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                                                                   EXHIBIT 10.15


                                                              September 17, 1999

Robert T. Blakely
89 Valley Drive
Greenwich, CT 06831

     Re:  Release Agreement
          -----------------

Dear Bob:

This Release Agreement ("Agreement") entered into as of the date at the end
hereof is by and between Robert T. Blakely ("Employee") and the employer,
Tenneco Management Company ("Employer" or "Company"), (collectively, the
"Parties").

     The Parties named above agree as follows:

     1.   Your employment with Employer will terminate on or before December 31,
          1999 (the "Termination Date"). Effective as of the Termination Date,
          you will resign all positions which you hold with Tenneco Inc. and its
          subsidiaries and affiliates, except for your position as a trustee of
          the Tenneco Rabbi Trust which you will continue to hold after your
          Termination Date.

     2.   You will be entitled to the following consideration upon the later of
          the Termination Date or the end of the seven-day revocation period
          defined in Paragraph 28, assuming you execute this Agreement, fail to
          revoke it during the seven-day period referred to in Paragraph 28,
          remain in compliance with all of the terms and conditions of this
          Agreement, and further assuming that your spouse executes a separate
          spousal waiver agreement to be tendered to your spouse ("Effective
          Date"):

          -    PAYMENT - You will receive a lump sum payment of $1,266,000.48,
               less applicable tax withholdings and any amounts due the
               Employer, as soon as administratively feasible after the
               Effective Date. This payment shall be in lieu of any other
               payments, wages and benefits including without limitation any
               severance-type payment, except as expressly provided in this
               Agreement. If you fail to execute this Agreement by November 5,
               1999, or revoke or cancel this Agreement during the seven-day
               period referred to


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               in Paragraph 28, Employer shall not be obligated to make this
               lump sum payment to you. If you revoke or cancel the Agreement
               after Employer has made the lump sum payment, you shall be
               obligated to return to Employer all benefits and payments
               provided to you under this Agreement, including but not limited
               to the lump sum payment.

          -    RELOCATION LOAN MODIFICATION - The Employer and you and your
               spouse are parties to a June 13, 1996 Balloon Note (Fixed Rate)
               (the "Note"), which has a current outstanding principal balance
               of $400,000.00. The Employer hereby forgives the full principal
               balance of the Note, and all accrued interest under the Note.
               Accordingly, the Note is hereby canceled. The Employer shall
               deliver to you a release of the mortgage, given by you to the
               Employer securing the Note.

          -    BUSINESS EXPENSES - You will receive a payment for reimbursement
               for any business expenses incurred by you on behalf of the
               Employer that have been submitted for reimbursement in accordance
               with the Employer's normal expense account procedures.

          -    EXECUTIVE INCENTIVE COMPENSATION PLAN - Should the Company
               achieve the performance goals for Executive Incentive
               Compensation Plan ("EICP") payouts, you will receive an adjusted
               EICP Award prorated through the Termination Date. No future
               payments will be made under this Plan.

          -    DEFERRED COMPENSATION - The balance of your Deferred Compensation
               Account will be distributed, as soon as administratively feasible
               after the Effective Date, in accordance with your election under
               the terms of the Plan.

          -    RETIREMENT PLAN VESTING - Since you are a participant in the
               Tenneco Retirement Plan and have completed five years of service
               on the Termination Date, you are 100% vested in your accrued
               benefit under the Tenneco Retirement Plan. For information
               regarding your retirement benefit, call the Benefits Center at
               1-800-444-5578.

          -    EXECUTIVE INCENTIVE COMPENSATION PLAN RETIREMENT BENEFIT - Since
               you are a participant in both the Tenneco Retirement Plan and the
               Executive Incentive Compensation Plan, you are eligible for
               retirement benefits under the Tenneco Inc. Supplemental Executive
               Retirement Plan. For information


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               regarding these supplemental retirement benefits, call the
               Benefits Center at 1-800-444-5578.

          -    ADDITIONAL SERP - Notwithstanding any other provision hereof,
               Employee shall be entitled to the benefits described in the
               document entitled "Blakely Special Appendix to the Tenneco Inc.
               Supplemental Executive Retirement Plan", including without
               limitation, deemed credit for 25 years of service and
               participation.

