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                                                                 Exhibit 10.23

                                                              September 24, 1998







Mr. Robert T. Blakely
Tenneco
1275 King Street
Greenwich, CT 06831



Dear Bob:

If your employment with Tenneco Inc., any majority owned subsidiary of Tenneco
Inc. and any business entity which results from a restructuring of Tenneco Inc.
is terminated either by the Company other than Discharge for Cause or after you
have incurred a Constructive Termination as those terms are defined in the
Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives (the
"Plan") as though a Change in Control had occurred, the Company will provide you
with the following, subject to applicable tax withholding and any amounts due
the Company, but conditioned upon your (and your spouse's) execution of a
separation agreement that the Company will tender including a general release
and such other documents as it may require:

- -    You will be entitled to receive a pro rata adjusted target bonus for the
     year in which your employment terminates.

- -    You will be paid severance in an amount equal to three times your then
     current annual base salary.

- -    Your restricted shares will be vested and distributed to you in shares;
     your outstanding performance shares will be deemed to have been earned at
     target and will be paid out in shares; and your stock options will be
     deemed exercisable and will remain exercisable for the lesser of (i) a
     period of 5 years from your termination or (ii) the remaining period for
     which the option would have been outstanding under its generally applicable
     terms as granted, disregarding any rules that would have shortened such
     period. You will have the same rights with respect to any stock options to
     which you become entitled upon the conversion of existing Tenneco Inc.
     stock options to options of the Company or another entity.




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Mr. Robert T. Blakely
September 24, 1998
Page 2

- -    The Company will forgive the principal balance of the note you executed in
     connection with your move from Houston to Greenwich, and accrued interest.

Depending upon the course of events, you may have rights which arise under the
Plan and the Tenneco Benefits Protection Trust (the "Trust"). To the extent that
this occurs and the rights which arise under the Plan and Trust are greater than
those described above, you will receive the benefit of those greater rights, but
the items described in this letter would count against your rights under the
Plan and Trust.


                                   Sincerely,



                                   /s/ Barry R. Schuman
                                   ------------------------------------------
                                   Barry R. Schuman
                                   Senior Vice President, Human Resources


                                   APPROVED BY:


                                   /s/ Dana G. Mead
                                   -----------------------------------------
                                   Dana G. Mead
                                   Chairman and Chief Executive Officer
                                   Date: September 29, 1998