Exhibit 10.44


                                SPECIAL APPENDIX

The Benefits of Mark Frissora ("Frissora") under the Plan will be adjusted as
follows:

         The annual pension benefits to which Frissora shall be entitled under
         all defined benefit plans (qualified and non-qualified), including this
         Plan, commencing at age 55 or his separation from service, if later,
         will, at a minimum, be equal to the product of (x) and (y), where (x)
         is the average of his total base compensation plus bonus for the three
         calendar years immediately preceding his separation from service and
         (y) is the total of 40% plus 2% for each full year of service with the
         Company (including service with Tenneco Inc.) earned in the period
         commencing with Frissora's 55th birthday, for a maximum total of 50%.
         Notwithstanding the foregoing, the provisions set forth herein shall be
         applicable only if Frissora completes ten years of service with the
         Company (including Tenneco Inc.) during the period commencing January
         1, 1999.