TENNECO INC.
                         2006 LONG-TERM INCENTIVE PLAN
 
                                   ARTICLE 1
 
                                    GENERAL
 
     1.1.  PURPOSE.  The Tenneco Inc. 2006 Long-Term Incentive Plan (the "Plan")
has been established by Tenneco Inc. (the "Company") to: (i) promote the
long-term success of the Company and its Subsidiaries (as defined herein); (ii)
attract and retain persons eligible to participate in the Plan; (iii) motivate
Participants (as defined herein), by means of appropriate incentives, to achieve
long-range goals; (iv) provide incentive compensation opportunities that are
competitive with those of other similar companies; (v) further identify
Participants' interests with those of the Company's other stockholders through
compensation that is based on the Company's common stock; and (vi) thereby
promote the growth in value of the Company's equity and enhancement of long-term
stockholder return.
 
     1.2.  PARTICIPATION.  Subject to the terms and conditions of the Plan, the
Committee (as defined herein) shall determine and designate, from time to time,
from among the Eligible Individuals (as defined herein), including without
limitation transferees of Eligible Individuals to the extent the transfer is
permitted by the Plan and the applicable Award Agreement (as defined herein),
those persons who will be granted one or more Awards (as defined herein) under
the Plan, and thereby become "Participants" in the Plan.
 
     1.3.  OPERATION AND ADMINISTRATION.  The operation and administration of
the Plan, including the Awards made under the Plan, shall be subject to the
provisions of Article 5 (relating to operation and administration).
 
                                   ARTICLE 2
 
                             CERTAIN DEFINED TERMS
 
     As used in this Plan, the following terms shall have the meanings set forth
or referenced below. In addition, other terms may be defined in the other
Articles and Sections of this Plan, and, unless the context otherwise requires,
shall have the specified meanings throughout the Plan:
 
          (a) APPROVAL DATE.  The term "Approval Date" means the date on which
     the Plan is approved by the Company's stockholders.
 
          (b) AWARD.  The term "Award" means any award or benefit granted under
     the Plan, including, without limitation, the grant of Options, SARs, Bonus
     Stock Awards, Stock
 
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     Equivalent Unit Awards, Restricted Stock Awards, Restricted Stock Unit
     Awards and Performance Unit Awards.
 
          (c) BOARD.  The term "Board" means the Board of Directors of the
     Company.
 
          (d) CHANGE IN CONTROL.  The term "Change in Control" shall mean any of
     the following events (but no event other than one of the following events):
 
             (i) any person, alone or together with any of its affiliates or
        associates, becoming the beneficial owner, directly or indirectly, of
        securities of the Company representing (A) fifteen percent (15%) or more
        of either the Company's then outstanding shares of common stock or the
        combined voting power of the Company's then outstanding securities
        having general voting rights, and a majority of the Incumbent Board does
        not approve the acquisition before the acquisition occurs, or (B) forty
        percent (40%) or more of either the Company's then outstanding shares of
        common stock or the combined voting power of the Company's then
        outstanding securities having general voting rights; provided, however,
        that, notwithstanding the foregoing, a Change in Control shall not be
        deemed to occur pursuant to this subparagraph (i) solely because the
        requisite percentage of either the Company's then outstanding shares of
        common stock or the combined voting power of the Company's then
        outstanding securities having general voting rights is acquired by one
        or more employee benefits plans maintained by the Tenneco Companies; or
 
             (ii) members of the Incumbent Board ceasing to constitute a
        majority of the Board; or
 
             (iii) the consummation of any plan of merger, consolidation, share
        exchange or combination between the Company and any person, including
        without limitation becoming a subsidiary of any other person, without
        members of the Incumbent Board, as constituted immediately prior to the
        merger, consolidation, share exchange or combination, constituting a
        majority of the board of directors of (A) the surviving or successor
        corporation of such transaction, or (B) if the surviving or successor
        corporation of such transaction is a majority-owned subsidiary of
        another corporation or corporations, the ultimate parent company of the
        surviving or successor corporation; or
 
             (iv) the consummation of any sale, exchange or other disposition of
        all or substantially all of the Company's assets without members of the
        Incumbent Board immediately prior to any such sale, exchange or
        disposition of all or substantially all of the Company's assets
        constituting a majority of the board of directors of (A) the corporation
        which holds such assets after such disposition, or (B) if such
        corporation is a majority-owned subsidiary of another corporation or
        corporations, the ultimate parent company of the corporation which holds
        such assets after such disposition; provided, however, that the Board
        may determine conclusively that any transaction does not
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        constitute a sale, exchange or other disposition of substantially all of
        the Company's assets; or
 
             (v) if any person, alone or together with any of its affiliates or
        associates, elects or has elected during any period not exceeding 24
        months, at least 25% of the members of the Board, without the approval
        of the Incumbent Board, and such members are comprised of persons not
        serving as members of the Board immediately prior to the formation of
        such group or the first solicitation of proxies by such person; or
 
             (vi) the Company's stockholders approving a plan of complete
        liquidation or dissolution of the Company.
 
