CORPORATE COMPLIANCE POLICY MANUAL - Tenneco Inc.

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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.
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CORPORATE COMPLIANCE POLICY MANUAL - Tenneco Inc.

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