          -    TENNECO INC. STOCK OPTION PLAN - You can exercise all currently
               exercisable options during the remainder of your employment in
               accordance with provisions of the Plan. Remaining options will
               become exercisable as of the Effective Date. Since you are
               eligible for retirement, your options will remain active for a
               period of ten (10) years following the termination of your
               employment (or the remaining term of the option, if less.) You
               will not be awarded any reload stock options upon the exercise of
               any such options. Except as modified herein, your stock options
               will continue to be subject to the rules of the 1996 Tenneco Inc.
               Stock Ownership Plan as amended from time to time, including
               without limitation, the provisions regarding adjustment and
               amendment of outstanding options which may result in the
               replacement of these options with options on the stock of Tenneco
               Packaging Inc.

          -    TENNECO INC. PERFORMANCE SHARES - Subject to any generally
               applicable earlier earn-out, at the Effective Date, all
               outstanding performance shares awarded under the Stock Ownership
               Plan shall be deemed to have been earned at target and shall be
               paid out in Tenneco Inc. common stock.

          -    TENNECO INC. RESTRICTED STOCK - Subject to any generally
               applicable earlier vesting, your restricted shares awarded under
               the Stock Ownership Plan will vest on the Effective Date and all
               applicable restrictions will lapse. A stock certificate for the
               appropriate number of shares will be delivered to you as soon as
               administratively feasible.

          -    THRIFT PLAN - You are a participant in the Tenneco Thrift Plan
               and contributions to the Tenneco Thrift Plan cease upon the
               termination of your employment. You may then elect to receive a
               final settlement of your account balance, usually within four to
               six weeks following the receipt of


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               your properly completed election forms. You are 100% vested in
               the account. You should contact the Benefits Center for
               information about your Thrift Plan account, including any
               outstanding Thrift Plan loans, and the tax consequences of the
               distribution.

          -    MEDICAL COVERAGE CONTINUATION - If enrolled in the Tenneco
               medical plan at the Termination Date, continued coverage under
               the Tenneco medical plan as it may be amended from time to time
               will be offered to you and your eligible dependents on an
               optional basis with your sharing the cost (after-tax basis) for
               up to twelve (12) months from the Termination Date. You remain
               responsible for any employee contribution required by your
               medical coverage choice. In the event you enroll in a group
               medical plan of a new employer before the end of your
               continuation period, your new coverage will be primary and
               Tenneco medical coverage will be secondary as provided in the
               medical plan.

               Under the regular provisions of the Tenneco medical plan, if at
               the time your Tenneco employment terminates, you have attained
               age 5 5 and 10 years of service after age 45, you will be
               entitled to retiree medical coverage. For information regarding
               your Medical Benefits, call the Benefits Center at
               1-800-444-5578.

          -    DENTAL COVERAGE CONTINUATION - If enrolled in the Tenneco dental
               plan at the Termination Date, coverage under the Tenneco dental
               plan as it may be amended from time to time (or the DMO option
               you have elected) will be offered to you and your eligible
               dependents on an optional basis with your sharing the cost
               (after-tax basis) for up to twelve (12) months from the
               Termination Date. You remain responsible for any employee
               contribution required by your dental coverage choice. In the
               event you enroll in a group dental plan of a new employer before
               the end of your continuation period, your new coverage will be
               primary and Tenneco dental coverage will be secondary as provided
               in the dental plan.

               Under the regular provisions of the Tenneco medical plan, if at
               the time your Tenneco employment terminates, you have attained
               age 55 and 10 years of service after age 45, you will be entitled
               to retiree medical coverage. For information regarding your
               Medical Benefits, call the Benefits Center at 1-800-444-5578.


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Robert T. Blakely
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          -    HEALTH CARE FLEXIBLE SPENDING ACCOUNT - If enrolled in the
               Tenneco health care flexible spending account at the Termination
               Date, you may, under COBRA, continue your coverage choice as it
               may be amended from time to time, completely at your own expense
               (after-tax basis), for eighteen (18) months from the Termination
               Date.

          -    LIFE INSURANCE CONTINUATION - Under the Tenneco basic group life
               insurance plan as it may be amended from time to time, your basic
               life and accidental death and dismemberment (AD&D) coverage will
               continue at Company expense for twelve (12) months from the
               Termination Date. An individual life insurance conversion policy
               may be available following termination of Tenneco life insurance
               coverage. You may not continue your supplemental or dependent
               coverage past the Termination Date.