          (e) CODE.  The term "Code" means the Internal Revenue Code of 1986, as
     amended. A reference to any provision of the Code shall include reference
     to any successor provision of the Code.
 
          (f) COMMON STOCK.  The term "Common Stock" means the Company's common
     stock, par value $.01 per share.
 
          (g) COVERED EMPLOYEE.  The term "Covered Employee" means a Participant
     who, as of the date of vesting and/or payout of an Award, as applicable, is
     a "covered employee," as defined in Code section 162(m) and the regulations
     promulgated under Code section 162(m).
 
          (h) EFFECTIVE DATE.  The term "Effective Date" has the meaning set
     forth in Section 5.1.
 
          (i) ELIGIBLE INDIVIDUAL.  For purposes of the Plan, the term "Eligible
     Individual" means any employee of the Company or a Subsidiary, any
     consultant or other person providing services to the Company or a
     Subsidiary and any member of the Board; provided, however, that an
     incentive stock option may only be granted to an employee of the Company or
     a Subsidiary.
 
          (j) FAIR MARKET VALUE.  For purposes of determining the "Fair Market
     Value" of a share of Common Stock as of any date, the following rules shall
     apply:
 
             (i) If the principal market for the shares of Common Stock is a
        national securities exchange or the NASDAQ securities market, then the
        "Fair Market Value" as of that date shall be the average of the highest
        and lowest sales prices of a share of Common Stock on that date (or, if
        such day is not a business day, the next preceding business day) on the
        principal exchange or market on which the shares of Common Stock are
        then listed or admitted to trading.
 
             (ii) If the shares of Common Stock are not listed on a national
        securities exchange and the shares of Common Stock are not quoted on the
        NASDAQ securities market,
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        then the "Fair Market Value" as of that date shall be the average of the
        highest and lowest prices of a share of Common Stock on that date (or,
        if such day is not a business day, the next preceding business day) as
        reported on the NASDAQ OTC Bulletin Board Service or by the National
        Quotation Bureau, Incorporated or a comparable service.
 
             (iii) If subparagraphs (i) and (ii) next above are otherwise
        inapplicable, then the Fair Market Value of the shares of Common Stock
        shall be determined in good faith by the Committee.
 
          (k) INCUMBENT BOARD.  The "Incumbent Board" shall consist of the
     following persons:
 
             (i) the members of the Board as of the Effective Date, to the
        extent they continue to serve as members of the Board; and
 
             (ii) any individual who becomes a member of the Board after the
        Effective Date, if his or her election or nomination for election as a
        director is approved by a vote of at least three-quarters of the then
        Incumbent Board, other than a director whose initial assumption of
        office is in connection with an actual or threatened election contest,
        including but not limited to a consent solicitation, relating to the
        election of directors of the Company.
 
          (l) PARTICIPANTS.  The term "Participants" has the meaning set forth
     in Section 1.2.
 
          (m) PERFORMANCE MEASURE.  The term "Performance Measure" means any of
     the following: (1) net earnings; (2) earnings per share; (3) net sales
     growth; (4) net income (before or after taxes); (5) net operating profit;
     (6) return measures (including, but not limited to, return on assets,
     capital, equity or sales); (7) cash flow (including, but not limited to,
     operating cash flow and free cash flow); (8) cash flow return on
     investments, which equals net cash flows divided by owner's equity; (9)
     earnings before or after taxes, interest, depreciation and/or amortization;
     (10) internal rate of return or increase in net present value; (11)
     dividend payments to parent; (12) gross margins; (13) gross margins minus
     expenses; (14) operating margin; (15) share price (including, but not
     limited to, growth measures and total stockholder return); (16) expense
     targets; (17) working capital targets relating to inventory and/or accounts
     receivable; (18) planning accuracy (as measured by comparing planned
     results to actual results); (19) comparisons to various stock market
     indices; (20) comparisons to the performance of other companies; (21)
     technological achievement; (22) customer counts; (23) customer
     satisfaction, quality management or customer service performance; and (24)
     EVA(R). For purposes of this Plan, "EVA" means the positive or negative
     value determined by net operating profits after taxes over a
 
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     charge for capital, or any other financial measure, as determined by the
     Committee in its sole discretion. (EVA is a registered trademark of Stern
     Stewart & Co.)
 
