payment at such time can be
characterized as a ‘short-term deferral’ for purposes of Code Section 409A or as otherwise
exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be
so characterized, and the Participant is a ‘specified employee’ under Code Section 409A,
such portion of the payment shall be delayed until the earlier to occur of the
Participant’s death or the date that is six months and one day following the Participant’s
termination of employment (the ‘Delay Period’). Upon the expiration of the Delay Period,
all payments delayed pursuant to this Section 12(a) shall be paid to the Participant in a
lump sum. For purposes of the Plan the terms ‘termination,’ ‘termination of employment’
and variations thereof, as used in the Plan, are intended to mean a termination of
employment that constitutes a ‘separation from service’ under Code Section 409A.


 







 






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




     (c) 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 Company shall not be required to assume any increased economic burden in
connection therewith. Although the Company and the Committee intend to administer the Plan
so that it will comply with the requirements of Code Section 409A, neither the Company nor
the 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
Company, 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 Company 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