CORPORATE COMPLIANCE POLICY MANUAL

Transcription

1 CORPORATE COMPLIANCE POLICY MANUAL DISSEMINATION OF CORPORATE INFORMATION 02/11/2003 Policy Number TA Application: Worldwide Strategic Business Units and Subsidiaries SUBJECT: DISSEMINATION OF CORPORATE INFORMATION POLICY To facilitate good working relationships within Tenneco and among its associated companies, the Company encourages a free flow of information. However, the dissemination, communication or other disclosure of information that is either "proprietary" or "material" needs to be controlled and subject to prior review and certain other procedures so as not to damage the Company's interests or expose the Company to liability and/or penalties. The purpose of the following policies, therefore, is to establish certain rules, procedures and guidelines relating to the release of Company information so as to protect against unauthorized, untimely, inappropriate and/or inadvertent releases of the Company's proprietary and material information and to otherwise ensure consistency and accuracy in the Company's communications. DEFINITION OF PROPRIETARY OR MATERIAL INFORMATION 1. "Proprietary" information is defined as information concerning discoveries, inventions, improvements and innovations, whether or not patentable or copyrightable, methods, processes, techniques, shop practices, formulae, compounds, compositions, computer software, equipment, research data, marketing and sales information, personnel data, customer lists, financial data, plans and all other know-how and trade secrets which are in the possession of the Company (whether relating to the Company or its employees, customers, suppliers or other business relationships) and which have not been published or disclosed to the general public. 2. "Material" information is defined as information, including Proprietary information, that a reasonable shareholder would likely consider important in making an investment decision about the Company's stock. Examples

2 of "material" information include any information, data, news or announcements concerning: the Company's past, present or expected future financial performance; proposed significant mergers or acquisitions; the payment or omission of dividends or other changes in dividend policy; determination of earnings or other financial results; acquisition or loss of a significant contract; major management changes; a significant change in capital investment plans; the purchase or sale of a significant asset; incurring of significant debt or sale of significant amounts of securities; pending significant litigation; a major new technology or invention; the marketing of significant new products; the formation or termination of joint ventures; the addition or loss of a key supplier; and the inability to purchase or receive essential product components in a timely manner. 3. Any person desiring to make disclosure concerning the Company or any of its affairs should contact the Law Department if he or she is uncertain as to whether a proposed disclosure includes or concerns "Proprietary" or "Material" information. PROCEDURE FOR HANDLING REQUESTS FOR INFORMATION Requests for information must be referred to the applicable manager, who in turn must clear the request with the responsible business unit official and Chief Executive Officer,

3 General Counsel or Vice President for Global Communications before releasing the information. Exceptions to this procedure include: the release of information to news media, which is governed by the policies, procedures and guidelines set forth below; the release of information regarding employees or former employees, which is governed by the policies, procedures and guidelines set forth below; the release of information to securities analysts and the financial press, which is governed by the policies, procedures and guidelines set forth below; the release of information to, or communications with, the Company's shareholders, which is governed by the policies, procedures and guidelines set forth below; the release of advertising or marketing information, which is governed by the policies, procedures and guidelines set forth below; and the release of information on the Company's web site, which is governed by the policies, procedures and guidelines set forth below. Finally, it should be noted that often times communications, regardless of the form, medium or audience, concern or include financial information or other information that is "Material." Communications containing or concerning "Material" information, therefore, are also subject to the policies, procedures and guidelines set forth below in the section on "Release of Material Information." RELEASE OF INFORMATION AND PHOTOGRAPHS TO OUTSIDE NEWS MEDIA 1. Procedures for Handling News Media Requests. News media requests received by the operating or staff departments for information of any type are to be referred to Corporate Communications for handling and reply. (See Exhibit A). Releases of information to the press that concern or include financial or other "Material" information are also subject to the policies, procedures and guidelines set forth in the section on "Release of Material Information" below. 2. Procedures for Issuing News Releases. a. Prior Clearance by Corporate Communications. The Corporate Communications Department follows normal professional public