          (n) PRIOR PLAN.  The term "Prior Plan" means the Tenneco Automotive
     Inc. 2002 Long-Term Incentive Plan.
 
          (o) SUBSIDIARY.  The term "Subsidiary" means any corporation,
     partnership, joint venture or other entity during any period in which at
     least a fifty percent voting or profits interest is owned, directly or
     indirectly, by the Company (or by any entity that is a successor to the
     Company), and any other business venture designated by the Committee in
     which the Company (or any entity that is a successor to the Company) has a
     significant interest, as determined in the discretion of the Committee. For
     purposes of the grant of incentive stock options, the term "Subsidiary"
     means a subsidiary corporation within the meaning of section 424(f) of the
     Code.
 
          (p) TENNECO COMPANIES.  The term "Tenneco Companies" means the Company
     and any Subsidiary of which a majority of the voting common stock or
     capital stock is owned directly or indirectly by the Company.
 
                                   ARTICLE 3
 
                                OPTIONS AND SARS
 
     3.1.  CERTAIN DEFINITIONS.
 
     (a) The grant of an "Option" entitles the Participant to purchase shares of
Common Stock at an Exercise Price (as defined herein) established by the
Committee. Any Option granted under this Article 3 may be either an incentive
stock option (an "ISO") or a non-qualified stock option (an "NQO"), as
determined in the discretion of the Committee. An "ISO" is an Option that is
intended to satisfy the requirements applicable to an "incentive stock option"
described in section 422(b) of the Code. An "NQO" is an Option that is not
intended to be an "incentive stock option" as that term is described in section
422(b) of the Code.
 
     (b) A stock appreciation right (an "SAR") entitles the Participant to
receive, in cash or shares of Common Stock (as determined in accordance with
Section 5.2), value equal to (or otherwise based on) the excess of: (i) the Fair
Market Value of a specified number of shares of Common Stock at the time of
exercise; over (ii) an Exercise Price established by the Committee.
 
     3.2.  EXERCISE PRICE.  The "Exercise Price" of each Option and SAR granted
under this Article 3 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option or
SAR is granted; provided, however, that the Exercise Price shall not be less
than 100% of the Fair Market Value of a share of Common Stock on the date of
grant (or, if greater, the par value of a share of Common Stock).
 
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     3.3.  EXERCISE.  An Option and an SAR granted under this Article 3 shall be
exercisable in accordance with such terms and conditions and during such periods
as may be established by the Committee; provided, however, that no Option or SAR
shall be exercisable after the tenth anniversary of the date as of which such
Award was granted.
 
     3.4.  PAYMENT OF OPTION EXERCISE PRICE.  The payment of the Exercise Price
of an Option granted under this Article 3 shall be subject to the following:
 
          (a) Subject to the following provisions of this Section 3.4, the full
     Exercise Price for shares of Common Stock purchased upon the exercise of
     any Option shall be paid at the time of such exercise (except that, in the
     case of an exercise arrangement not disapproved by the Committee and
     described in Section 3.4(c), payment may be made as soon as practicable
     after the exercise).
 
          (b) The Exercise Price shall be payable to the Company in full either:
     (i) in cash or its equivalent, (ii) by tendering (either by actual delivery
     or attestation) previously acquired shares of Common Stock having an
     aggregate Fair Market Value at the time of exercise equal to the total
     Exercise Price (provided that the shares that are tendered must have been
     held by the Participant for at least six (6) months prior to their tender
     to satisfy the Exercise Price or must have been purchased on the open
     market), (iii) by a combination of (i) and (ii), or (iv) by any other
     method approved by the Committee in its sole discretion at the time of
     grant and as set forth in the Award Agreement.
 
          (c) Except as otherwise provided by the Committee, a Participant may
     elect to pay the Exercise Price upon the exercise of an Option by
     irrevocably authorizing a third party to sell shares of Common Stock (or a
     sufficient portion of the shares of Common Stock) acquired upon exercise of
     the Option and remit to the Company a sufficient portion of the sale
     proceeds to pay the entire Exercise Price and any tax withholding resulting
     from such exercise.
 