               Under the regular provisions of the Tenneco basic group life
               insurance plan, if at the time your Tenneco employment
               terminates, you are eligible for an immediately payable
               retirement benefit under the Tenneco Inc. Supplemental Executive
               Retirement Plan, you may be entitled to retiree insurance
               coverage. For information regarding retiree life insurance, call
               the Benefits Center at 1-800-444-5578.

          -    DISABILITY AND ACCIDENT INSURANCE - Your participation in the
               Tenneco Inc. Long Term Disability and Travel Accident Insurance
               Plans ceases upon your termination of employment.

          -    BENEFIT PLANS - Except as set out in this Agreement, the
               provisions of the policies or plan documents will control.

          -    VACATION - If applicable, employer will pay you an amount equal
               to earned and unused vacation for 1999, subject to withholding of
               taxes.

          -    COMPUTER/OFFICE EQUIPMENT - Employer will transfer to you, upon
               your payment of $500.00, ownership of the office equipment as
               identified on Exhibit C, however, no license or other right to
               use any computer software is granted to you by virtue of this
               transfer. Further, no property identified in Exhibit C that is
               leased by the Employer will transfer to you under this Agreement.


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Robert T. Blakely
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     3.   You acknowledge that the aggregate of all benefits set forth in
          Paragraph 2 of this Agreement is greater than the aggregate to which
          you are already entitled. IN ADDITION TO THE OTHER RESTRICTIONS AND
          CONDITIONS SET FORTH IN THIS AGREEMENT AND IN NO WAY IN LIMIT OF THOSE
          OTHER RESTRICTIONS AND CONDITIONS, YOU SHALL NOT BE ENTITLED TO ANY
          RETENTION, SEVERANCE, OR OTHER NON-VESTED BENEFITS SET FORTH IN THIS
          AGREEMENT IN THE EVENT YOU RESIGN YOUR EMPLOYMENT PRIOR TO THE
          TERMINATION DATE. FURTHERMORE, IN THE EVENT THAT YOU TRANSFER TO
          ANOTHER TENNECO COMPANY OR ONE OF ITS AFFILIATES OR SUCCESSORS AS
          DEFINED IN PARAGRAPH 4, YOU SHALL FORFEIT ALL RIGHTS TO ANY RETENTION,
          SEVERANCE OR OTHER NON-VESTED BENEFITS SET FORTH IN THIS AGREEMENT.

     4.   You acknowledge that your employment shall terminate with Employer,
          its direct or indirect subsidiaries, affiliates, parents, and related
          companies or entities, regardless of its or their form of business
          organization, including without limitation the plans described in
          Paragraph 7 (all collectively the "Employer Entities"), on or before
          the Termination Date.

     5.   In exchange for the compensation and benefits described in Paragraph
          2, you release and discharge any and all Employer Entities as defined
          in Paragraph 4 and any and all of their past and present subsidiaries,
          affiliates, parents, related companies, persons and entities,
          directors, employees, officers, agents, partners, insurers, attorneys,
          trustees, administrators and fiduciaries (all collectively the
          "Released Parties") from any and all claims, demands, and causes- of
          action, whether arising in contract, tort or any other theory of
          action, whether arising in law or equity, whether known or unknown,
          accrued or unaccrued, asserted or unasserted, from the effective date
          of this Agreement, except for those obligations created by or arising
          out of this Agreement. You expressly waive the benefit of any statute
          or rule of law which, if applied to this Agreement, would otherwise
          exclude from its binding effect any claim against any Released Party
          not now known by you to exist. Except as necessary for you to enforce
          this Agreement, this Agreement is intended to be a general release
          that extinguishes all claims by you against any Employer Entity.
          Without limiting the generality of this Paragraph, if you commence or
          continue any claim in violation of this Agreement, the Released Party
          shall be entitled to assert this Agreement as a bar to such action or
          proceeding.


