CORPORATE COMPLIANCE POLICY MANUAL - Tenneco Inc.

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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.
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CORPORATE COMPLIANCE POLICY MANUAL - Tenneco Inc.

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