     3.5.  SETTLEMENT OF AWARD.  Settlement of Options and SARs is subject to
the provisions of Section 5.7.
 
                                   ARTICLE 4
 
                           OTHER STOCK-RELATED AWARDS
 
     4.1.  CERTAIN DEFINITIONS.
 
          (a) A "Bonus Stock" Award is a grant of shares of Common Stock in
     return for previously performed services, or in return for the Participant
     surrendering other compensation that may be due to such Participant from
     the Company or a Subsidiary.
 
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          (b) A "Stock Equivalent Unit" Award is a grant of a right to receive
     cash in an amount equal to the value of a specified number of shares of
     Common Stock, in the future, which may be contingent on the achievement of
     performance or other objectives, including without limitation continued
     service, during or in respect of a specified period of at least one year in
     duration.
 
          (c) A "Performance Unit" Award is a grant of a right to receive a
     specified number of shares, or dollar amount of shares, of Common Stock, in
     the future, which is contingent on the achievement of performance or other
     objectives, including without limitation continued service, during or in
     respect of a specified period of at least one year in duration.
 
          (d) A "Restricted Stock" Award is a grant of shares of Common Stock,
     and a "Restricted Stock Unit" Award is a grant of a right to receive a
     specified number of shares of Common Stock, or cash in an amount equal to
     the value of a specified number of shares of Common Stock, in the future,
     with such shares of Common Stock or right to future delivery of such shares
     of Common Stock or payment of cash subject to a risk of forfeiture or other
     restrictions that will lapse upon the achievement of one or more goals
     relating to completion of service by the Participant, or achievement of
     performance or other objectives, as determined by the Committee.
     Notwithstanding the foregoing, the risk of forfeiture with respect to any
     Restricted Stock Award made to any Eligible Individual in respect of his or
     her employment by the Company or a Subsidiary shall not lapse any sooner
     than three years after the date of grant of such Restricted Stock Award
     (subject, to the extent provided by the Committee, to pro rated vesting
     over the course of such three year period and to acceleration of vesting in
     the event of the Participant's death, disability or involuntary termination
     or a Change in Control).
 
     4.2.  RESTRICTIONS ON AWARDS.  Each Bonus Stock Award, Stock Equivalent
Unit Award, Restricted Stock Award, Restricted Stock Unit Award and Performance
Unit Award shall be subject to such conditions, restrictions and contingencies
as the Committee shall determine. The Committee may designate whether any such
Award being granted to any Participant is intended to be "performance-based
compensation" as that term is used in section 162(m) of the Code. Any such
Awards designated as intended to be "performance-based compensation" shall be
conditioned on the achievement of one or more Performance Measures, to the
extent required by Code section 162(m). For Awards under this Section 4.2
intended to be "performance-based compensation," the grant of the Awards and the
establishment of the Performance Measures shall be made during the period
required under Code section 162(m). Any Performance Measure(s) may be used to
measure the performance of the Company as a whole or any business unit or
Subsidiary of the Company or any combination thereof, as the Committee may deem
appropriate, or any such performance as compared to the performance of a group
of comparator companies, or any published or special index that the Committee,
in its sole discretion, deems appropriate. The Committee also has the authority
to provide for accelerated
 
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vesting of any Award made under this Article 4 based on the achievement of
performance goals pursuant to the Performance Measures specified herein. The
Committee may provide in any such Award that any evaluation of performance may
include or exclude any of the following events that occurs during a performance
period: (a) asset write-downs, (b) litigation or claim judgments or settlements,
(c) the effect of changes in tax laws, accounting principles, or other laws or
provisions affecting reported results, (d) accruals for reorganization and
restructuring programs, (e) extraordinary nonrecurring items as described in
Accounting Principles Board Opinion No. 30 and/or in management's discussion and
analysis of financial condition and results of operations appearing in the
Company's annual report to stockholders for the applicable year, (f)
acquisitions or divestitures, and (g) foreign exchange gains and losses. To the
extent such inclusions or exclusions affect Awards to Covered Employees intended
to qualify as "performance-based compensation," they shall be prescribed in a
form that meets the requirements of Code section 162(m) for deductibility.
Awards that are designed to qualify as "performance-based compensation," and
that are held by Covered Employees, may not be adjusted upward (the Committee
shall retain the discretion to adjust such Awards downward). In the event that
applicable tax and/or securities laws change to permit Board or Committee
discretion to alter the governing Performance Measures without obtaining
stockholder approval of such changes, the Board and Committee shall have the
discretion to make such changes without obtaining stockholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards under this Article 4 that shall not qualify as "performance-based
compensation," the Committee may make such grants without satisfying the
requirements of Code section 162(m).
 
