Code Of Conduct For Financial Managers

Introduction

This Code of Ethical Conduct for Financial Managers ("Code") applies to all Financial Managers of Tenneco Inc.. Financial Managers are Tenneco's Chief Executive Officer, Chief Financial Officer, Controller, Treasurer, Tax Director, Audit Director, Assistant Controller, Assistant Treasurer and managers reporting to each of these positions who are responsible for accounting and financial reporting. Financial Managers also include the Controllers of business units and all managers reporting to them.

This Code covers a wide range of financial and non-financial business practices and procedures. This Code does not cover every issue that may arise, but it sets out basic principles to guide all Financial Managers of Tenneco. If a law or regulation conflicts with a policy in this Code, the Financial Manager must comply with the law or regulation. If a financial manager has any questions about this Code or potential conflicts with a law or regulation, they should contact Tenneco's General Counsel or Audit Director.

Each Financial Manager shall recognize that financial managers hold an important and elevated role in corporate governance. They are uniquely capable and empowered to ensure that Tenneco's, its stockholders' and other stakeholders' interests are appropriately balanced, protected and preserved. Accordingly, this Code provides principles to which Financial Managers are expected to adhere and advocate. The Code embodies rules regarding individual and peer responsibilities, as well as responsibilities to Tenneco, the stockholders, other stakeholders and the public.

Financial Managers who violate the standards of this Code will be subject to disciplinary action, which may include termination of employment.

Financial Code Principles and Responsibilities

1. Financial Managers shall adhere to and advocate to the best of their knowledge and ability the following principles and responsibilities governing their professional and ethical conduct.
   
   Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
2. When disclosing information to constituents, provide them with information that is accurate, complete, objective, relevant, timely and understandable. Reports and documents that Tenneco releases to the public shall contain full, fair, accurate, timely and understandable information.
3. Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
4. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated.
5. Protect and respect the confidentiality of information acquired in the course of their work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of their work shall not be used for personal advantage.
6. Share knowledge and maintain skills important and relevant to constituents' needs.
7. Proactively promote ethical behavior as a responsible partner among peers in the work environment and community.
8. Achieve responsible use of and control over all assets and resources employed by or entrusted to them.
9. Be responsible for implementing and maintaining an adequate internal control structure and procedures for financial reporting, including disclosure controls.
10. Promptly report code violations to Tenneco's General Counsel and Audit Director.

Waivers of the Code

Any waiver of this Code for Financial Managers may be made only by the Audit Committee of the Board of Directors and will be promptly disclosed as required by law. Requests for waivers must be made in writing to Tenneco's General Counsel prior to the occurrence of the violation of the Code.

Reporting of Violations of the Code, Illegal or Unethical Behavior

Financial Managers should report observed violations of the Code and illegal or unethical behavior to Tenneco's General Counsel and Audit Director or to the Ethics and Compliance hotline. All reports will be treated in a confidential manner and it is Tenneco's policy to not allow retaliation for reports made in good faith of misconduct by others. Tenneco's General Counsel will lead all investigations of alleged violations or misconduct. Employees are expected to cooperate in internal investigations of misconduct and violations of this Code.

Annual Certification

At least one time each calendar year, Financial Managers subject to this Code will sign a statement stating that they have complied with this Code.