CORPORATE COMPLIANCE POLICY MANUAL - Tenneco Inc.

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.