Director Independence

Governance

The NYSE rules require that Tenneco's Board of Directors be composed of a majority of members that are independent directors. In addition, all members of the Audit Committee, Compensation Committee and Nominating and Governance Committee must meet the NYSE standards of independence, and Audit Committee members must meet the additional standards of independence under applicable SEC rules.

The Tenneco Board of Directors is currently comprised of 10 members, nine of whom are not officers of the Company (the "Outside Directors") and one of whom is an officer of the Company (the "Inside Director"). The Board of Directors believes that the Company's ratio of Outside Directors to Inside Directors represents a commitment to the independence of the Board and a focus on matters of importance to its stockholders.

The Board of Directors has determined that the nine Outside Directors are "independent" as that term is defined under the listing standards of the NYSE. The Board of Directors has also determined that all members of the Audit Committee meet the additional "independence" requirements of the applicable SEC rules regarding audit committee membership.

Each of the Company's standing Board committees consists entirely of Outside Directors, and thus includes only independent directors.