                                   ARTICLE 5
 
                          OPERATION AND ADMINISTRATION
 
     5.1.  EFFECTIVE DATE; APPROVAL DATE AND EFFECT ON PRIOR PLAN.  Subject to
the provisions of Section 5.2(b), the Plan shall be effective as of the date
that the Plan is adopted by the Board (the "Effective Date"); provided, however,
that Awards granted under the Plan prior to the Approval Date will be contingent
on approval of the Plan by the Company's stockholders. The Plan shall be
unlimited in duration and, in the event of Plan termination, shall remain in
effect as long as any Awards under it are outstanding; provided, however, that
no Awards may be granted under the Plan after the ten-year anniversary of the
Effective Date (except for Awards granted pursuant to commitments entered into
prior to such ten-year anniversary). Upon the Approval Date, no further awards
will be made under the Prior Plan. Any awards made under the Prior Plan prior to
the Approval Date shall continue to be subject to the terms and conditions of
the Prior Plan. If the Approval Date does not occur, awards may continue to be
made under the Prior Plan subject to the terms and conditions thereof.
 
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     5.2.  PLAN AND OTHER LIMITATIONS.  The Awards that may be granted under the
Plan shall be subject to the following:
 
          (a) The shares of Common Stock with respect to which Awards may be
     made under the Plan shall be shares of Common Stock currently authorized
     but unissued or currently held or, to the extent permitted by applicable
     law, subsequently acquired by the Company as treasury shares, including
     shares of Common Stock purchased in the open market or in private
     transactions.
 
          (b) The maximum number of shares of Common Stock that may be delivered
     to Participants and their beneficiaries under the Plan shall be equal to
     the sum of (i) 2,000,000 shares of Common Stock, (ii) any shares of Common
     Stock available for issuance as of the Approval Date under the Prior Plan,
     and (iii) any shares that are represented by awards granted under the Prior
     Plan that are forfeited, expire, are canceled or are settled in cash after
     the Approval Date without delivery of shares of Common Stock or which
     result in the forfeiture or withholding of the shares of Common Stock, in
     any case to the extent that such shares of Common Stock would have been
     added back to the reserve under the terms of the Prior Plan (the shares
     referenced in clauses (ii) and (iii) being collectively referred to as the
     "Prior Plan Shares"). Subject to the following provisions of this Section
     5.2, the maximum number of shares of Common Stock that may be delivered to
     Participants and their beneficiaries under the Plan pursuant to Full Value
     Awards (as defined below) shall be equal to 500,000 shares of Common Stock
     (plus the amount of Prior Plan Shares that, under the Prior Plan, would
     have been so available). For the purposes of this Plan, "Full Value Awards"
     shall be Awards of Bonus Stock, Stock Equivalent Units, Performance Units,
     Restricted Stock or Restricted Stock Units.
 
          (c) To the extent provided by the Committee, any Award of Stock
     Equivalent Units, Performance Units or Restricted Stock Units may be
     settled in cash rather than shares of Common Stock. To the extent any
     shares of Common Stock covered by an Award are not delivered to a
     Participant or beneficiary because the Award expires, is forfeited or
     canceled, or the shares of Common Stock are not delivered because the Award
     is settled in cash or used to satisfy the applicable tax withholding
     obligation, such shares of Common Stock shall not be deemed to have been
     delivered for purposes of determining the maximum number of shares of
     Common Stock available for delivery under the Plan or, if applicable,
     pursuant to Full Value Awards.
 
          (d) If the exercise price of any Option granted under the Plan is
     satisfied by tendering shares of Common Stock to the Company (by either
     actual delivery or by attestation), only the number of shares of Common
     Stock issued net of the shares of Common Stock tendered shall be deemed
     delivered for purposes of determining the maximum number of shares of
     Common Stock available for delivery under the Plan.
 
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          (e) Subject to Section 5.2(f), the following additional limitations
     are imposed under the Plan.
 
             (i) The maximum number of shares of Common Stock that may be
        covered by Awards granted during any one calendar year period to any one
        individual pursuant to Article 3 (relating to Options and SARs,
        including ISOs) shall be 350,000 (Three Hundred Fifty Thousand) shares
        of Common Stock. If an Option is in tandem with an SAR, such that the
        exercise of the Option or SAR with respect to a share of Common Stock
        cancels the tandem SAR or Option right, respectively, with respect to
        such share, the tandem Option and SAR rights with respect to each share
        of Common Stock shall be counted as covering only one share of Common
        Stock for purposes of applying the limitations of this clause (i).
 
