1

                                                                   Exhibit 10.23

                                 AMENDMENT NO. 1
                                       TO
                    TENNECO AUTOMOTIVE INC. CHANGE IN CONTROL
                    SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES

     This Amendment No. 1 (the "Amendment") to the Tenneco Automotive Inc.
Change in Control Severance Benefit Plan for Key Executives (the "Plan") is
hereby adopted by Tenneco Automotive Inc. (the "Company") effective as of May 9,
2000. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Plan.

1.   AMENDMENT TO SECTION 3 OF THE PLAN.

     Paragraph E. of Section 3 of the Plan is hereby amended in its entirety to
     read as follows:

     "E. Intentionally omitted."

2.   AMENDMENT TO SECTION 4 OF THE PLAN.

     Section 4 of the Plan is hereby amended in its entirety to read as follows:

     "4. OTHER BENEFITS. Upon a Change in Control, and without regard to the Key
     Executive's employment status following such Change in Control:

         (i)     All Stock Options granted under the Company's Stock Ownership
                 Plan or any other similar plan maintained by the Company
                 shall become immediately vested and remain exercisable for
                 the lesser of 36 months or the remaining life of the option.
                 The term "Stock Option" shall have the meaning ascribed
                 thereto in the Company's Stock Ownership Plan.

         (ii)    The Key Executive shall be entitled to be paid in cash the
                 total of the fair market value, determined immediately prior
                 to the Change in Control, of any Restricted Stock, Stock
                 Appreciation Rights, Performance Units, Stock Equivalent
                 Units and Dividend Equivalents which he or she held
                 immediately prior to such Change in Control. The terms
                 "Restricted Stock," "Stock Appreciation Rights,"
                 "Performance Units," "Stock Equivalent Units" and "Dividend
                 Equivalents" shall have the meanings ascribed to those terms
                 in the Company's Stock Ownership Plan."




   2


3.   NO OTHER CHANGES.

     Except to the extent expressly amended by the terms of this Amendment, all
provisions of the Plan shall remain in full force and effect following the date
hereof and shall not be modified by this Amendment.

     IN WITNESS WHEREOF, the Company has caused the Plan to be amended as set
forth herein by its respective officers thereunder duly authorized, effective as
of May 9, 2000.

                            TENNECO AUTOMOTIVE INC.


                            By: /s/ Richard P. Schneider
                                ----------------------------------------------
                            Name:   Richard P. Schneider
                            Title:  SVP - Global Administration