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Robert T. Blakely
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     6.   Without in any way limiting the generality of the foregoing, this
          Agreement constitutes a full release and disclaimer of any and all
          claims arising or accruing up to the effective date of this Agreement,
          including but not limited to any claims arising out of or in any way
          connected with or relating to the termination of your employment and
          any claims arising out of or in any way connected with or related to
          your employment with Employer or any other Employer Entity up to the
          effective date of this Agreement. The scope of this waiver includes
          but is not limited to claims arising under 29 U.S.C. (s) 1981, the
          Age Discrimination in Employment Act of 1967 as amended (29 U.S.C. (s)
          621), Title VII of the Civil Rights Act of 1964 as amended, (42
          U.S.C.ss.2000e), the Americans With Disabilities Act (42 U.S.C.
          ss.1210 1), the Worker Adjustment Retraining and Notification Act (29
          U.S.C.ss. 2101), the Family and Medical Leave Act of 1993 (29
          U.S.C.ss.2601), the Connecticut Human Rights and Opportunities Act,
          the Connecticut Family and Medical Leave laws (Conn. Gen. Stat. 31-5 1
          cc to 31-51 gg and Ct. Legis. 96-140, effective January 1, 1997), the
          Texas Human Rights Act, (Tex. Rev. Civ. Stat. Art. 5221k), the
          Illinois Human Rights Act, the Wisconsin Fair Employment Act, the New
          York Human Rights Law, the New York Equal Pay Law, the New York Rights
          of Persons with a Disability Law, the New York Equal Rights Law, the
          National Labor Relations Act, any claims for breach of contract,
          wrongful or retaliatory discharge, tortious action, inaction or
          interference of any sort, and any claim under any other state, local
          or federal statute, regulation or ordinance, or common law cause of
          action.

     7.   It is expressly agreed that the payments described in Paragraph 2 of
          this Agreement are in full and complete satisfaction of any and all
          liabilities or obligations which any Employer Entity, including any
          plan, fund or program sponsored, maintained or contributed to by any
          Employer Entity, has or may have to you under or with respect to any
          employee benefit plan described in Section 3(3) of the Employee
          Retirement Income Security Act of 1974, as amended ("ERISA"), any
          payment or other item excluded from the definition of "employee
          welfare benefit plan", "employee pension benefit plan" or "employee
          benefit plan" under the rules of 29 C.F.R. Section 2510.3-1, 2510.3-2
          or 2510.3-3, as the case may be, and any employee benefit plan
          described in Section 4 of ERISA. It is further agreed that the
          payments described in this Agreement exceed in value anything to which
          you may be already entitled.


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     8.   You represent that you have not assigned or transferred, or purported
          to assign or transfer, to any person or entity, any claim or any
          portion thereof or interest therein against a Released Party.

     9.   You represent that as of the Termination Date, you will have turned
          over to Employer all originals and copies of expense reports, notes,
          memoranda, records, documents, Employer manuals, credit cards, pass
          keys, computers, computer diskettes, office equipment, sales records
          and data, and all other information or property, no matter how
          produced, reproduced or maintained, which you have in your possession
          and pertain to the business of any Employer Entity, including but not
          limited to lists of customers, prices, marketing plans, strategies,
          documents relating to the legal rights and obligations of any Employer
          Entity, the work product of any attorney employed or retained by any
          Employer Entity, and other confidential materials or information
          obtained by you in the course of your employment.

     10.  You acknowledge that the business and services of all Employer
          Entities are highly specialized and that the following information is
          not generally known, is highly confidential and constitutes trade
          secrets: proprietary technical and business information relating to
          any Employer Entity's plans, analysis or strategies concerning
          international or domestic acquisitions, possible acquisitions or new
          ventures; development plans or introduction plans for products or
          services; unannounced products or services; operation costs; pricing
          of products or services; research and development; personnel
          information; manufacturing processes; installation, service and
          distribution procedures and processes; customer lists; any know-how
          relating to the design, manufacture, and marketing of any Employer
          Entity's services and products, including components and parts
          thereof, non-public information acquired by you concerning the
          requirements and specifications of any Employer Entity's agents,
          vendors, contractors, customers and potential customers; non-public
          financial information, business and marketing plans, pricing and price
          lists; non-public matters relating to employee benefit plans;
          quotations or proposals given to agents or customers or received from
          suppliers; documents relating to any Employer Entity's legal rights
          and obligations; the work product of any attorney employed by or
          retained by any Employer Entity; and any other information which is
          sufficiently secret to derive economic value from not being generally
          known.