             (ii) For Awards granted pursuant to Article 4 that are intended to
        be "performance-based compensation" (as that term is used for purposes
        of Code section 162(m)), no more than 200,000 (Two Hundred Thousand)
        shares of Common Stock and, if such Awards are denominated in cash
        value, no more than $4,000,000, may be subject to such Awards granted to
        any one individual during any one calendar year. If, after shares have
        been earned, the delivery is deferred, any additional shares
        attributable to dividends or other amounts attributable to earnings
        during the deferral period shall be disregarded. Unless otherwise
        indicated by the Committee at the time of grant, all Awards granted
        pursuant to Article 4 for which the vesting or payment are conditioned
        on achievement of one or more Performance Measures shall be deemed to be
        intended to be "performance-based compensation" for the purposes of Code
        section 162(m).
 
          (f) In the event of a corporate transaction involving the Company
     (including, without limitation, any stock dividend, stock split,
     extraordinary cash dividend, recapitalization, reorganization, merger,
     consolidation, split-up, spin-off, combination or exchange of shares), the
     Committee may adjust the terms of the Plan and Awards to preserve the
     benefits or potential benefits of the Plan or the Awards. Action by the
     Committee with respect to the Plan or Awards under this Section 5.2(f) may
     include: (i) adjustment of the number and kind of shares which may be
     delivered under the Plan; (ii) adjustment of the number and kind of shares
     subject to outstanding Awards; (iii) adjustment of the Exercise Price of
     outstanding Options and SARs; and (iv) any other adjustments that the
     Committee determines to be equitable.
 
     5.3.  GENERAL RESTRICTIONS.  Delivery of shares of Common Stock or other
amounts under the Plan shall be subject to the following:
 
          (a) Notwithstanding any other provision of the Plan, the Company shall
     have no liability to deliver any shares of Common Stock under the Plan or
     make any other distribution of
 
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     benefits under the Plan unless such delivery or distribution would comply
     with all applicable laws (including, without limitation, the requirements
     of the Securities Act of 1933, as amended), and the applicable requirements
     of any securities exchange or similar entity.
 
          (b) To the extent that the Plan provides for issuance of certificates
     to reflect the issuance of shares of Common Stock, the issuance may be
     effected on a non-certificated basis, to the extent not prohibited by
     applicable law or the applicable rules of any securities exchange.
 
     5.4.  TAX WITHHOLDING.  All distributions under the Plan shall be subject
to withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. Except as otherwise provided by the
Committee, such withholding obligations may be satisfied (a) through cash
payment by the Participant, (b) through the surrender of shares of Common Stock
which the Participant already owns, or (c) through the surrender of shares of
Common Stock to which the Participant is otherwise entitled under the Plan;
provided, however, that such shares of Common Stock under this paragraph (c) may
be used to satisfy not more than the Company's minimum statutory withholding
obligation (based on minimum statutory withholding rates for Federal and state
tax purposes, including without limitation payroll taxes, that are applicable to
such supplemental taxable income).
 
     5.5.  GRANT AND USE OF AWARDS.  In the discretion of the Committee, a
Participant may be granted any Award permitted under the provisions of the Plan,
and more than one Award may be granted to a Participant. Awards may be granted
as alternatives to or replacement of awards granted or outstanding under the
Plan, or any other plan or arrangement of the Company or a Subsidiary (including
a plan or arrangement of a business or entity, all or a portion shares of common
stock of which is acquired by the Company or a Subsidiary). The Committee may
use available shares of Common Stock hereunder as the form of payment for
compensation, grants or rights earned or due under any other compensation plans
or arrangements of the Company or a Subsidiary, including the plans and
arrangements of the Company or a Subsidiary assumed in business combinations.
 
     5.6.  DIVIDENDS AND DIVIDEND EQUIVALENTS.  An Award (including without
limitation an Option or SAR Award) may provide the Participant with the right to
receive dividend payments, dividend equivalent payments or dividend equivalent
units with respect to shares of Common Stock subject to the Award (both before
and after the shares of Common Stock subject to the Award are earned, vested, or
acquired), which payments may be either made currently or credited to an account
for the Participant, and may be settled in cash or shares of Common Stock, as
determined by the Committee. Any such settlements, and any such crediting of
dividends or dividend equivalents or reinvestment in shares of Common Stock or
Common Stock equivalents, may be subject to such conditions, restrictions and
contingencies as the Committee
 
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shall establish, including the reinvestment of such credited amounts in Common
Stock equivalents.
 
