CORPORATE COMPLIANCE POLICY MANUAL TRADING IN TENNECO SECURITIES 08/01/2006 Policy Number: 20-100 SUBJECT: TRADING IN TENNECO SECURITIES Application: Worldwide Strategic Business Units and Subsidiaries. POLICY - INSIDER TRADING It is the policy of Tenneco that no director, officer or employee of any Tenneco company may trade in the securities of any Tenneco company (including, without limitation, common stock, options, warrants and the like), or the securities of any supplier, customer or other company with which Tenneco has a business or contractual relationship or may be negotiating such a relationship, either personally or on behalf of others, using material, nonpublic information (also known as "inside information") or communicate such information to others who use it to trade in the securities of any Tenneco or other company. Information is material if it could affect a person's decision to buy, sell or hold securities. It is nonpublic if it has not yet been generally disclosed to the investing public. This conduct is frequently referred to as "insider trading." Because the nature or timing of certain transactions make them particularly susceptible to violations of Section 16(b) under the Securities Exchange Act of 1934 or insider trading problems, it is Tenneco s policy that all officers, directors and employees designated from time to time by the Office of the General Counsel (e.g., those employees who typically have access to inside information, including financial results, before it is publicly disseminated) (the Restricted Group ) should not engage in any of the following activities with respect to Tenneco securities, without the prior approval of the Company s Law Department: 1. Trading in securities during the period beginning on the 15th day of the last month of a calendar quarter through and including the second business day following the release of such quarter s earnings (or prior year s earnings, in the case of the fourth quarter) (a Blackout ). 2. Trading in securities on a short-term basis. Speculating in Tenneco securities is not part of Tenneco s company culture. Whenever you purchase a Tenneco security, you should consider holding it for a minimum of six months before sale, unless the security is subject to a forced sale (e.g., as a consequence of a merger or acquisition).
3. Purchases on margin. 4. Trading in Tenneco options, warrants, puts and calls. The Law Department has approved a program operated by Financial Engines L.L.C. ( FEA ), whereby FEA provides personal asset management for participants 401(k) plan accounts (the FEA Program ). If you are a member of the Restricted Group, trading by FEA on your behalf under the FEA Program will not violate the above rules, provided you do not enroll in or modify the terms of your participation in the FEA Program during a Blackout or when you are in possession of material non-public information regarding Tenneco. (You may, however, terminate participation at any time.) Likewise, a member of the Restricted Group may wish to implement a trading plan under SEC Rule 10b5-1. If such a plan is approved in advance by the Law Department (an Approved Trading Plan ) and is not entered into or modified during a Blackout or while the member of the Restricted Group is in possession of material, non-public information regarding Tenneco, trading pursuant to the Approved Trading Plan will not violate the above rules. A person may terminate his or her Approved Trading Plan at any time under this policy. Comments It is generally a violation of the federal securities laws for any person to buy or sell securities if he or she is in possession of material, nonpublic information relating to those securities or their issuer. It also is generally illegal for any person in possession of material, nonpublic information to provide other people with such information or to recommend that they buy or sell securities of the company to which the information relates. This is called "tipping".) Both the provider and recipient of the material, nonpublic information may be held liable. It is the duty of all directors, officers and employees of Tenneco to maintain the confidentiality of nonpublic information belonging or relating to Tenneco or obtained through any relationship of confidence. As described above, nonpublic information should be treated as confidential and confined to personnel who must have such information to carry out their duties, on a "need to know" basis. This prohibition on the disclosure of nonpublic information applies specifically (but not exclusively) to inquiries about the Company which may be made by the financial press, investment analysts or others in the financial or investment community. It is important that all such communications on behalf of the Company be through an appropriately designated officer under carefully controlled circumstances. If you receive any inquiries of this nature, you should follow the procedures described in this Corporate Compliance and Policy Manual under the section entitled "Dissemination of Corporate Information."