     11.  You shall maintain in the strictest confidence and will not, directly
          or indirectly, use, intentionally or inadvertently, publish or
          otherwise disclose to any person or entity whatever, any trade
          secrets, or any confidential, proprietary or other non-public


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Robert T. Blakely
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          information of or belonging to any Employer Entity -or any agent,
          joint venturer, contractor, customer, vendor or supplier of any
          Employer Entity (collectively, the "Confidential Information"),
          regardless of its form without the prior written explicit consent of
          Employer. You shall take reasonable precautions to protect the
          inadvertent disclosure of Confidential Information. Your obligations
          under this Agreement with respect to Confidential Information shall
          extend for the period that such information is not generally known
          outside of the relevant Employer Entity for reasons other than
          disclosure or disclosures made by you or on your behalf. All duties
          and obligations set forth in this Agreement shall be in addition to
          those which exist under statute and at common law and shall not negate
          but shall be in addition to or coextensive with those obligations
          arising under any agreements or documents executed by you during your
          employment with Employer. Should you be served with legal process
          seeking to compel disclosure of any such information, you shall notify
          the General Counsel of Employer immediately.

     12.  Paragraphs 10 - 11 hereof shall be deemed to consist of a series of
          separate covenants. Should a determination be made by a court of
          competent jurisdiction that the character, duration, or geographical
          scope of those provisions are unreasonable in light of the
          circumstances as they then exist, then it is the intention and the
          agreement of the Parties that these shall be construed by the court in
          such a manner as to impose only those restrictions on your conduct
          which are reasonable in light of the circumstances as they then exist
          and as are necessary to assure the relevant Employer Entity of their
          intended benefit. If, in any judicial proceeding, a court shall refuse
          to enforce all of the separate covenants because, taken together, they
          are more extensive than necessary to assure the relevant Employer
          Entity of the intended benefit, then it is expressly understood and
          agreed that those of such covenants which, if modified or eliminated,
          would permit the remaining separate covenants to be enforced in such
          proceeding, shall, for the purpose of such proceeding, be deemed
          modified or eliminated in order to enforce the remaining provisions.

     13.  In expansion and not in limitation of Paragraphs 9, 10, and 11,
          hereof, it is specifically provided that among the communications,
          publications and disclosures forbidden or restricted by such
          Paragraphs, are any such communications, publications or disclosures
          by means of electronic, computer, print or other media, including
          without limitation, any use of the Internet, chat rooms, bulletin
          boards web sites, etc.


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Robert T. Blakely
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          You hereby agree that Employer would suffer significant damages, which
          would be difficult to completely quantify in the event you or any
          Affiliate breached the provisions of Paragraphs 9, 10, or 11 of this
          Agreement. You acknowledge that any violation of any such Paragraphs
          by you or by an Affiliate shall be treated as a material breach and
          that you shall pay to Employer either $50,000 in total liquidated
          damages, or, alternatively, the actual damages suffered by Employer as
          a result of the breach if Employer is able to adequately establish
          that actual total damages exceeded $50,000. You hereby acknowledge and
          agree that as of the September 17, 1999, $50,000 represents a
          reasonable estimate of the minimum damages that Employer can be
          expected to incur as a result of any such breach.

     14.  Nothing in this Agreement shall be construed as an admission of any
          wrongdoing by any person or entity.

     15.  The Parties agree to cooperate fully and to execute any and all
          supplementary documents and to take all additional actions that may be
          necessary or appropriate to give full force to the terms and intent of
          this Agreement that are not inconsistent with its terms.

     16.  You shall provide thorough and accurate information and testimony
          voluntarily to or on behalf of any Employer Entity, regarding any
          investigation or court case initiated by or against any Employer
          Entity or by any government agency, but you agree not to disclose or
          to discuss with anyone who is not directing or assisting in any
          Employer Entity investigation or case, other than your attorney, the
          fact of or the subject matter of any investigation, except as required
          by law. You will cooperate with the Employer Entity and promptly
          provide such information. If the Employer Entity requests information,
          it will attempt to work with you to arrange times that reasonably
          accommodate you, and will reimburse you for commuting, parking or
          other similar expenses and, to the extent permitted by law, will
          reasonably compensate you for any significant imposition on your time
          by the request.

