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                                                                EXHIBIT 10(a)(4)

                  TENNECO INC. 1993 DEFERRED COMPENSATION PLAN

                            (Amended September 1995)

1. Purpose

The purpose of the Tenneco Inc. 1993 Deferred Compensation Plan (the "Plan"} is
to provide to a select group of management or highly compensated employees of
Tenneco Inc. and its subsidiaries and affiliates (hereinafter collectively
referred to as "Tenneco") an opportunity to defer compensation received by them
from Tenneco in accordance with the terms and conditions set forth herein.

2. Adoption and Administration

The Plan shall be adopted by the Board of Directors of Tenneco Inc. and
administered by the Compensation and Benefits Committee of the Tenneco Inc.
Board of Directors (the "Committee"). The Committee shall have sole and complete
authority and discretion to interpret the terms and provisions of the Plan and
to adopt, alter and repeal such administrative rules, regulations and practices
governing the operation of the Plan, and to determine facts under the Plan as it
shall from time to time deem advisable.

3. Eligibility

U.S. paid participants in the Tenneco Inc. Executive Incentive Compensation Plan
shall be eligible to participate in the Plan. 

Such persons shall be collectively referred to as the "Participant" or
"Participants" as the case may be.

4. Election to Defer

  (a) A Participant may elect in writing to defer receipt of all or a specified
portion of his or her bonuses or incentive compensation to be received during a
calendar year. Amounts deferred under this Section 4(a) shall be referred to as
the "Deferred Amounts". Once received by the Committee, an election cannot 
be revoked. 

  (b) Except as provided in this Section 4(b) or in Section 14, the election
must be made prior to September 30 of the calendar year in which the bonus or
incentive compensation will be awarded. A Participant must make a separate
election with respect to each calendar year of participation in the Plan. A new
Participant in the Plan shall have 30 days following his or her notification by
the Committee of his or her eligibility to participate in the Plan to make an
election with respect to bonus or incentive compensation to be awarded within
the calendar year.

  (c) As specified by the Participant in the election to defer, the period of
deferral shall be until the Participant dies, terminates employment with
Tenneco, or until a specific date selected by the Participant in the election to
defer.

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5. Establishment of Deferred Compensation Account

At the time of the Participant's initial election to defer pursuant to Section 4
or 13, the Tenneco company which employs the Participant shall establish a
memorandum account (a "Deferred Compensation Account") for such Participant on
its books. The Deferred Amount shall be credited to the Participant's Deferred
Compensation Account as of the day on which the Participant would otherwise be
entitled to receive the bonus or incentive compensation. Any required
withholding for taxes (e.g. Social Security taxes) on the Deferred Amount shall
be made from other compensation of the Participant. Adjustments as provided in
Section 6 below, shall be made to the Participant's Deferred Compensation
Account.

6. Adjustments to Deferred Amounts

The Committee shall credit the balance in the Participant's Deferred
Compensation Account with an earnings factor. The earnings factor will equal the
amount the Participant's Deferred Compensation Account would have earned if it
had been invested in the investment options listed below. The Participant is
permitted to select the investment option used to determine the earnings factor
and may change the selection at any time. The Participant may choose more than
one investment option in increments of at least one (1) percent. The company
reserves the right to change or amend any of the investment options at any time.

The investment options used to determine the earnings factor are:

  (a) The prime rate of interest as reported by The Chase Manhattan Bank at the
first day of each calendar month.

  (b) Tenneco stock index account -- amount of deferral will be invested in
Tenneco stock equivalent unit account. Any investment in this account will be
measured solely by the performance of the company's common stock (including
dividends that will be reinvested).

  (c) The return for selected Mutual Funds currently offered in the Tenneco Inc.
Thrift Plan:

(1) Fidelity Growth Company Fund
(2) BZW Barklays U.S. Debt Index Fund (Bond)
(3) BZW Barklays Daily Equity Index Fund

Tenneco is under no obligation to acquire or provide any of the investments
designated by a Participant, and any investments actually made by Tenneco will
be made solely in the name of Tenneco and will remain the property of Tenneco.

The crediting of an earnings factor shall occur so long as there is a balance in
the Participant's Deferred Compensation Account regardless of whether the
Participant has terminated employment with Tenneco.

