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                                                                   Exhibit 10.43















                             TENNECO AUTOMOTIVE INC.
                          SUPPLEMENTAL RETIREMENT PLAN

                                      [SRP]



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              Tenneco Automotive Inc. Supplemental Retirement Plan

         The Tenneco Automotive Inc. Supplemental Retirement Plan (the "Plan")
is hereby established by Tenneco Automotive Inc. (the "Company") effective
January 1, 2005. The Plan is an unfunded plan for the purpose of providing
retirement benefits with respect to certain employees that are equal to
retirement benefits lost under the Tenneco Automotive Inc. Retirement Plan for
Salaried Employees (the "Retirement Plan") as a result of the imposition of the
limitations contained in the Internal Revenue Code of 1986, as amended (the
"Code"). The portion of the Plan that provides for benefits limited by Code
Section 415 is maintained as an "excess benefit plan" as described in Section
3(36) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The other benefits provided for under the Plan are only available to
a "select group of management or highly compensated employees" as determined by
the Compensation/Nominating/Governance Committee of the Board of Directors of
the Company (the "Committee"), and the portion of the Plan providing such
benefits is intended to satisfy the ERISA exemption requirements for a plan
limited to such group. Capitalized terms not defined herein shall have the
meaning ascribed to such term in the Retirement Plan.

1.       Effective Date.

         The Plan is a new plan established effective January 1, 2005 (the
         "Effective Date").

2.       Eligibility.

         An employee shall be a "Participant" in this Plan if the employee is a
         participant in the Retirement Plan or is provided a benefit under
         Section 12 hereof.

3.       Amount of Benefit.

         The benefit payable under the Plan to a Participant, or the
         Participant's Eligible Spouse, Eligible Child(ren) or other eligible
         beneficiary(ies), all as determined under the provisions of the
         Retirement Plan (the "Plan Benefit"), shall equal the excess, if any,
         of (a) over (b) where:

         (a) is the benefit that would be paid under the Retirement Plan if the
         provisions of the Retirement Plan were administered without regard to
         the limitations imposed by the Code and, only with respect to
         Participants who, at any time, were executive incentive level
         participants in the Company's Value Added "TAVA" Incentive Compensation
         Plan (the "TAVA Plan"), if Final Average Compensation, as computed
         under the Retirement Plan, were determined on the basis of compensation
         paid during the three calendar years (of the five calendar year period
         ending no later than the calendar year immediately preceding his or her
         termination or retirement) for which such compensation is the highest,
         and increased by the quotient of (i) the total of the cash bonuses, as
         defined below, paid to the Participant in the three calendar years
         (during the same five calendar year period ending no later than the
         calendar year immediately preceding his or her termination or
         retirement) for which such total is the highest, divided by (ii) three
         or such lesser number of calendar years (included in such period) in
         which such bonuses were paid to the


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         Participant; provided, that the calendar year including his or her
         termination or retirement shall be included if such event follows the
         payment of regular bonuses for that year; and provided, that bonuses
         and salary, respectively, deferred at the election of the Participant
         shall be counted only in the year that they would have been paid
         absent such election, and provided, further, that the foregoing
         language shall be applied to count bonuses which relate to a calendar
         year as paid in that year, for example, 2005 bonuses will be counted
         in 2005 notwithstanding the fact that they are actually paid in 2006;
         and

         (b) is the total benefit that is payable under the Retirement Plan,
         the Tenneco Retirement Plan (and any successor thereto) and the
         Tenneco Automotive Inc. Supplemental Executive Retirement Plan.

         Notwithstanding the foregoing, if, except as otherwise provided in
         writing, an employee is granted credit for purposes of benefit accrual
         under the Retirement Plan for service rendered prior to the time that
         the employee became a participant in the Retirement Plan, such employee
         shall be credited with such service under this Plan only if and to the
         extent determined by the Committee. Unless otherwise provided in
         writing, no benefit shall be payable under the Plan unless a benefit
         also is payable under the Retirement Plan.

         Cash bonus means only cash bonuses paid under the TAVA Plan and other
         cash bonuses as the Committee determines.

4.       Form of Benefit.

         The Plan Benefit shall be in the form of a single lump sum payment and
         shall be payable as soon as practicable after the Participant's
         separation of service; provided, however, that with respect to any
         Participant who is a "key employee" as defined by Section
         409A(a)(2)(B)(i) of the Code, payment of the Plan Benefit shall be made
         no earlier than six months from Participant's separation of service
         with the Company.

         The actuarial factors set forth in the Retirement Plan shall be used to
         compute Plan Benefits, provided that, for purposes of a lump sum
         payment, the interest rate used shall be the annual rate of interest on
         30 year Treasury securities as specified by the IRS for the second
         calendar month preceding the first day of the plan year during which
         the annuity starting date occurs, and the applicable mortality table
         described in Rev. Rul. 95-6, 1995-1 C.B. (page 80), or in such other
         formal guidance as may be issued from time to time by the IRS.

5.       Termination of Participation in 2005.

         If a Participant separates from service with the Company in 2005, such
         Participant may elect, in a writing filed with the Committee, to
         terminate his/her participation in the Plan for 2005. Any amounts would
         be payable to the Participant and subject to immediate taxation.


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6.       Unfunded Plan.

         The Plan shall be maintained as an unfunded non-qualified deferred
         compensation plan. All benefits under this Plan shall be payable from
         the general assets of the Company. No person shall be entitled to
         receive any benefits under this Plan from the funds of the Retirement
         Plan.

7.       No Assignment.

         No benefit under this Plan shall be assignable or alienable or
         subjected, by attachment or otherwise, to the claims of creditors of
         any person.

8.       No Guarantee of Employment.

         This Plan shall not be construed to give any Participant the right to
         be retained in the employment of the Company or any of its affiliates.

9.       Operation and Administration.

         This Plan shall be operated under the direction of and administration
         of the Committee.

         The Committee shall have the 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.

         The Committee's decision in all matters involving the interpretation
         and application of this Plan shall be final and binding. The Committee
         shall establish a claims procedure which consistent with the claims
         procedures employed under the Retirement Plan.

10.      Governing Law.

         To the extent not preempted by federal law, this Plan shall be
         construed, administered and enforced in accordance with the laws of the
         State of Illinois.

11.      Amendment and Discontinuance.

         The Company reserves the right, by action of the Committee, to amend or
         discontinue the Plan. However, no such amendment or discontinuance
         shall impair or adversely affect any benefits accrued under this Plan
         as of the date of such action.


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12.      Special Appendix.

         The Company may from time to time determine to provide certain persons
         additional supplemental pension benefits, which may be reflected in a
         Special Appendix hereto or in such other document as the Company shall
         determine. References in a Special Appendix or such other document to
         the "Plan" are to this Plan.


IN WITNESS WHEREOF, the Company has cause this Plan to be executed on its behalf
by the respective officers thereunder duly authorized, as of the Effective Date.


                                                   TENNECO AUTOMOTIVE INC.


                                                   /s/ RICHARD P. SCHNEIDER
                                                   ------------------------

                                                   By: Richard P. Schneider

                                                   Its: Senior Vice President,
                                                        Global Administration