POLICY - TENNECO STOCK TRANSACTION POLICY (pre-clearance of securities transactions) Policy The policy applies to all of Tenneco s (i) directors, (ii) executive officers, and (iii) other persons designated from time to time by the General Counsel (collectively, "Section 16 Reporting Persons"), including family members and others in their households (the "Covered Persons"). The policy applies to any and all transactions involving Tenneco s securities, including without limitation open market or private purchases and sales, a stock plan transaction such as an option exercise or a 401(k) plan designation, a gift, a loan or pledge or hedge, a contribution to a trust, or any other transfer. 1. Mandatory Pre-clearance and Reporting Procedure No Covered Person may engage in any transaction involving Tenneco s securities as described above without first obtaining pre-clearance of the transaction from the General Counsel s office. A request for pre-clearance should be submitted to the General Counsel s office at least two days in advance of the proposed transaction. The General Counsel or his designee will then determine whether the transaction may proceed and, if so, assist in complying with the new reporting requirements. Each Section 16 Reporting Person is responsible for ensuring compliance with the Policy by his/her family members and others sharing his/her household. Any person subject to the pre-clearance requirements who wishes to implement a trading plan under SEC Rule 10b5-1 must first pre-clear the plan with the General Counsel s office. See Policy Insider Trading above. Rule 10b5-1 plans allow corporate insiders to establish a defense to insider trading allegations by effecting transactions pursuant to a pre-established, written plan that specifies (by formula, actual dates, etc.) when trades are to be made or that gives total trading authority to a third party. As required by Rule 10b5-1, a person may enter into a trading plan only when he or she is not in possession of material nonpublic information. In addition, a person may not enter into a trading plan during a Blackout. Transactions effected pursuant to an Approved Trading Plan will not require further pre-clearance at the time of the transaction if the plan specifies the dates, prices and amounts of the contemplated trades, establishes a formula for determining the dates, prices and amounts or appropriately delegates trading authority to a third party. Any Covered Person who effects a transaction pursuant to an Approved Trading Plan (or his or her broker) must, however, report the specific transaction to the General Counsel s office no later than the day on which the trade s amount, date and price become known (reliance on the terms of the plan will not constitute sufficient "notice"). To obtain pre-clearance, contact the General Counsel by telephone at (847) 482-5053 and, if you do not reach him, leave a message as to the nature of your proposed transaction.
2. Broker Interface Procedures The accelerated reporting of transactions will require tight interface with brokers handling transactions for our executives. A knowledgeable, alert broker can act as a gatekeeper, helping ensure compliance with pre-clearance procedures and helping prevent inadvertent violations. From time to time, the Company may establish a coordinated trading procedure with a major brokerage firm. The Company will separately provide Covered Persons with details regarding this brokerage firm and the procedures put into place. At that time, Covered Persons are encouraged to enter all transactions in Tenneco securities through the pre-approved brokerage firm. The pre-approved brokerage firm will not seek to reinvest the funds from company stock transactions or seek any other securities business. Whether or not they choose to utilize the pre-approved brokerage firm or their own broker, Tenneco requires that all Covered Persons and their brokers sign the enclosed Broker Instruction/Representation Form (See Exhibit A) before effecting any "nonprivate" transaction in Tenneco securities (an example of a private transaction would be a gift to a child) and before putting Tenneco securities into "street name". (Section 16 Reporting Persons who already hold Tenneco securities in street name must inform the General Counsel s office on the attached Certification; the Law Department will work with them and the applicable broker to ensure compliance with this policy.) The Broker Instruction/Representation Form imposes two requirements on the broker handling a transaction in Tenneco securities: 1. Not to enter any order (except for orders under pre-approved Rule 10b5-1 plans) without a) first verifying with the General Counsel s office that the transaction was precleared and b) complying with the brokerage firm s compliance procedures (e.g., Rule 144). 2. To report immediately to the company via telephone and in writing (via e-mail or fax) the details of every transaction involving company stock, including gifts, transfers, pledges, and all 10b5-1 transactions. 3. Periodic Preventive E-mail Alerts/Reminders Because the risk of inadvertent Form 4 filing violations is so high and because public scrutiny has been heightened, the Company will send periodic preventive Reminders and Alerts during the course of the year.
