0000950123-10-018414 Sample Contracts

TENNECO INC. THREE YEAR LONG TERM PERFORMANCE UNIT AWARD AGREEMENT (2007-2009 Performance Period)
Award Agreement • February 26th, 2010 • Tenneco Inc • Motor vehicle parts & accessories

This letter amends the Award so that, for purposes of calculating the amount (if any) payable to you in respect of the Award, the term “Three Year Annualized TSR” shall mean the lesser of (i) the Three Year Annualized TSR calculated pursuant to the definition thereof in the Original Award Agreement and (ii) the Three Year Annualized TSR calculated as follows:

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AMENDMENT NO. 14 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 26th, 2010 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

THIS AMENDMENT NO. 14 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of February 19, 2010 (this “Amendment”), is by and among:

TENNECO INC. THREE YEAR LONG TERM PERFORMANCE UNIT AWARD AGREEMENT (2008-2010 Performance Period)
Award Agreement • February 26th, 2010 • Tenneco Inc • Motor vehicle parts & accessories

This letter amends the Award so that, for purposes of calculating the amount (if any) payable to you in respect of the Award, the term “Three Year Annualized TSR” shall mean the lesser of (i) the Three Year Annualized TSR calculated pursuant to the definition thereof in the Original Award Agreement and (ii) the Three Year Annualized TSR calculated as follows:

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