     17.  You acknowledge that any employment or contractual relationship
          between you and any and all Employer Entities, including but not
          limited to the Employer, will terminate by virtue of this Agreement on
          or before the Termination Date. In consideration of this Agreement,
          you waive any and all employment rights that you now have with any
          Employer Entity, except as otherwise expressly provided in this
          Agreement. You agree not to seek reinstatement, reemployment, or
          future employment as a new employee, and no Employer Entity has an
          obligation,


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Robert T. Blakely
Page 11


          contractual or otherwise, to employ or reemploy, hire or rehire, or
          recall or reinstate you in the future.

     18.  You agree to keep confidential the terms, conditions, and amounts set
          forth in this Agreement and not to disclose any information relating
          to this Agreement to any employee or former employee of any Employer
          Entity except as required by law, or a court of competent
          jurisdiction.

     19.  It is further agreed that if any provision of this Agreement
          contravenes the law of any state or jurisdiction where this Agreement
          is to be performed or enforced, such provision shall be deemed not to
          be a part of this Agreement, and the other provisions of this
          Agreement, shall remain in full force and effect.

     20.  The failure of the Employer to exercise any rights under this
          Agreement upon any breach or threatened breach by you shall not
          constitute a waiver of any rights arising by reason of other or
          similar breaches.

     21.  You shall have no right of assignment or transfer of any rights herein
          or any sums that may accrue to you hereunder, nor shall any creditor
          or other claimant have any right to assert any interest in or right to
          receive such sums either by voluntary or involuntary act on their
          part, by any writ or garnishment or attachment or otherwise.

     22.  The rights and obligations of the Parties shall be construed and
          enforced in accordance with, and governed by, the laws of the State of
          Connecticut without regard to that or any other state's rules
          regarding conflict of laws. The language of all parts of this
          Agreement shall in all cases be construed as a whole, according to its
          fair meaning and not strictly for or against any of the Parties.

     23.  This Agreement shall be binding upon and inure to the benefit of the
          respective successors, heirs, assigns, administrators, executors and
          legal representatives of the Parties and other entities described in
          this Agreement.

     24.  You warrant that no promise or inducement to enter into this Agreement
          has been offered or made except as set forth in this Agreement, that
          you are entering into this Agreement without any threat or coercion
          and without reliance on any statement or representation made on behalf
          of any Employer Entity or by any person employed by or representing
          any Employer Entity, except for the written provisions and promises
          contained in this Agreement.


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Page 12


     25.  This Agreement constitutes the entire agreement and understanding
          between the Parties with regard to all matters, including but not
          limited to your employment, the cessation of your employment from
          Employer, payments owed to you, and the other subject matters
          addressed in this Agreement. This Agreement supersedes and replaces
          all prior commitments, negotiations and all agreements proposed or
          otherwise, whether written or oral, concerning the subject matters
          contained in this Agreement. This Agreement is an integrated document
          and the consideration stated herein is the sole consideration for this
          Agreement.

     26.  This Agreement is being delivered to you on September 17, 1999. You
          shall have fifty days, or until November 5, 1999, to decide whether to
          sign the Agreement and be bound by its terms.

     27.  Employer informs you of the following:

               a)   In order to be eligible for the benefits. contained in this
                    Release Agreement, you must: (i) have worked in the Finance
                    Department on January 1, 1999 and, (ii) terminate your
                    employment on or before your Termination Date, and (iii)
                    agree on or before November 5, 1999 to terminate your
                    employment under the terms of a valid separation agreement,
                    by executing this Agreement.

               b)   This severance program covers the following class, unit or
                    group of individuals: employees in Tenneco Management
                    Company terminated pursuant to a reduction-in-force.

               c)   Attached at Exhibit A, this Agreement contains the job
                    titles and ages of all individuals in the Company eligible
                    or selected for the program.

               d)   Attached at Exhibit B, this Agreement contains the job
                    titles and ages of all individuals in the Company who are
                    not eligible or selected for the program.

     28.  In addition, the Parties agree that even after signing the Agreement,
          you shall have the right to revoke or cancel it only within seven days
          after signing it. This cancellation or revocation can be accomplished
          by delivery of a written notification if you wish to revoke the
          Agreement to the Vice President of Human Resources. In the event that
          this Agreement is canceled or revoked by you, Employer shall have no
          obligation to meet any of the commitments described in this Agreement.


