Common use of Forms of Debentures and Authentication Certificate Clause in Contracts

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debenture] NEW TENNECO INC. 10.20% DEBENTURE DUE 2008 No. $ New Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March 15, 2008, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September 15 or the March 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September 15 or March 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September 15 and March 15 in each year, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.20% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August 31 or February 28 (or 29) and prior to the following September 15 or March 15, as the case may be, this Debenture shall bear interest from such September 15 or March 15 or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September 15 or March 15, then this Debenture shall bear interest from the September 15 or March 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September 15 or March 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 or February 28 (or 29), as the case may be, next preceding such September 15 or March 15, or if such August 31 or February 28 (or 29) is not a business day, the business day next preceding such August 31 or February 28 (or 29). Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30- day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ], 1996. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debentureFORM OF FACE OF DEBENTURE] NEW TENNECO PACKAGING INC. 10.208-1/8% DEBENTURE DUE 2008 JUNE 15, 2017 No. CUSIP $ New ----------- Tenneco Packaging Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March June 15, 20082017, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September June 15 or the March December 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September June 15 or March December 15 2 to which interest on the Debentures Debenture has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) to of this Debenture, in which case from the original issue date, date semi-annually on September June 15 and March December 15 in each yearyear commencing December 15, 1999, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted permittted by law) law on any overdue installment of interest at the rate of 10.208-1/8% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, Debenture if the date hereof is after August 31 June 1 or February 28 (or 29) December 1 and prior to the following September June 15 or March December 15, as the case may be, this Debenture shall bear interest from such September June 15 or March 15 December 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, provided however, that if the Company shall default in the payment of interest due on such September June 15 or March 15, December 15 then this Debenture shall bear interest from the September June 15 or March December 15 to which interest has been paid or, or if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September June 15 or March December 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 June 1 or February 28 (or 29)December 1, as the case may be, next preceding such September June 15 or March December 15, or if such August 31 June 1 or February 28 (or 29) December 1 is not a business day, the business day next preceding such August 31 June 1 or February 28 (or 29)December 1. Interest on this Debenture shall be computed on the basis of a 360-day year consisting of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ], 19961999. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3In Witness Whereof, Tenneco Packaging Inc. has caused this Instrument to be signed in its name by its Chairman of the Board or its President or a Vice President, and its corporate seal (or a facsimile thereof to be hereto affixed and attested by its Secretary or an Assistant Secretary. Dated: ---------------------- Tenneco Packaging Inc. By ---------------------------------- President Attest: ---------------------------------------- Assistant Secretary [FORM OF REVERSE OF DEBENTURE] TENNECO PACKAGING INC. 8-1 8% DEBENTURE DUE JUNE 15, 2017 This Debenture is one of a duly authorized issue of Debentures of the Company known as its 8-1/8% Debentures due June 15, 2017 (herein called the "Debentures", limited to the aggregate principal amount of $300,000,000, all issued under and equally entitled to the benefits of an Indenture (herein, together with any amendments and supplements thereto, including without limitation the form and terms of Securities issued pursuant thereto, called the "Indenture", dated as of [ ], 1999, executed by the Company to The Chase Manhattan Bank (herein, together with any successor thereto, called the "Trustee", as Trustee, to which Indenture reference is hereby made for a statement of the rights thereunder of the Trustee an of the registered holders of the Debentures and of the duties thereunder of the Trustee and the Company. The Debentures will be redeemable as a whole or in part, at the options of the Company at any time, at a redemption price equal to the greater of (i 100% of their principal amount and (ii the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Yield plus 20 basis points, plus accrued interest to the date of redemption.

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debentureFORM OF FACE OF DEBENTURE] NEW TENNECO PACKAGING INC. 10.207.95% DEBENTURE DUE 2008 2025 No. $ New CUSIP $___________ Tenneco Packaging Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to to________________________ or registered assigns, the sum of ________________ Dollars on March December 15, 20082025, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September June 15 or the March December 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September June 15 or March December 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September June 15 and March December 15 in each yearyear commencing December 15, 1999, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.207.95% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August May 31 or February 28 (or 29) November 30 and prior to the following September June 15 or March December 15, as the case may be, this Debenture shall bear interest from such September June 15 or March 15 December 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September June 15 or March December 15, then this Debenture shall bear interest from the September June 15 or March December 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September June 15 or March December 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August May 31 or February 28 (or 29)November 30, as the case may be, next preceding such September June 15 or March December 15, or if such August May 31 or February 28 (or 29) November 30 is not a business day, the business day next preceding such August May 31 or February 28 (or 29)November 30. Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ]_________, 1996________. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3In Witness Whereof, Tenneco Packaging Inc. has caused this Instrument to be signed in its name by its Chairman of the Board or its President or a Vice President, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary or an Assistant Secretary. Dated_________________________ Tenneco Packaging Inc. By___________________________________ President Attest: -------------------------------------- Secretary [FORM OF REVERSE OF DEBENTURE] TENNECO PACKAGING INC.