     5.7.  SETTLEMENT OF AWARDS.  The obligation to make payments and
distributions with respect to Awards of Stock Equivalent Units, Performance
Units or Restricted Stock Units may be satisfied through cash payments, the
delivery of shares of Common Stock, the granting of replacement Awards, or any
combination thereof as the Committee shall determine. Satisfaction of any
obligations to make payments or distributions under an Award, which is sometimes
referred to as "settlement" of the Award, may be subject to such conditions,
restrictions and contingencies as the Committee shall determine. The Committee
may permit or require the deferral of any Award payment, subject to such rules
and procedures as it may establish, which may include provisions for the payment
or crediting of interest or dividend equivalents, and may include converting
such credits into deferred Common Stock equivalents. Each Subsidiary shall be
liable for payment of cash due under the Plan with respect to any Participant to
the extent that such benefits are attributable to the services rendered for that
Subsidiary by the Participant. Any disputes relating to liability of a
Subsidiary for cash payments shall be resolved by the Committee.
 
     5.8.  TRANSFERABILITY.  Except as otherwise provided by the Committee,
Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution.
 
     5.9.  FORM AND TIME OF ELECTIONS.  Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.
 
     5.10.  AGREEMENT WITH COMPANY.  An Award under the Plan shall be subject to
such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any Award
to any Participant shall be reflected in such form of written document, if any,
as is determined by the Committee. A copy of such document shall be provided to
the Participant, and the Committee may, but need not, require that the
Participant sign a copy of such document. Such document is referred to in the
Plan as an "Award Agreement" regardless of whether any Participant signature is
required.
 
     5.11.  ACTION BY COMPANY OR SUBSIDIARY.  Any action required or permitted
to be taken by the Company or any Subsidiary shall be by resolution of its board
of directors, or by action of one or more members of the board (including a
committee of the board) who are duly authorized to act for the board, or (except
to the extent prohibited by applicable law or applicable rules of any stock
exchange) by a duly authorized officer of such company.
 
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     5.12.  GENDER AND NUMBER.  Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.
 
     5.13.  LIMITATION OF IMPLIED RIGHTS.
 
     (a) Neither a Participant nor any other person shall, by reason of
participation in the Plan, acquire any right in or title to any assets, funds or
property of the Company or any Subsidiary whatsoever, including, without
limitation, any specific funds, assets or other property which the Company or
any Subsidiary, in its sole discretion, may set aside in anticipation of a
liability under the Plan. A Participant shall have only a contractual right to
the shares of Common Stock or amounts, if any, payable under the Plan, unsecured
by any assets of the Company or any Subsidiary, and nothing contained in the
Plan shall constitute a guarantee that the assets of the Company or any
Subsidiary shall be sufficient to pay any benefits to any person.
 
     (b) The Plan does not constitute a contract of employment or continued
service, and selection as a Participant will not give any participating
individual the right to be retained in the employ or continued service of the
Company or any Subsidiary, nor any right or claim to any benefit under the Plan,
unless such right or claim has specifically accrued under the terms of the Plan.
Except as otherwise provided in the Plan, no Award under the Plan shall confer
upon the holder thereof any rights as a stockholder of the Company prior to the
date on which the individual fulfills all conditions for receipt of such rights.
 
     5.14.  EVIDENCE.  Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.
 
                                   ARTICLE 6
 
                               CHANGE IN CONTROL
 
     Subject to the provisions of Section 5.2(f) (relating to certain
adjustments), upon the occurrence of a Change in Control, unless otherwise
specifically prohibited under applicable laws, or by the rules and regulations
of any applicable governmental agencies or national securities exchange, or
unless the Committee shall otherwise provide in the Award Agreement:
 
          (a) any and all Options and SARs granted hereunder shall become
     immediately vested and exercisable and shall remain exercisable for the
     lesser of 36 months following such Change in Control or the remaining
     maximum term of such Award (regardless of whether the applicable
     Participant's employment or directorship is terminated upon or after such
     Change in Control);
 
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<PAGE>
 
          (b) any period of restriction and restrictions imposed on Restricted
     Stock or Restricted Stock Units granted hereunder shall lapse; and
 
          (c) the target payout opportunities attainable under all Bonus Stock,
     Stock Equivalent Unit and Performance Unit Awards granted hereunder shall
     be deemed to have been fully earned as of the effective date of the Change
     in Control (based on an assumed achievement of all relevant targeted
     performance goals over any applicable performance period(s)) and each
     Participant holding any such Award shall be entitled to be paid in cash,
     within 30 days after the Change in Control, the total of the fair market
     value, determined as of immediately prior to such Change in Control, of any
     such Award which he or she held immediately prior to such Change in
     Control.
 