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Page 13


     29.  You acknowledge that you have been advised and encouraged by Employer
          to consult your own attorney prior to signing this Agreement, and that
          you execute this Agreement voluntarily.

     30.  You acknowledge that you have read this Agreement and that you
          understand that the Agreement will have the effect of waiving any
          action or recovery you might pursue, including breach of contract,
          personal injury, discrimination on the basis of race, age, sex,
          national origin, citizenship, religion, veteran status, handicap, or
          disability and any other claims arising prior to the date of the
          Agreement.

     Please return the executed original of this letter to Stephen J. Smith,
     Vice President Human Resources, 1275 King Street, Greenwich, Connecticut
     06831.

     Sincerely,


     /s/ Stephen J. Smith

     Stephen J. Smith
     Vice President Human Resources
     Tenneco Inc.



     /s/ Dana G. Mead
     -------------------------------------
     Dana G. Mead
     Chairman and Chief Executive Officer




     AGREED AND ACCEPTED:



     /s/ Robert T. Blakely                     Date:  November 3, 1999
     -------------------------------------          ----------------------
     Robert T. Blakely


<PAGE>   14


                        MODIFICATION OF RELEASE AGREEMENT

          The parties hereto have entered into the Release Agreement, dated
September 17, 1999 (the "Release Agreement").

          This Modification supersedes and amends the Release Agreement as and
to the extent set forth herein.

          Notwithstanding any provision of the Release agreement to the
contrary, Robert T. Blakely ("Officer") shall not be deemed to have waived any
rights to indemnification, contribution or reimbursement to which Officer is or
would otherwise be entitled by contract, operation of law or otherwise,
including without limitation, under and pursuant to the Delaware General
Corporation Law, the certificate of incorporation of Tenneco Inc., the By-Laws
of Tenneco Inc., any contract, the Tenneco Rabbi Trust or any insurance policy
or other similar arrangement at any time maintained by Tenneco Inc. or any of
its subsidiaries or any right in respect or resulting from any legal,
accounting, financial or other advice provided to Tenneco Inc. or any of its
subsidiaries or Officer by any legal counsel, accountant, financial advisor,
engineer, consultant or other similar person, firm or corporation in the
discharge of such Officer's employment as an officer, director or employee of
Tenneco Inc. or any of it subsidiaries or as a representative of Tenneco Inc. or
any of its subsidiaries. Neither Tenneco Inc. nor any of its subsidiaries will,
for a period of ten years from the date of the spin-off described below, amend
or modify or terminate any such certificate of incorporation, by-law, contract,
insurance policy or other arrangement if the effect thereof could be to
eliminate or diminish the protection afforded the Officer thereby in any
material respect.

          Officer shall also retain, without cost to Officer, the benefit of all
the liability insurance coverage maintained by Tenneco Inc., Tenneco Packaging
Inc., Tenneco Automotive Inc. or otherwise, including, without limitation, the
Tenneco Inc. Director and Officer and Fiduciary "run-off" insurance policies to
be purchased in connection with the Tenneco Packaging Inc. spin-off. Tenneco
Inc. and Tenneco Management Company each further agrees jointly and severally to
purchase and keep in force, at their sole expense, such coverage for its full
term and to deliver proof of such coverage to Officer.


<PAGE>   15


          Nothing contained herein or in the Release Agreement shall be deemed
to be a waiver or discharge of any right which the Officer has or may have if
the effect of any such waiver or discharge would be to abrogate or diminish any
right the Officer or Tenneco Inc. or any of its subsidiaries has or may have
under any insurance policy or other similar arrangement.




Dated:  November 3, 1999
      --------------------------

/s/ Robert T. Blakely
--------------------------------
Robert T. Blakely


                                   TENNECO INC.


                                   By:  /s/ Dana G. Mead
                                       -------------------------------------
                                        Dana G. Mead
                                        Chairman and Chief Executive Officer


                                   TENNECO MANAGEMENT COMPANY


                                   By:  /s/ Stephen J. Smith
                                       -------------------------------------
                                        Stephen J. Smith
                                        Vice President Human Resources






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