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debentureFORM OF FACE OF DEBENTURE] NEW TENNECO PACKAGING INC. 10.208-3/8% DEBENTURE DUE 2008 2027 No. CUSIP $ New ------------- Tenneco Packaging Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March April 15, 20082027, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September April 15 or the March October 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September an April 15 or March October 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) to of this Debenture, in which case from the original issue date, semi-annually on September April 15 and March October 15 in each yearyear commencing April 15, 2000, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) law on any overdue installment of interest at the rate of 10.208-3/8% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August 31 April 1 or February 28 (or 29) October 1 and prior to the following September April 15 or March October 15, as the case may be, this Debenture shall bear interest from such September April 15 or March 15 October 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September April 15 or March October 15, then this Debenture shall bear interest from the September April 15 or March October 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September April 15 or March October 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 April 1 or February 28 (or 29)October 1, as the case may be, next preceding such September April 15 or March October 15, or if such August 31 April 1 or February 28 (or 29) October 1 is not a business day, the business day next preceding such August 31 April 1 or February 28 (or 29)October 1. Interest on this Debenture shall be computed on the basis of a 360-day year consisting of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ], 19961999. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3In Witness Whereof, Tenneco Packaging Inc. has caused this Instrument to be signed in its name by its Chairman of the Board or its President or a Vice President, and its corporate seal (or a facsimile thereof to be hereto affixed and attested by its Secretary or an Assistant Secretary. Dated ----------------- Tenneco Packaging Inc. By ---------------------------------------- President Attest: -------------------------- Secretary [FORM OF REVERSE OF DEBENTURE] TENNECO PACKAGING INC. This Debenture is one of a duly authorized issue of Debentures of the Company known as its 8-3/8% Debentures due 2027 (herein called the "Debentures", limited to the aggregate principal amount of $200,000,000, all issued under and equally entitled to the benefits of an Indenture (herein, together with any amendments and supplements thereto, including without limitation the form and terms of Securities issued pursuant thereto, called the "Indenture", dated as of [ ], 1999, executed by the Company to The Chase Manhattan Bank (herein, together with any successor thereto, called the "Trustee", as Trustee, to which Indenture reference is hereby made for a statement of the rights thereunder of the Trustee and of the registered holders of the Debentures and of the duties thereunder of the Trustee and the Company. The Debentures will be redeemable as a whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (i 100% of their principal amount and (ii the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months at the Treasury Yield plus 25 basis points, plus accrued interest to the date of redemption.

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debenture] NEW TENNECO INC. 10.209.20% DEBENTURE DUE 2008 2012 No. $ New Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March November 15, 20082012, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from 2 the September May 15 or the March November 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September May 15 or March November 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September May 15 and March November 15 in each year, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.209.20% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August April 30 or October 31 or February 28 (or 29) and prior to the following September May 15 or March November 15, as the case may be, this Debenture shall bear interest from such September May 15 or March November 15 or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September May 15 or March November 15, then this Debenture shall bear interest from the September May 15 or March November 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September May 15 or March November 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 April 30 or February 28 (or 29)October 31, as the case may be, next preceding such September May 15 or March November 15, or if such August April 30 or October 31 or February 28 (or 29) is not a business day, the business day next preceding such August 31 April 30 or February 28 (or 29)October 31. Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ], 1996. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debenture] NEW TENNECO INC. 10.209% DEBENTURE DUE 2008 2012 No. $ New Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March November 15, 20082012, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September May 15 3 or the March November 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September May 15 or March November 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September May 15 and March November 15 in each year, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.209% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August April 30 or October 31 or February 28 (or 29) and prior to the following September May 15 or March November 15, as the case may be, this Debenture shall bear interest from such September May 15 or March 15 or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue dateNovember 15; provided, however, that if the Company shall default in the payment of interest due on such September May 15 or March November 15, then this Debenture shall bear interest from the September May 15 or March November 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September May 15 or March November 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 April 30 or February 28 (or 29)October 31, as the case may be, next preceding such September May 15 or March November 15, or if such August April 30 or October 31 or February 28 (or 29) is not a business day, the business day next preceding such August 31 April 30 or February 28 (or 29)October 31. Interest on this Debenture shall be computed on the basis of a 360-day year of or twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ]November 24, 19961992. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3.

