EXHIBIT 10.48

                           TENNECO BOARD OF DIRECTORS
                          RESTRICTED STOCK NOTIFICATION

Date: __________, 200__

_______________________
Director

Pursuant to the provisions of the Tenneco Inc. 2002 Long-Term Incentive Plan (as
the same may be amended from time to time in accordance with its terms, the
"Plan"), you were granted an Award of [_______] shares of Common Stock of
Tenneco Inc. ("Shares") as of [________] ("Grant Date"). The "Restricted Period"
applicable to this Award begins on the Grant Date and ends on the first
anniversary of the Grant Date. As used herein the term "Restricted Shares" means
any Shares subject to this Award and for which the Restricted Period remains in
effect.

During the Restricted Period, and until all conditions imposed on the related
Restricted Shares are satisfied, such Restricted Shares are restricted in that
(i) they will be held by the Company and may not be sold, transferred, pledged
or otherwise encumbered, tendered or exchanged, or disposed of, by you unless
otherwise provided by the Plan and (ii) they are subject to forfeiture by you
under certain circumstances as described herein and in the Plan. However, as
long as the Restricted Shares have not been forfeited, during the Restricted
Period (a) you will be entitled to receive, subject to withholding for taxes,
dividends (which for tax purposes will generally be treated as ordinary
compensation) payable on the Restricted Shares, which the Company may require to
be reinvested in additional shares of Common Stock subject to the same
restrictions as the shares on which such dividends are paid and (b) you may vote
the Restricted Shares. If you remain a member of the Board of Directors of the
Company throughout the Restricted Period and all the conditions are satisfied,
or if your service on the Board of Directors of the Company terminates before
the termination of the Restricted Period as a result of your normal retirement
from the Board (i.e. at age 72), death or total disability, the restrictions on
the related Restricted Shares will lapse, and shares of Common Stock in an
amount equal to the number of Restricted Shares as to which the restrictions
have lapsed will be delivered to you (or your beneficiary), subject to
withholding for taxes. Generally, if your service on the Board of Directors of
the Company terminates for any other reason before the expiration of the
Restricted Period, you will forfeit the Restricted Shares unless the Committee
determines otherwise. You agree that the term "Restricted Shares" shall include
any shares or other securities which you may receive or be entitled to receive
as a result of the ownership of the original Restricted Shares, whether they are
issued as a result of a share split, share dividend, recapitalization, or other
subdivision or consolidation of shares effected without receipt of consideration
by the Company or the result of the merger or consolidation of the Company, or
sale of assets of the Company.

      You will generally be taxed on the value of the Restricted Shares on the
date the restrictions lapse. You hereby agree that the Restricted Shares shall
be held by the Company during the Restricted Period.

      All distributions under the Plan, including any distribution in respect of
this Award, are subject to withholding of all applicable taxes, and the delivery
of any shares or other benefits



under the Plan or this Award is conditioned on satisfaction of the applicable
tax withholding obligations. Except as otherwise provided by the Committee, such
withholding obligations may be satisfied (a) through cash payment by the
Participant, (b) through the surrender of shares of Common Stock which the
Participant already owns, or (c) through the surrender of shares of Common Stock
to which the Participant is otherwise entitled under the Plan; provided,
however, that such shares of Common Stock under this paragraph (c) may be used
to satisfy not more than the Company's minimum statutory withholding obligation
(based on minimum statutory withholding rates for Federal and state tax
purposes, including without limitation payroll taxes, that are applicable to
such supplemental taxable income). Unless you make an election to the contrary
before the end of the Restricted Period, you will be deemed to have elected to
satisfy applicable tax withholding obligations by having the Company deduct from
this Award shares sufficient to satisfy any tax withholdings required by law.

      As a condition of this Award, you are required to execute the
acknowledgement at the bottom of the enclosed copy of this Award notice and
return the acknowledged copy of this Award notice to the Human Resources
Department of Tenneco Inc. in Lake Forest not later than thirty days from the
date on which you receive it. Also enclosed is a form by which you may designate
a beneficiary in the event of your death.

      This Award is subject to all of the definitions, terms and conditions of
the Plan, a copy of which is enclosed. In the event of any discrepancy between
the provisions of the Plan and this or any other communication regarding the
Plan, the provisions of the Plan control. Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the Plan.

ACKNOWLEDGED AND AGREED TO:                TENNECO INC.

_____________________________              _____________________________________
Signature               (Date)             Signature                      (Date)



_____________________________              _____________________________________
Legal Name (Type or Print)                 Secretary

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