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7. PAYMENT OF DEFERRED AMOUNTS

  (a) Except as otherwise provided in subsections (b), (c) or (d) below, a
Participant's Deferred Amount shall be paid, or commence to be paid, to the
Participant, or the Participant's beneficiary, as soon as practicable after:

(i) the Participant's death,
(ii) the termination of Participant's Tenneco employment, or
(iii)  the date specified in the election made by the Participant.

In the event of the Participant's death, payment of the balance in the
Participant's Deferred Compensation Account shall be made, either (i) in a lump
sum or (ii) in a number of annual installments, not to exceed five, as soon as
administratively feasible to the Participant's designated beneficiary, or if
none, to the Participant's estate.
(b) The Participant may elect to receive payment of the balance in his or her
Deferred Compensation Account either (i) in a lump sum upon termination or (ii)
in a single payment at a specified date prior to termination or (iii) in a
number of post termination annual installments, not to exceed five, as the
Participant shall elect. The distribution election must be made at least one
year before the Deferred Amount is payable and must have approval of the
Committee. If no election is made, a lump sum payment will be made upon a
Participant's termination.
(c) A Participant will receive the balance in the Deferred Compensation Account,
in a lump sum, upon the occurrence of a Change in Control of his or her
employing Tenneco company, or of Tenneco Inc. The term "Change in Control" shall
mean a Change in Control as defined in the Tenneco Inc. Retirement Plan for
Tenneco Inc., or in the case of a change in control of the Participant's
employing company, as defined in the Tenneco Inc. Retirement Plan with the name
of the employing company substituted in the definition for Tenneco Inc.
(d) Anything contained in this Section to the contrary not withstanding, in
the event a Participant incurs a severe financial hardship, the Committee, in
its sole discretion and upon written application of such Participant, may direct
immediate payment of all or a portion of the then current value of such
Participant's Deferred Compensation Account; provided that such payment shall in
no event exceed the amount necessary to alleviate such financial hardship; and
provided further that in the case of such payment, the Participant's Deferred
Compensation Account shall be reduced by 110% of the amount of such payment.

8. PARTICIPANT REPORTS

The Committee shall provide a statement to the Participant quarterly concerning
the status of his or her Deferred Compensation Account.

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9. TRANSFERABILITY OF INTERESTS

During the period of deferral, all Deferred Amounts shall be considered as
general assets of the Tenneco companies which employ or have employed the
Participant for use as they deem necessary and shall be subject to the claims of
the companies' creditors. 

The rights and interests of a Participant during the period of deferral shall be
those of a general creditor except that such Participant's rights and interests
may not be reached by the creditors of the Participant or the beneficiary, or
anticipated, assigned, pledged, transferred or otherwise encumbered except in
the event of the death of the Participant, and then only by will or the laws of
descent and distribution.

10. AMENDMENT, SUSPENSION AND TERMINATION

Tenneco Inc. at any time may amend, suspend or terminate the Plan or any portion
thereof in such manner and to such extent as it may deem advisable and in the
best interests of Tenneco. No amendment, suspension and termination shall reduce
the amount then credited to a Participant's Deferred Compensation Account.

11. UNFUNDED OBLIGATION

The Plan shall not be funded; no trust, escrow or other provisions shall be
established to secure payments due under the Plan; and the Plan shall be
regarded as unfunded for purposes of the Employee Retirement Income Security Act
of 1974, as amended, and the Internal Revenue Code. A Participant shall be
treated as a general, unsecured creditor at all times under the Plan, and shall
have no rights to any specific assets of any Tenneco company. All amounts
credited to the memorandum accounts of the Participants will remain general
assets of the respective companies.

12. NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS

Nothing contained herein shall be construed as conferring upon any Participant
the right to continue in the employ of Tenneco. Any compensation deferred and
any payments made under this Plan shall not be included in creditable
compensation in computing benefits under any employee benefit plan of Tenneco
except to the extent expressly provided for therein.

13. DISPUTE RESOLUTION

By participating in this Plan, the Participant agrees that any dispute arising
under the Plan shall be resolved by binding arbitration in Houston, Texas under
the rules of the American Arbitration Association and that there will be no
remedy besides the disputed deferred compensation amount at issue.

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14. EFFECTIVE DATE

The Plan shall be effective on August 1, 1993 if previously approved by the
Board of Directors of Tenneco Inc.; otherwise it shall be effective immediately
after such approval. After such effective date, eligible Participants shall be
permitted to make within 30 days an initial election to defer under Section 4
with respect to the bonus or incentive compensation to be awarded within the
first calendar year of the Plan.

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