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debentureFORM OF FACE OF DEBENTURE] NEW TENNECO PACKAGING INC. 10.20% DEBENTURE DUE 2008 No. $ New CUSIP $_____________ Tenneco Packaging Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the sum of __________ Dollars on March April 15, 20082027, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September April 15 or the March October 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September an April 15 or March October 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September April 15 and March October 15 in each yearyear commencing April 15, 2000, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.208-3/8% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August 31 April 1 or February 28 (or 29) October 1 and prior to the following September April 15 or March October 15, as the case may be, this Debenture shall bear interest from such September April 15 or March 15 October 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September April 15 or March October 15, then this Debenture shall bear interest from the September April 15 or March October 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September April 15 or March October 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 April 1 or February 28 (or 29)October 1, as the case may be, next preceding such September April 15 or March October 15, or if such August 31 April 1 or February 28 (or 29) October 1 is not a business day, the business day next preceding such August 31 April 1 or February 28 (or 29)October 1. Interest on this Debenture shall be computed on the basis of a 360-day year consisting of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ]________, 1996----------. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3In Witness Whereof, Tenneco Packaging Inc. has caused this Instrument to be signed in its name by its Chairman of the Board or its President or a Vice President, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary or an Assistant Secretary. Dated: _______________________ Tenneco Packaging Inc. By________________________________________ President Attest: -------------------------- Secretary [FORM OF REVERSE OF DEBENTURE] TENNECO PACKAGING INC. This Debenture is one of a duly authorized issue of Debentures of the Company known as its 8-3/8% Debentures due 2027 (herein called the "Debentures"), limited to the aggregate principal amount of $200,000,000, all issued under and equally entitled to the benefits of an Indenture (herein, together with any amendments and supplements thereto, including without limitation the form and terms of Securities issued pursuant thereto, called the "Indenture"), dated as of September 29, 1999, executed by the Company to The Chase Manhattan Bank (herein, together with any successor thereto, called the "Trustee"), as Trustee, to which Indenture reference is hereby made for a statement of the rights thereunder of the Trustee and of the registered holders of the Debentures and of the duties thereunder of the Trustee and the Company. The Debentures will be redeemable as a whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 25 basis points, plus accrued and unpaid interest to the date of redemption.

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debenture] NEW TENNECO INC. 10.207.45% DEBENTURE DUE 2008 2025 No. $ New Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March December 15, 20082025, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from 2 the September June 15 or the March December 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September June 15 or March December 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September June 15 and March December 15 in each yearyear commencing June 15, 1997, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.207.45% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August May 31 or February 28 (or 29) November 30 and prior to the following September June 15 or March December 15, as the case may be, this Debenture shall bear interest from such September June 15 or March 15 December 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September June 15 or March December 15, then this Debenture shall bear interest from the September June 15 or March December 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September June 15 or March December 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August May 31 or February 28 (or 29)November 30, as the case may be, next preceding such September June 15 or March December 15, or if such August May 31 or February 28 (or 29) November 30 is not a business day, the business day next preceding such August May 31 or February 28 (or 29)November 30. Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ]11, 1996. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debentureFORM OF FACE OF DEBENTURE] NEW TENNECO PACKAGING INC. 10.208-1/8% DEBENTURE DUE 2008 JUNE 15, 2017 No. $ New CUSIP $____________ Tenneco Packaging Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to __________ or registered assigns, the sum of __________ Dollars on March June 15, 20082017, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September June 15 or the March December 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September June 15 or March December 15 2 to which interest on the Debentures Debenture has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, date semi-annually on September June 15 and March December 15 in each yearyear commencing December 15, 1999, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.208-1/8% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, Debenture if the date hereof is after August 31 June 1 or February 28 (or 29) December 1 and prior to the following September June 15 or March December 15, as the case may be, this Debenture shall bear interest from such September June 15 or March 15 December 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, provided however, that if the Company shall default in the payment of interest due on such September June 15 or March 15, December 15 then this Debenture shall bear interest from the September June 15 or March December 15 to which interest has been paid or, or if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September June 15 or March December 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 June 1 or February 28 (or 29)December 1, as the case may be, next preceding such September June 15 or March December 15, or if such August 31 June 1 or February 28 (or 29) December 1 is not a business day, the business day next preceding such August 31 June 1 or February 28 (or 29)December 1. Interest on this Debenture shall be computed on the basis of a 360-day year consisting of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ]______, 1996-----. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3In Witness Whereof, Tenneco Packaging Inc. has caused this Instrument to be signed in its name by its Chairman of the Board or its President or a Vice President, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary or an Assistant Secretary. Dated: ___________________ Tenneco Packaging Inc. By___________________________________ President Attest: --------------------------------------- Secretary [FORM OF REVERSE OF DEBENTURE] TENNECO PACKAGING INC. 8-1/8% DEBENTURE DUE JUNE 15, 2017 This Debenture is one of a duly authorized issue of Debentures of the Company known as its 8-1/8% Debentures due June 15, 2017 (herein called the "Debentures"), limited to the aggregate principal amount of $300,000,000, all issued under and equally entitled to the benefits of an Indenture (herein, together with any amendments and supplements thereto, including without limitation the form and terms of Securities issued pursuant thereto, called the "Indenture"), dated as of September 29, 1999, executed by the Company to The Chase Manhattan Bank (herein, together with any successor thereto, called the "Trustee"), as Trustee, to which Indenture reference is hereby made for a statement of the rights thereunder of the Trustee and of the registered holders of the Debentures and of the duties thereunder of the Trustee and the Company. The Debentures will be redeemable as a whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus accrued and unpaid interest to the date of redemption.

