Exhibit 99.5

                                           TENNECO AUTOMOTIVE BOARD OF DIRECTORS
                                           RESTRICTED STOCK NOTIFICATION
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Director

Pursuant to the Tenneco Automotive (the "Company") 2002 Long Term Incentive
Plan, as amended, _____ shares (the "Restricted Shares") of the Company's Common
Stock have been issued to you by the Company. The stock certificate representing
said Restricted Shares was registered in your name, effective as of ____________
(the "Registration Date") and the Restricted Shares are subject to the following
restrictions: (1) the Restricted Shares may not be sold, transferred, assigned,
pledged or otherwise encumbered and are subject to forfeiture if you cease to
serve on the Company's Board of Directors prior to the expiration of the
"Restricted Period"; and (2) the "Restricted Period" is the period from the date
hereof through the date of your normal retirement from the Company's Board of
Directors, unless you are disabled or die, or the Compensation/Nominating/
Governance Committee of the Company's Board of Directors, at its discretion,
determines otherwise. During the Restricted Period, you will be entitled to vote
the Restricted Shares and receive dividends.

Under current tax law, you will generally be taxed on the value of the
Restricted Shares on the date the restrictions lapse. However, as an
alternative, you may elect under Internal Revenue Code Section 83(b) to be taxed
on the value of the Restricted Shares on the Registration Date, identified
above. Whether it is beneficial for you to make this election is something you
should decide after consultation with your personal tax advisor. If you make
this election, the value of the Restricted Shares will be taxable to you in the
year of the Registration Date, rather than in the year that the restrictions
lapse. Should you choose to make this election, you must so notify the Company
in writing and file the election with the Internal Revenue Service within thirty
(30) days of the Registration Date.

As a condition for this transaction, you are required to execute the
acknowledgment at the bottom of the enclosed copy of this notification and
return the acknowledged copy of this notification to Karl A. Stewart, Corporate
Secretary, Tenneco Automotive by not later than thirty days from the
Registration Date. Also enclosed is a form by which you may designate
beneficiary for such shares.


ACKNOWLEDGED AND AGREED TO:                 TENNECO AUTOMOTIVE




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Signature                   (Date)          Senior Vice President




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Legal Name (Type or Print)                  Secretary




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