Exhibit 10.69


                              [TENNECO LETTERHEAD]


                                 January 5, 2007


PERSONAL AND CONFIDENTIAL

Mr. Timothy E. Jackson
13694 Shady Lane
Monroe, MI 48161

Dear Mr. Jackson:

         On behalf of Tenneco Inc. (the "Company"), I am pleased to set forth
and confirm the terms and conditions of your continued service as Senior Vice
President, Technology and General Manager -- Asia Pacific of the Company. This
letter agreement amends your employment letter agreement with the Company dated
July 11, 2000, as it was amended by your expatriate agreement dated July 21,
2005 (the "Original Agreement").

1. Base Salary. Your minimum base salary of $260,000 per year as set forth in
Paragraph 2 of the Original Agreement is hereby amended to be $327,600 per year,
which will be subject to such increases as may from time to time be approved by
the Board or such committee of the Board to which such power has been delegated
(the "Committee"), payable according to the regular pay schedule for salaried
employees.

2. Annual Bonus. Your minimum annual target bonus of $155,000 as set forth in
Paragraph 3 of the Original Agreement is hereby amended such that, commencing
with calendar year 2006, your annual target bonus will be, at least, $161,000
subject to fulfillment of performance goals or other criteria as determined by
the Board or Committee.

3. Amendment to KEPP and SERP. Effective as of August 31, 2006, you hereby
consent and agree to the following changes to (a) the Company's Key Executive
Pension Plan and its successor, the Company's Supplemental Pension Plan for
Management (collectively, the "KEPP"), and (b) the Company's Supplemental
Executive Retirement Plan and its successor, the Company's Supplemental
Retirement Plan (collectively, the "SERP"). The Company may (i) amend the
Supplemental Retirement Plan to provide that (a) all of your benefit accruals
under that plan will be frozen effective as of December 31, 2006, (b) you shall
not be a participant in that plan after December 31, 2006, (c) no compensation
or service (for purposes of benefit accrual) for periods after December 31, 2006
shall be taken into account under that plan, and (d) you will not accrue any
additional benefits under that plan after December 31, 2006, and (ii) amend the
Supplemental Pension Plan for Management, effective as of January 1, 2007, to
(x) reduce from 4% to 3.6% the annual rate (expressed as a percentage of final
average compensation as defined in that plan) at which you will accrue benefits
under such plan for each year of service earned after December 31, 2006, (y)
reduce from 50% to 47.5% the maximum accrual under such plan and (z) provide as
an offset to benefits under such plan the actuarial equivalent value (determined
in accordance with the assumptions used for such purpose under



such plan) of any amounts paid to you in respect of "DB Replacement
Contributions" as described in the Company's Current Report on Form 8-K dated
August 23, 2006.

4. Governing Law; No Other Amendments. This letter agreement shall be governed
by, and shall be construed in accordance with, the internal laws (and not the
laws of conflicts) of the State of Illinois. Except as expressly set forth
herein, the Original Agreement shall not be amended or modified hereby. The
Original Agreement shall, as expressly amended hereby, remain in full force and
effect.

                                             Sincerely,

                                             TENNECO INC.

                                             /s/ Timothy R. Donovan

                                             By: Timothy R. Donovan

                                             Its: Executive Vice President and
                                                  General Counsel


ACKNOWLEDGED AND ACCEPTED


                                                  Date:
--------------------------                             -------------------------
Timothy E. Jackson