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debenture] NEW TENNECO INC. 10.209.20% DEBENTURE DUE 2008 2012 No. $ New Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March November 15, 20082012, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from 2 the September May 15 or the March November 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September May 15 or March November 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September May 15 and March November 15 in each year, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.209.20% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August April 30 or October 31 or February 28 (or 29) and prior to the following September May 15 or March November 15, as the case may be, this Debenture shall bear interest from such September May 15 or March November 15 or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September May 15 or March November 15, then this Debenture shall bear interest from the September May 15 or March November 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September May 15 or March November 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 April 30 or February 28 (or 29)October 31, as the case may be, next preceding such September May 15 or March November 15, or if such August April 30 or October 31 or February 28 (or 29) is not a business day, the business day next preceding such August 31 April 30 or February 28 (or 29)October 31. Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ]11, 1996. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debenture] NEW TENNECO INC. 10.20% DEBENTURE DUE 2008 No. $ New Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March 15, 2008, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September 15 or the March 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September 15 or March 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September 15 and March 15 in each year, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.20% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August 31 or February 28 (or 29) and prior to the following September 15 or March 15, as the case may be, this Debenture shall bear interest from such September 15 or March 15 or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September 15 or March 15, then this Debenture shall bear interest from the September 15 or March 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September 15 or March 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 or February 28 (or 29), as the case may be, next preceding such September 15 or March 15, or if such August 31 or February 28 (or 29) is not a business day, the business day next preceding such August 31 or February 28 (or 29). Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30- day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ]11, 1996. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debentureFORM OF FACE OF DEBENTURE] NEW TENNECO INC. 10.207-7/8% DEBENTURE DUE 2008 2027 No. $ New CUSIP Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________ or registered assigns, the sum of Dollars on March April 15, 20082027, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September April 15 or the March October 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September an April 15 or March October 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September April 15 and March October 15 in each yearyear commencing October 15, 1997, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.207-7/8% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August 31 April 1 or February 28 (or 29) October 1 and prior to the following September April 15 or March October 15, as the case may be, this Debenture shall bear interest from such September April 15 or March 15 October 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September April 15 or March October 15, then this Debenture shall bear interest from the September April 15 or March October 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September April 15 or March October 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 April 1 or February 28 (or 29)October 1, as the case may be, next preceding such September April 15 or March October 15, or if such August 31 April 1 or February 28 (or 29) October 1 is not a business day, the business day next preceding such August 31 April 1 or February 28 (or 29)October 1. Interest on this Debenture shall be computed on the basis of a 360-day year consisting of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ]April 28, 19961997. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3.

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debenture] NEW TENNECO INC. 10.207.45% DEBENTURE DUE 2008 2025 No. $ New Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March December 15, 20082025, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from 2 the September June 15 or the March December 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September June 15 or March December 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September June 15 and March December 15 in each yearyear commencing June 15, 1997, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.207.45% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August May 31 or February 28 (or 29) November 30 and prior to the following September June 15 or March December 15, as the case may be, this Debenture shall bear interest from such September June 15 or March 15 December 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September June 15 or March December 15, then this Debenture shall bear interest from the September June 15 or March December 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September June 15 or March December 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August May 31 or February 28 (or 29)November 30, as the case may be, next preceding such September June 15 or March December 15, or if such August May 31 or February 28 (or 29) November 30 is not a business day, the business day next preceding such August May 31 or February 28 (or 29)November 30. Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ], 1996. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debentureFORM OF FACE OF DEBENTURE] NEW TENNECO PACKAGING INC. 10.207.95% DEBENTURE DUE 2008 2025 No. CUSIP $ New Tenneco Packaging Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March December 15, 20082025, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September June 15 or the March December 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September June 15 or March December 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date dated (hereinafter referred to) to of this Debenture, in which case from the original issue date, semi-annually on September June 15 and March December 15 in each yearyear commencing December 15, 1999, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) law on any overdue installment of interest at the rate of 10.207.95% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August May 31 or February 28 (or 29) November 30 and prior to the following September June 15 or March December 15, as the case may be, this Debenture shall bear interest from such September June 15 or March 15 December 15, or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date; provided, however, that if the Company shall default in the payment of interest due on such September June 15 or March December 15, then this Debenture shall bear interest from the September June 15 or March December 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September June 15 or March December 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August May 31 or February 28 (or 29)November 30, as the case may be, next preceding such September June 15 or March December 15, or if such August May 31 or February 28 (or 29) November 30 is not a business day, the business day next preceding such August May 31 or February 28 (or 29)November 30. Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ], 19961999. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of or authentication endorsed hereon. 3In Witness Whereof, Tenneco Packaging Inc. has caused this Instrument to be signed in its name by its Chairman of the Board or its President or a Vice President, and its corporate seal (or a facsimile thereof to be hereto affixed and attested by its Secretary or an Assistant Secretary. Dated -------------------------- Tenneco Packaging Inc. By ----------------------------------- President Attest: -------------------------------------- Secretary [FORM OF REVERSE OF DEBENTURE] TENNECO PACKAGING INC.

Forms of Debentures and Authentication Certificate. The forms of the Debentures and the Trustee's certificate of authentication shall be substantially as follows: [form of face of debentureFORM OF FACE OF DEBENTURE] NEW TENNECO INC. 10.2010% DEBENTURE DUE 2008 No. $ New Tenneco Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the "Company," which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the sum of Dollars on March 15, 2008, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay to the registered holder hereof as hereinafter provided interest thereon at the rate per annum specified in the title hereof in like coin or currency, from the September 15 or the March 15 next preceding the date hereof to which interest has been paid, unless the date hereof is a September 15 or March 15 2 to which interest on the Debentures has been paid, in which case from the date hereof, or unless no interest has been paid on the Debentures since the original issue date (hereinafter referred to) of this Debenture, in which case from the original issue date, semi-annually on September 15 and March 15 in each year, until payment of said principal sum has been made or duly provided for, and to pay interest on any overdue principal and (to the extent permitted by law) on any overdue installment of interest at the rate of 10.2010% per annum. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, if the date hereof is after August 31 or February 28 (or 29) and prior to the following September 15 or March 15, as the case may be, this Debenture shall bear interest from such September 15 or March 15 or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date15; provided, however, that if the Company shall default in the payment of interest due on such September 15 or March 15, then this Debenture shall bear interest from the September 15 or March 15 to which interest has been paid or, if no interest has been paid on the Debentures since the original issue date of this Debenture, from the original issue date. The interest so payable on any September 15 or March 15 will, subject to certain exceptions provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debenture is registered at the close of business on the August 31 or February 28 (or 29), as the case may be, next preceding such September 15 or March 15, or if such August 31 or February 28 (or 29) is not a business day, the business day next preceding such August 31 or February 28 (or 29). Interest on this Debenture shall be computed on the basis of a 360-day year of twelve 30- 30-day months. Both principal of and interest on this Debenture are payable at the principal office of the Trustee in the Borough of Manhattan, The City of New York, New York; provided, however, that payment of interest may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Debenture register. The original issue date in respect of the Debentures is December [ ]March 15, 19961988. ADDITIONAL PROVISIONS OF THIS DEBENTURE ARE CONTAINED ON THE REVERSE HEREOF AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. This Debenture shall not be entitled to any benefit under the Indenture hereafter hereinafter referred to, or become valid or obligatory for any purpose, until the Trustee under the Indenture shall have signed the form of certificate of authentication endorsed hereon. 3In Witness Whereof, Tenneco Inc. has caused this Instrument to be signed in its name by its Chairman of the Board or its President or a Vice President, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary or an Assistant Secretary. Dated .............................. Tenneco Inc. By......................... Chairman of the Board Attest: