Purpose
Tenneco’s Stock Ownership Guidelines align the interests of executives with the interests of stockholders and promote Tenneco’s commitment to sound corporate governance.

Participation
Tenneco’s Stock Ownership Guidelines apply to the following company leaders:

Determination of Guidelines
Individual guidelines are established for each participant as follows:

• 125,000 shares Chairman/Chief Executive Officer (equal to approximately 5x base salary as of July 2007);
• 4,000 shares for Non-Management Members of Board of Directors (equal to approximately 3x annual retainer fee as of July 2007);
• 35,000 shares for Executive Vice-Presidents (equal to approximately 3x annual base salary as of July 2007); and
• 30,000 shares for Senior Vice-Presidents (equal to approximately 3x annual base salary as of July 2007).

The Compensation/Nominating/Governance Committee of the Board of Directors may, from time to time, reevaluate and revise participants’ guidelines to give effect to changes in Tenneco’s common stock or other factors it deems relevant.

Counting Shares Owned
Stock that counts towards satisfaction of Tenneco’s Stock Ownership Guidelines includes:

Compliance with the Guidelines
Participants are required to achieve their Stock Ownership Guideline within five years of becoming subject to the Guidelines. If a participant’s Stock Ownership Guideline increases because of a change in title, a five-year period to achieve the incremental guideline begins in January following the year of the title change. Once achieved, ownership of the guideline amount must be maintained for as long as the individual is subject to these Stock Ownership Guidelines.

The Compensation/Nominating/Governance Committee of the Board of Directors has the authority to review each participant’s compliance (or progress towards compliance) with these Stock Ownership Guidelines from time to time and, in its sole discretion, to impose such conditions, restrictions or limitations on any participant as the Committee determines to be necessary or appropriate in order to achieve the purposes of these Stock Ownership Guidelines. For example, the Committee may mandate that a participant retain (and not transfer) all or a portion of any shares delivered to the participant through Tenneco’s compensation plans or otherwise restrict the participant’s transfer of previously owned shares.

There may be instances in which the Stock Ownership Guidelines would place a severe hardship on the participant or prevent the participant from complying with a court order, such as a divorce settlement. In these instances, the participant must submit a request in writing to Tenneco’s Senior Vice President of Global Administration or the Compensation/Nominating/Governance Committee of the Board of Directors that summarizes the circumstances and describes the extent to which an exemption is being requested. Tenneco’s Senior Vice President of Global Administration (after reviewing the request with the Chairman and Chief Executive Officer) or the Committee, as applicable, will make the final decision as to whether an exemption will be granted. If such a request is granted in whole or part, Tenneco’s Senior Vice President of Global Administration will work with the participant to develop an alternative stock ownership plan that reflects both the intention of these Stock Ownership Guidelines and the participant’s individual circumstances.

Administration
The Stock Ownership Guidelines are administered and interpreted by the Compensation/Nominating/Governance Committee of the Board of Directors and, as to matters relating to the calculation of individual guidelines and the granting of exemptions from the guidelines, Tenneco’s Senior Vice President of Global Administration.