                                   ARTICLE 7
 
                                   COMMITTEE
 
     7.1.  ADMINISTRATION.  The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with this Article 7. The Committee shall be selected by the Board,
and shall consist solely of two or more members of the Board. From and after the
Effective Date, unless removed by the Board or unless said committee no longer
exists, the Company's Compensation/Nominating/Governance Committee shall be the
Committee for purposes of this Plan. If the Committee does not exist, or for any
other reason determined by the Board, the Board may take any action under the
Plan that would otherwise be the responsibility of the Committee.
 
     7.2.  POWERS OF COMMITTEE.  The Committee's administration of the Plan
shall be subject to the following:
 
          (a) Subject to the provisions of the Plan, the Committee will have the
     authority and discretion to select from among the Eligible Individuals
     those persons who shall receive Awards, to determine the time or times of
     receipt, to determine the types of Awards and the number of shares of
     Common Stock or other amounts covered by the Awards, to establish the
     terms, conditions, performance criteria, restrictions and other provisions
     of such Awards and (subject to the restrictions imposed by Article 8) to
     cancel or suspend Awards.
 
          (b) To the extent that the Committee determines that the restrictions
     imposed by the Plan preclude the achievement of the material purposes of
     the Awards in jurisdictions outside the United States, the Committee will
     have the authority and discretion to modify those restrictions as the
     Committee determines to be necessary or appropriate to conform to
     applicable requirements or practices of jurisdictions outside of the United
     States.
 
          (c) The Committee will have the authority and discretion to
     conclusively interpret the Plan, to establish, amend and rescind any rules
     and regulations relating to the Plan, to
                                       A-14
<PAGE>
 
     determine the terms and provisions of any Award Agreement made pursuant to
     the Plan and to make all other determinations that may be necessary or
     advisable for the administration of the Plan.
 
          (d) Any interpretation of the Plan by the Committee and any decision
     made by it under the Plan is final and binding on all persons.
 
          (e) In controlling and managing the operation and administration of
     the Plan, the Committee shall take action in a manner that conforms to the
     certificate of incorporation and by-laws of the Company, and applicable
     state corporate law.
 
     7.3.  DELEGATION BY COMMITTEE.  Except to the extent prohibited by
applicable law or the applicable rules of a securities exchange, the Committee
may allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.
 
     7.4.  INFORMATION TO BE FURNISHED TO COMMITTEE.  The Company and
Subsidiaries shall furnish the Committee with such data and information as it
determines may be required for it to discharge its duties. The records of the
Company and Subsidiaries as to an individual's employment or service,
termination of employment or service, leave of absence, reemployment or
recommencement of service and compensation shall be conclusive on all persons
unless determined to be incorrect. Participants and other persons entitled to
benefits under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the terms of the
Plan.
 
                                   ARTICLE 8
 
                           AMENDMENT AND TERMINATION
 
     The Board may, at any time, amend or terminate the Plan, and may amend any
Award Agreement, provided that no amendment or termination may, in the absence
of written consent to the change by the affected Participant (or, if the
Participant is not then living, the affected beneficiary), adversely affect the
rights of any Participant or beneficiary under any Award granted under the Plan
prior to the date such amendment is adopted by the Board; and further provided
that adjustments pursuant to Section 5.2(f) shall not be subject to the
foregoing limitations of this Article 8. Notwithstanding anything herein to the
contrary, (i) Options issued under the Plan will not be repriced, replaced, or
regranted through cancellation, or by lowering the exercise price of a
previously granted Option, and (ii) no revision of the Plan shall be made
without stockholder approval if such revision would constitute a "material
revision" of the Plan for purposes of the rules of the New York Stock Exchange,
Inc. or stockholder approval is otherwise required by applicable law, regulation
or stock exchange rule.
 
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<PAGE>
 
                                   ARTICLE 9
 
                                 MISCELLANEOUS
 
     9.1.  GOVERNING LAW.  The validity, construction and effect of the Plan,
and any actions taken or relating to the Plan, shall be determined in accordance
with the laws of the State of Illinois and applicable federal law.
 
     9.2.  SEVERABILITY.  If for any reason any provision or provisions of the
Plan are determined invalid or unenforceable, the validity and effect of the
other provisions of the Plan shall not be affected thereby.
 
     IN WITNESS WHEREOF, the Company has caused the Plan to be executed on its
behalf by its respective officer thereunder duly authorized, on the day and year
set forth below.
 
                                         TENNECO INC.
 
                                         By: /s/ Mark P. Frissora
                                         Its: Chairman of the Board,
                                            Chief Executive Officer
                                            and President
 
Date: As of March 21, 2006