4 relations practices and procedures in clearing news and information with the appropriate departments and business units and in disseminating such news and information to the news media (See Exhibit A). Prior to issuance, all news releases must be cleared by Corporate Communications through the proper business units. Normally, such channels would include the appropriate vice president and manager, as well as members of the Company s Disclosure Committee, but may include others deemed appropriate by the applicable business unit. b. Additional Prior Clearance for Material Information. News releases concerning "Material" information require further clearance by the Office of the General Counsel, and, if financial in nature, by the Chief Financial Officer, in accordance with the policies, procedures and guidelines set forth in the Section entitled "Release of Material Information." RELEASE OF INFORMATION REGARDING EMPLOYEES AND FORMER EMPLOYEES 1. Scope and Purpose. It is the policy of Tenneco to protect the privacy of Company employees and to comply with all applicable legal requirements. Therefore, the release of any information concerning employees or former employees is subject to the following procedures. 2. Procedures for Handling Employee Information Requests. Requests from any source, other than the news media, regarding employees or former employees are to be handled by the Human Resources Department. Requests from the news media for information regarding current or former employees should be referred to the Corporate Communications Department in accordance with the procedures and guidelines set forth above. 3. Role of the Human Resources Department. The Human Resources Department is responsible for replying to all requests for employee information and for making any investigations and taking any other action necessary to ensure that replies to such information requests conform to Company policy and to pertinent legal requirements. Human Resources should contact the Law Department to clarify such legal requirements. 4. Examples of Requests Subject to Policy. Some of the more common types of requests to which this policy is specifically applicable are: Requests from prospective employers concerning former employees.

5 Requests for employees' addresses. Requests from credit agencies and business houses seeking verification of certain facts for credit rating purposes. Requests from housing authorities for verification of salaries and other such employment data. Requests from casualty and bonding companies, etc. NOTE: It is recognized that at some locations, security clearances necessitate dealing with outside agencies, and such inquiries are not necessarily handled by the Human Resources Department. Investigations for purposes of security clearance are handled according to local policy and subject to the approval of local management. RELEASE OF INFORMATION TO, AND COMMUNICATION WITH, SECURITIES ANALYSTS AND THE FINANCIAL PRESS 1. Scope and Purpose. Tenneco is committed to providing orderly, timely, consistent, and credible information to securities analysts and the financial press in accordance with federal and local securities laws and the rules of the exchanges where the Company's stock is traded. The federal securities laws require the Company to disclose certain information to the public from time to time. However, if information is to be disclosed to analysts and the press that has not been disclosed to the general public, serious consequences can result. First, the Company would be required to disclose this information to the general public, which may not be in the best interests of the Company at that time. Second, the individual who disclosed the information may be held liable under Section 10(b) of the Securities Exchange Act of 1934 and face severe civil penalties, which could result in fines of hundreds of thousands of dollars. 2. Procedures and Guidelines. The following procedures and guidelines apply to all communications and other dealings with analysts and members of the financial press. Typically, communications and other dealings with analysts and the financial press necessarily involve the release or disclosure of financial data and other "Material" information concerning the Company and its operations and affairs. Accordingly, communications that concern or include "Material" information are also subject to the policies, procedures and guidelines set forth in the "Release of Material Information" section below.