4. Company Assistance Comments Any person who has a question about this policy or its application to any proposed transaction may obtain additional guidance from the General Counsel. 5. Certifications All directors, officers and other employees subject to the procedures set forth in this policy must certify their understanding of, and intent to comply with, the procedures set forth in this policy in the form attached as Exhibit B. 6. Powers of Attorney It is critical that all Section 16 Reporting Persons have a Section 16 Power of Attorney on file with the Company. These Powers of Attorney enable the Company to prepare and file the Forms 4 on a timely basis. A form of Power of Attorney can be obtained from the General Counsel s office. The Sarbanes-Oxley Act of 2002 contains a two business-day Form 4 filing requirement for transactions by Section 16 Reporting Persons. Any late or delinquent Form 4 filings are required to be reported in the Company s proxy statement in a separate captioned section, naming names. The SEC has been granted broad authority by the legislation to seek "any equitable relief that may be appropriate or necessary for the benefit of investors" for violations of any provisions of the securities laws. This policy was adopted to ensure compliance with the new accelerated reporting requirements and to help prevent in advance any inadvertent violations of the federal securities laws, and to avoid even the appearance of trading on inside information.
Exhibit A Broker Instruction/Representation Form TO: FROM: RE: [Broker] [ Your Name] New Tenneco Stock Transaction Policy Pre-clearance Procedure for All Transactions in Company Securities In order to comply with the new two-day filing requirement for officers and directors and others (including family members) subject to Section 16 of the Securities Exchange Act of 1934, Tenneco Inc., of which I am, has instituted new compliance procedures which require you and I to sign this form and immediately return it to the company. 1. I authorize Tenneco Inc. (the "company") and you, my securities broker, to implement procedures for reporting to the company all my transactions (including those of my family members and other entities attributable to me under Section 16) involving company securities, including transfers such as gifts, pledges, hedges, etc., and other changes in beneficial ownership. 2. Prior to executing any instruction other than pursuant to a Rule 10b5-1 pre-approved plan from me involving company securities, you agree that you will verify with the General Counsel s office at the company (see Exhibit 1) that my proposed order or instruction has been approved. You also agree to adhere to your brokerage firm s Rule 144 procedures and all other relevant compliance procedures. 3. Immediately upon execution of any transaction or instruction involving company securities (including Rule 10b5-1 transactions), you agree to provide all the details of the transaction to the General Counsel s office at the company (see Exhibit 1), both (a) by telephone and (b) in writing (by fax or e-mail). Agreed by Section 16 Reporting Person: PRINT Name I, as the above-named person s securities broker, agree to comply with all the above procedures: PRINT Name Brokerage Firm Name Address Phone e-mail Fax No.
Exhibit 1 Current information for pre-clearance requests and notice to General Counsel s office at Tenneco Inc. (information subject to change upon notice provided by Tenneco) 1. By phone (for pre-clearance requests and transaction notices): David A. Wardell, Senior Vice President and General Counsel, 847-482-5053 2. By fax (for transaction notices): David A. Wardell, Senior Vice President and General Counsel, 847-482-5040 3. By e-mail (for transaction notices): dwardell@tenneco.com with a copy to lwinters@tenneco.com
Exhibit B Certification I certify that: 1. I have read and understand the Tenneco Stock Transaction Policy (the "Policy"), covering pre-clearance and broker interface procedures. I understand that the General Counsel of Tenneco Inc. is available to answer any questions I have regarding the new procedures. 2. I will continue to comply with the new Policy for as long as I am subject to the - Section 16 insider reporting requirements with respect to Tenneco Inc. 3. I have signed the attached Broker Instruction/Registration Form. I will immediately - provide a copy of my signed form to my broker to sign and immediately return to the Company. 4. The following is a list of all brokers and nominees through whom I hold Tenneco securities: Name/Contact Information: Name/Contact Information: PRINT NAME: DATED: