Exhibit 10.40

                             Amendment No. 1 to the
         Tenneco Automotive Inc. Supplemental Executive Retirement Plan

Subject to the powers of amendment reserved in Section 10 of the Tenneco
Automotive Inc. Supplemental Executive Retirement Plan (the "Plan"), the Company
hereby amends the Plan as follows:

1.   Effective December 31, 2004, all benefit accruals under the Plan are hereby
     frozen. As of this date, no new individuals will be eligible to participate
     in the Plan, and no additional benefits will accrue under the Plan.

2.   Effective December 31, 2004, Section 4 of the Plan is deleted and replaced
     with the following new Section 4:

     "Any benefit payable under the Plan shall be in the form of a single lump
     sum payment and shall be payable as soon as practicable after the
     Participant's separation of service with the Company.

     The single lump sum payment shall be calculated using an interest rate
     equal to the annual rate of interest on 30-year Treasury securities as
     specified by the IRS for the second calendar month preceding the first day
     of the Plan Year during which the annuity starting date occurs, and the
     applicable mortality table described in Rev. Rul. 95-6, 1995-1 C.B. (page
     80), or such other formal guidance as may be issued from time to time by
     the IRS."

3.   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.

                                                TENNECO AUTOMOTIVE INC.


                                                /s/ RICHARD P. SCHNEDIER
                                                ------------------------

                                                By: Richard P. Schneider

                                                Its: Senior Vice President,
                                                     Global Administration