6 "Persons authorized to communicate with analysts and the financial press" The Chairman and Chief Executive Officer, the General Counsel, the Chief Financial Officer and certain other designated individuals under the direct supervision of the Chief Financial Officer are the only people who are authorized to speak with analysts. In addition to the foregoing individuals, the Vice President of Global Communications and designated individuals under the direct supervision of the Vice President of Global Communications are the only people who are authorized to speak with members of the financial press. Any other employee who is contacted by an analyst or member of the financial press should follow the procedures set forth in the next paragraph. Procedure for employees not authorized to speak with analysts or members of the financial press. Any employee other than those identified above who is contacted by an analyst or member of the financial press should immediately ask what the communication is regarding and find out from the financial reporter or analyst when and where he or she can be reached. The employee should then immediately refer this information, in writing, to the Chairman and Chief Executive Officer, the General Counsel, the Chief Financial Officer, Vice President of Global Communications, or one of the designees of the Chief Financial Officer or Vice President of Global Communications so that he or she may contact the financial reporter or analyst. It is important that employees not divulge any substantive information to the analyst or financial reporter. Employees should gather only enough information so that the Chief Executive Officer, Chief Financial Officer, Vice President of Global Communications or their designated individuals may efficiently contact the analyst or financial reporter. Designation of additional persons authorized to communicate with members of the financial press. From time to time, the Chairman and Chief Executive Officer, General Counsel or Chief Financial Officer may, at his or her discretion, authorize certain other employees to communicate with analysts and financial reporters. After any such communication, these employees should make a log and record all communications with analysts and financial reporters. The log should include: (i) the time and date of communication;

7 writing, etc.); (ii) (iii) (iv) (v) the method of communication (i.e., on the phone, in a summary of any and all information disclosed to the analyst or financial reporter; copies of any written materials given to the analyst or financial reporter; and any other relevant information. The communications log will be reviewed monthly by a team from the Finance and Communications areas of the Company comprised for purposes of checking the accuracy and consistency of the information being recorded. RELEASE OF INFORMATION TO, AND COMMUNICATIONS WITH, SHAREHOLDERS 1. Scope and Purpose; Procedure. Tenneco values its relationships with all of its shareholders. Any communication from a shareholder or potential investor requesting information relating to the Company should be forwarded to Tenneco's Finance Department, Investor Relations, for proper handling. 2. Additional Prior Clearance Necessary for "Material" Information. Communications involving "Material" information are also subject to the policies, procedures and guidelines set forth below in the "Release of Material Information" section. RELEASE OF ADVERTISING AND MARKETING INFORMATION 1. Scope and Purpose. One of the goals of Tenneco is to develop effective advertising that also fully complies with all applicable laws. 2. Procedures and Guidelines. a. General Procedures and Guidelines. Advertising issues and legal standards are always subject to change due to new laws, case decisions, changes in enforcement policies, and new advertising strategies. Exhibit B sets forth some of the legal bases for the regulation of advertising/marketing information. To better ensure that all of Tenneco's advertising meets its goals, each advertisement will be reviewed and approved by both Corporate

8 Communications and the Law Department. It is also important that each of these Departments be afforded a reasonable time within which to perform its review. Each advertisement should be submitted to Corporate Communications and the Law Department with all necessary permissions, sign-offs, disclaimers, and substantiation. In most instances, video or other graphics must also be submitted to Corporate Communications and the Law Department for review before the advertisement is disseminated, because visual images can make very strong implied claims which are not always apparent from the audio or copy portion of the advertisement. b. Prior Substantiation. Before dissemination of an advertisement, an advertiser must have a "reasonable basis" for believing that each express and implied claim is true. The Law Department and Corporate Communications will work together with Sales and Marketing to establish that appropriate prior substantiation exists for every claim made in any advertisement or marketing material. See Exhibit B, Part 2, for a more detailed discussion of the concept and requirements of "prior substantiation." 3. Procedures and Guidelines Governing Sweepstakes and Contests. a. Sweepstakes versus Lotteries. A lottery is a contest in which all of the following are present: 1) consideration, 2) chance, and 3) a prize. (Consideration is payment or contribution of something of value.) Except for those conducted by many state governments, lotteries are generally illegal under federal and state law. If the contestant does not have to pay a fee or do anything substantial to enter, the element of "consideration" is missing and the contest is usually considered a legal sweepstakes. However, in some states, the law does not clearly resolve the question of what constitutes consideration. For example, requiring a contestant to go to a store to pick up or drop off an entry blank may constitute "consideration" in at least one state. And, what would be considered a legal sweepstakes in some states may be illegal in others. For this reason, some sweepstakes cannot be offered in all states. In addition to laws regarding the "consideration" issue, several states have laws that regulate how sweepstakes are run. For

9 example, some states have bonding and/or registration requirements. b. Use of Outside Vendors To Conduct the Sweepstakes. Because of the many and differing laws governing sweepstakes, the Law Department strongly recommends that any sweepstakes in which Tenneco is involved be run by a reputable, outside vendor experienced in handling sweepstakes. The Law Department must also be provided with the opportunity to review the terms of any sweepstakes before it is disseminated, as well as any agreement between that vendor and Tenneco. c. Complete Contest Rules and Disclosure Requirements. Complete contest rules must be readily available to potential contestants on or immediately adjacent to the entry form as well as in all advertising. In some instances, it is permissible to advertise basic information about entry requirements and provide details on how to request complete rules. Because of "consideration" issues, a mail-in entry alternative should be offered for all advertised sweepstakes. Sufficient time must be allowed for contestants to obtain the complete rules and enter by mail. Sweepstakes rules should always include the following information: an exact description of the prizes, including "approximate retail value" (particularly important for travel prizes); the closing and drawing dates of the sweepstakes; a description of any restrictions on eligibility (including any age, geographic, employment, or driver's license restriction); a description of the method of selecting winners; a clear statement of entry requirements, including the mail-in alternative, when applicable; a statement of the odds of winning each prize; a description of the process for claiming prizes; and statements that no purchase is necessary to enter, the contest is void where prohibited by law, and all applicable taxes are the responsibility of the winner. It is usually advisable also to state who is administering the contest and the fact that the judge's decision is final; that original entry forms are required (no reproduced copies); whether multiple entries are permitted; whether entry constitutes consent to the use of the entrant's name and likeness; where to obtain free entry forms; whether substitution and/or transfer of prizes is permitted; a description of how unclaimed prizes are handled; that winners are required to execute eligibility affidavits; how to request a list of winners; and statements that

10 all prizes will be awarded and all federal, state, and local laws and regulations apply. If third parties, such as dealers, must take certain actions in order to make the sweepstakes work, Tenneco must also take steps to ensure that such third parties meet all of their obligations. 4. Special Guidelines and Procedures for Environmental Claims in Advertising Materials. All environmental claims in advertising materials, whether explicit or implied, must be substantiated by competent and reliable evidence. Furthermore, qualifications and disclosures should be sufficiently clear and prominent to prevent deception; claims should make clear whether they apply to the product, the package, or a component of either; claims should not overstate the environmental attribute or benefit; and a claim comparing the environmental attributes of one product with those of another product should make the basis for the comparison sufficiently clear. Unqualified general environmental claims are frequently difficult to interpret and may have a wide range of meanings to consumers. Therefore, unless they can be thoroughly substantiated, broad environmental claims should be avoided. The FTC has adopted lengthy, specific guidelines addressing a wide range of environmental claims, such as claims that a product is recyclable, made from recycled materials, or ozone safe. Contact the Law Department for guidance before developing any advertisement with specific environmental claims. RELEASE OF INFORMATION ON TENNECO WEB SITES 1. Scope and Purpose. Information posted on the Company's web site can be as much a source of potential liability as information released by other means. Accordingly, the same procedures and guidelines that apply to "formal" disclosures (e.g., SEC filings, press releases, advertisements, etc.) generally also apply to posting information on web sites. The same review and clearance procedures that apply to formal disclosures and release of Company information also will apply to information of that same type disclosed or posted on the Company's web sites. However, because web site releases present additional challenges and concerns not posed by traditional forms of communicating information, the posting of Company information on the Company web site also will be subject to the additional procedures and guidelines set forth below.

11 2. Procedures and Guidelines. The following procedures and guidelines are to be followed when releasing or posting information on the Company web site. a. Prior Review. To avoid inappropriate disclosures and to ensure "safe harbor" protection where applicable, all information proposed to be posted on the web site and all subsequent monitoring and updating of information must be reviewed and approved in advance by a member of the Law Department and, if the information proposed to be posted is financial in nature, by the Chief Financial Officer or his or her designee. This review will focus on securities law issues as well as consistency, accuracy and substantiation. Disclosures containing "Material" information are also subject to the policies and guidelines set forth in the "Release of Material Information" section below. b. Use of Safe Harbor Language. Forward-looking statements should be avoided to the extent possible and, where not possible, "safe harbor" language should be used. See the Release of Material Information section below. c. Periodic Review and Updating. It should be noted that the "duty to update" (discussed in the Release of Material Information section below) may also apply in the context of information posted on the Company's web site. Accordingly, in addition to reviewing materials prior to posting on the web site, information already posted should be periodically examined by Investor Relations for continued accuracy. Also, all information posted on the web should clearly indicate the date on which it was posted. d. Selective Posting. Press releases (and other "formal" disclosure documents posted on the site) should not be selectively posted. In other words, the Company should not post only the "good" press releases. e. Press Release Disclaimer. Posted press releases should be followed by the following disclaimer: "(1) The information in the press release should not be deemed accurate or current except as of the date the release was posted; (2) The Company has no intention of updating, and specifically disclaims any duty to update, the information in the press releases; and

12 RELEASE OF MATERIAL INFORMATION (3) To the extent the information is forward-looking, it is intended to fit within the safe harbor for forward-looking information, and is subject to material risk factors." 1. Scope and Purpose. The release of Material information is subject to specific legal requirements. For this and other reasons, the Company must carefully consider the timing of such releases as well as the method used to release Material information. Accordingly, the following procedures and guidelines govern any communication, regardless of the form, medium or intended audience (i.e., press releases, advertisements, speeches, employee bulletins and other communications, "road show" presentations, media interviews, shareholder communications, analyst conferences, web site materials, etc.), that contains "Material information" concerning the Company or its operations or affairs. 2. Disclosures Must Be Accurate and Complete. Any disclosure of "Material information" must be accurate and complete. Disclosures must be factual, clear, succinct and accurate so that they may not later be alleged to be misleading. Disclosures also must include all Material information relating to the matter being disclosed. In other words, disclosures should tell the "whole truth" about the information being disclosed. All facts necessary to give a full understanding of the matter must be disclosed, because statements that are literally true may be misleading if they omit essential facts. Half truths are actionable under the federal and state securities laws as misrepresentations. The individual responsible for preparing, presenting and/or issuing a communication is responsible for the accuracy and completeness of the information being disclosed. 3. Disclosures must be supported. Disclosures (or any portion of a disclosure) stated as an opinion - e.g., "we believe that the xyz product will be well received by the market" - must have a reasonable basis and support. The support for any opinion or belief stated in a disclosure should be documented at the time the disclosure is made, and such support should thereafter be maintained in the Company files for future use in the event the disclosed opinion or belief subsequently becomes the subject of a lawsuit. 4. All disclosures must be widely disseminated and not selectively disclosed. It is against Company policy to selectively disclose Material, non-public information concerning the Company or its operations or affairs. Disclosures of previously non-public, Material information must be widely disseminated through press releases and not selectively

13 disclosed to individual investors, analysts or others prior to release to the general public. Disclosure of non-public, Material information on a selective basis that is, disclosures of Material information about the company's current or prospective financial results to analysts or other individuals or groups prior to its full dissemination by press release to the general public is illegal and exposes the company and the person responsible for making the selective disclosure to insider trading liability. 5. Disclosures generally should avoid projections and other speculative or forward-looking information. Generally, disclosures should avoid projections regarding future financial performance and other speculative statements concerning expected future performance, events or circumstances, such as management's future operating plans, expectations of future economic performance of the Company, the automotive industry or the economy as a whole, or assumptions that underlie expected future economic or operating performance. However, if any disclosure of future results or other forward-looking data or information is being made, the following additional Guidelines should be followed. Guidelines for Written and Oral Disclosures of Forward- Looking Information All forward-looking data, information or statements contained in any disclosure should be clearly identified as such. In written communications this can be done a number ways, including using asterisks, footnotes and/or "identifying terms or phrases." Identifying forward-looking information in oral disclosures is a bit more difficult and sometimes awkward. Individuals making oral or written disclosures of material, forward-looking information should work with a member of the Law Department to craft the most practical and effective way to identify the forward-looking information being disclosed in the subject communication. The basis and support for all forward-looking statements must be documented and maintained in a separate file for future reference. This documentation must show that the Company had a reasonable basis for making the forward-looking statement at the time it was made. Prior disclosures of forward-looking information should be monitored and reviewed on an ongoing basis in light of changing corporate and economic developments so that they can be updated and corrected as necessary. Additional Guidelines for Written Disclosures

14 Any written disclosure containing forward-looking information or statements must also contain or include the Company's safe-harbor paragraph. The safe-harbor paragraph should contain meaningful cautionary statements that identify the important factors that could cause actual results to differ materially from those predicted. The safe harbor paragraph should not be merely a "boilerplate" warning. It should be tailored to the particular forward-looking statement being made and should therefore describe what factors or circumstances could realistically cause the projected results or events not to occur or be realized. Therefore, any person desiring to disclose forward-looking information in a press release or other form of disclosure should consult with a member of the Company's Law Department so that an appropriate safe harbor paragraph can be drafted to accompany the forward-looking disclosure. Additional Guidelines for Oral Disclosures To obtain the benefits of the safe harbor to the greatest practicable extent, the call, interview or speech should begin with an opening statement that seeks to invoke the safe harbor. In this opening statement, the speaker should clearly state that "actual results might differ materially from those projected in any forwardlooking statement included in the subsequent discussion." The speaker should also advise the participants that additional information concerning factors that could cause actual results to materially differ is contained in a readily available written document. The speaker should identify the readily available document, and the information contained in that document must meet the standard for meaningful cautionary statements. For this purpose, any document filed with the SEC or generally disseminated is considered "readily available." Opening Statement Example: By now you all should have seen our press release and associated financial information. In addition to reviewing our [ ] quarter and [ ]-month results, some of our comments today may include forward-looking statements. Please keep in mind that the actual results could differ materially from those projected in any of our forward-looking statements, and we have provided additional information in today's press release and in our Form 10-K for fiscal 199_ [or 20 ] and our Form 10-Q for, 199_ [or 20 ] concerning factors that could cause this to occur. Although it is often difficult during a live call, the Company's spokesperson should specifically identify forward-looking

15 statements whenever practicable. Following is a suggested "tag" that the Company's spokesperson should keep "at the ready" to assist in identifying forward-looking statements during the give and take of a conference call or interview. Example Reminder Tag: Obviously, this is a forward-looking statement and the actual results could differ materially from those projected [or discussed] in the statement. 6. Prior Clearance of Communications Containing Material Information. All disclosures of "Material" information concerning the Company or its operations or affairs must be reviewed before release or other public dissemination by the Company's General Counsel or his or her designee. All communications containing financial data or information must also be reviewed and approved by the Chief Financial Officer, or his or her designee, before release. ACCIDENTAL DISCLOSURES; RUMORS 1. Procedure To Address the Accidental Disclosure of Sensitive Information. Any person who feels that there is even a possibility that he or she has disclosed information to an analyst, financial reporter or other person which is not public knowledge should immediately contact the General Counsel. This procedure is necessary to protect both the individual and the Company from liability under the federal securities laws or exchange regulations. 2. Commenting on or Correcting Market Rumors or Speculation. The federal securities laws generally do not require the Company to correct, verify or otherwise comment on rumors or speculation in the marketplace about the Company, unless those rumors can be attributed to the Company. Therefore, the Company's policy is generally to take a "no comment" approach to market rumors or speculation that are not attributable to the Company. However, in certain cases, it may be necessary to respond to such rumors. For example, the NYSE rules require a company to immediately make a public announcement if rumors or unusual market activity indicate that information on impending developments has leaked. Accordingly, all inquiries about and/or requests to respond to market rumors and speculation about the Company should immediately be brought to the attention of the Office of the General Counsel, and he or she, in conjunction with the Company's Chief Financial Officer and Vice President of Global Communications, will determine whether the Company should make any comment concerning the rumor. Any comment beyond "no comment regarding market rumors must be made in accordance with the policies, procedures and guidelines set forth above in the "Release of Material Information" section.

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17 Exhibit A Procedures and Guidelines for Media and Press Releases The following communications protocol will help ensure that Tenneco communicates consistent and accurate information about the Company and its activities. This is particularly important in communicating information about new business or other developments that may be material and subject to specific disclosure requirements. Coordinated communications will help the Company speak with one voice and create a positive net impression. It is the Company s media policy to communicate honestly, accurately and with consistent messages in order to be responsive to the media in terms of meeting deadlines and providing appropriate information. Global Corporate Communications must be involved in responding to all media inquiries. Procedures for handling local/regional media inquiries When a reporter calls: 1. Ask the reporter a. his/her name and news organization b. contact information - telephone number and c. nature of the inquiry d. his/her deadline Note: Do not offer any information at this point. Promise the reporter that the appropriate person will respond in a timely manner. 2. Immediately contact the plant manager or most senior person available in your area and inform them of the media inquiry. Provide them all of the information obtained (reporter s name and news organization, contact information, nature of inquiry, and deadline). If no one is available, contact Corporate Communications directly for assistance. 3. Before responding to the reporter, the plant manager/senior person available must work with Corporate Communications to determine the appropriate response and who should handle the interview. 4. Conduct the interview (with Corporate Communications approval and counsel) and monitor follow-up reporting. Procedures for handing national, international and business media (print, broadcast and wire services) 1. All inquiries from national, international or business media must be immediately referred to the director of external communications (1 847

18 ), director of communications for Europe ( ) or the vice president of global communications ( ). 2. Corporate Communications will involve and brief senior management, as necessary, identify spokesperson and provide briefing material before interview. 3. Corporate Communications will sit in on interviews and handle any subsequent follow up with the reporter. Procedures for issuing all news releases 1. The Vice President of Global Communications, General Counsel, CFO, and CEO (or their designees) and at least two members of the Disclosure Committee must first approve any press releases distributed over PRNewswire or similar wire/fax/internet services prior to distribution. 2. The Vice President of Global Communications, the Director of External Communications, the Director of Investor Relations or the Director of communications Europe must clear and facilitate any news release distributed over PRNewswire or similar wire/fax/internet services. All other press releases must be cleared by Corporate Communications before distribution. Documents should be forwarded to the Director of External Communications.

19 1. Background Information Exhibit B Tenneco Advertising Information and Guidelines These guidelines are not intended to be all-inclusive and, therefore, are not designed to and cannot take the place of a legal review process. Each advertisement, including brochures, product data sheets, and even statements made on packaging, must be reviewed by the Law Departments. A particular advertisement may meet the letter of the guidelines and still not be approved because it does not meet their spirit or because the unique nature of the advertisement renders it otherwise unacceptable. The Law Department is always prepared to explain its recommendations and to assist in finding a solution to the particular problem. These guidelines do not replace face-to-face communication among the responsible departments, advertising agencies and the Law Department. Through communication, expensive mistakes, unnecessary delays, and adverse publicity can be avoided to everyone's benefit. (A) Sources of Advertising Regulation Federal Laws and Regulations The Federal Trade Commission (FTC) is the federal agency which regulates advertising. The FTC has very broad authority to define and prohibit deception and unfairness in advertising. The FTC regulates advertising by adopting specific rules and guidelines which it then enforces. Through an enforcement action, the FTC can prohibit an advertiser from making specified deceptive claims in the future or, under certain circumstances, require it to undertake corrective advertising. The FTC can also seek significant monetary penalties for egregious deceptive claims. State and Local Laws and Regulations Most states have laws which give them broad enforcement authority very similar to that of the FTC. However, unlike the FTC Act itself, many of the state laws provide for specific monetary penalties in addition to prohibiting deceptive claims. Under these laws, states are able to seek significant monetary penalties for even relatively minor advertising infractions. In some states, such as California, these laws may be enforced by County District Attorneys and City Attorneys in addition to the State Attorney General. There are also many state and local specific laws and regulations which govern advertising.

