ANNEX 1 TO
                         AGREEMENT AND PLAN OF MERGER
 
                                    FORM OF
                                 AMENDMENT TO
                         CERTIFICATE OF INCORPORATION
                                      OF
                                 TENNECO INC.
 
  Article FIRST is hereby deleted in its entirety and replaced with the
following paragraph:
 
    "FIRST: The name of the corporation is El Paso Tennessee Pipeline Co."
 
  The first two paragraphs of Article FOURTH are hereby deleted in their
entirety and replaced with the following paragraph:
 
    "The total number of shares of all classes of stock which the corporation
  shall be authorized to issue is 20,000,000 shares of Preferred Stock, par
  value $.01 per share (herein called "Preferred Stock"), and 100,000 shares
  of Common Stock, of the par value of $.01 per share (herein called "Common
  Stock")."
 
  Part I of Article FOURTH is hereby deleted in its entirety.
 
  Part II of Article FOURTH is hereby amended to read in its entirety as set
forth in the following paragraph:
 
                                      "I.
 
    1. The Board of Directors of the corporation is hereby expressly
  authorized, by resolution or resolutions thereof, to provide, out of the
  unissued shares of Preferred Stock, for series of Preferred Stock and, with
  respect to each such series, to fix the number of shares constituting such
  series and the designation of such series, the voting powers (if any) of
  the shares of such series, and the preferences and relative, participating,
  optional or other special rights, if any, and any qualifications,
  limitations or restrictions thereof, of the shares of such series. The
  powers, preferences and relative, participating, optional and other special
  rights of each series of Preferred Stock, and the qualifications,
  limitations or restrictions thereof, if any, may differ from those of any
  and all other series at any time outstanding.
 
    2. Except as otherwise provided in any resolution of the Board of
  Directors providing for the issuance of any particular series of Preferred
  Stock, shares of Preferred Stock redeemed or otherwise acquired by the
  corporation shall, upon the filing of any required certificates with the
  Secretary of State of Delaware, assume the status of authorized but
  unissued Preferred Stock and may thereafter, subject to the provisions of
  this Part I of Article FOURTH and of any restrictions contained in any
  resolution of the Board of Directors providing for the issue of any
  particular series of Preferred Stock, be reissued in the same manner as
  other authorized but unissued Preferred Stock."
 
  Parts III and IV of Article FOURTH are hereby deleted in their entirety.
 
  Subsection (A) of Article FIFTH is hereby deleted in its entirety and
replaced with the following paragraph:
 
    "The number of directors which shall constitute the whole Board of
  Directors shall be as determined from time to time by resolution adopted by
  the affirmative vote of a majority of the Board of Directors; provided that
  until otherwise determined by the Board of Directors in accordance
  herewith, the number of directors shall be six (6)."
 
  Subsection (B)(g) of Article FIFTH is hereby amended by deleting the words
"each committee to consist of two or more directors of the corporation" and
the comma immediately following such text.
 
  Articles SEVENTH and NINTH are hereby deleted in their entirety and the
remaining provisions renumbered accordingly.
 
  The Certificates of Designation, Preferences and Rights for the $7.40
Cumulative Preferred Stock, $4.50 Cumulative Preferred Stock and Series A
Participating Junior Preferred Stock of the corporation filed with the
Secretary of State of Delaware on October 9, 1987, October 9, 1987 and May 25,
1988, respectively, are hereby deleted in their entirety.
 
  The Certificate of Designation, Preferences and Rights for the 8 1/4%
Cumulative Junior Preferred Stock, Series A, filed on November   , 1996 with
the Secretary of State of Delaware, shall be amended by deleting all
references therein to Junior Preferred Stock and substituting therefor
references to Preferred Stock and renaming the 8 1/4% Cumulative Junior
Preferred Stock, Series A as the "8 1/4% Cumulative Preferred Stock, Series
A."