20 Private Claims In addition to actions by law enforcement officials, a deceptive advertisement can be the subject of a lawsuit brought by either a competitor or a consumer who claims to have been harmed by it. It is not uncommon for such an action to "piggyback" on a government action. The plaintiff may seek an order prohibiting future deceptive claims or obtain compensation for damages caused by the prior deception or both. When brought as a consumer class action, which is frequently the case, the aggregate damages and administrative costs related to dispersing the compensation can be substantial. An advertisement can also be the subject of review by the National Advertising Division (NAD) of the Council of Better Business Bureaus. The NAD is an industry self-policing mechanism and has no enforcement authority of its own. However, if a problem is not resolved to its satisfaction, NAD is likely to refer it to the FTC, which typically gives much weight to the referral. Consequently, NAD can be an effective arbitrator of advertising disputes. Network Standards Television networks have advertising standards with which advertisements must also comply. If the advertisement does not comply, the network may refuse to broadcast it. Network standards are sometimes more and sometimes less restrictive than the law and sometimes involve considerations of taste or public values rather than deception. As a result, compliance with network standards does not necessarily mean compliance with the law and vice versa. Breadth of Possible Liability As the advertiser, Tenneco may have liability for its commercial messages even if the problem was not caused directly by Tenneco. For example, if the problem was caused by Tenneco's advertising agency which was acting on the Company's behalf, Tenneco may possibly be liable for it. In other situations, Tenneco's legal advertising obligations may extend to a dealer's or third party's commercial messages, where the factual basis for the claim at issue is supplied by Tenneco and the Company understands or expects such information will be disseminated to the public. As a result, certain types of communications to dealers, such as dealer training materials, may have legal implications for the Company and also need to be reviewed by the Law Department.

21 Advertising claims and statements can also have implications for product liability lawsuits. An attorney representing an injured person may try to claim in a lawsuit that his or her client was injured because that person believed and relied upon a representation in an advertisement (either express or implied) which did not turn out to be true. (B) General Prohibition against Deceptive Claims The most important legal principle which applies to advertising is that misleading or deceptive claims are prohibited. While this concept sounds very simple, it can be difficult to apply. It is not always clear whether or not a claim is deceptive under the law. An express claim can be relatively easy to understand: the representation itself establishes its meaning. However, an advertising claim can be implied as well as express. To determine what, if any, implied claims are made, the totality of the advertisement must be examined, including: the advertisement's visual images, the juxtaposition of various phrases or images, and the nature of the claim and transaction. An advertiser can be responsible for an implied claim that is not expressly stated in an advertisement, and an implied claim need not have been intended. The standard for determining whether a claim is being made and whether that claim is misleading is: Is the consumer's interpretation of the advertisement reasonable? An interpretation will be presumed to be reasonable if an advertiser intended to convey that particular message. Moreover, an interpretation can be reasonable even if only a minority of consumers infer the claim. An advertiser need not have intended to deceive in order to be liable for a misleading or deceptive advertisement. For many legal purposes, the standard is essentially that of strict liability: if the advertisement is misleading, the advertiser is liable for it, no matter how good its intentions. The more material or important the claim, the more likely it is to attract enforcement interest, especially at the federal level. (State enforcement agencies place less emphasis on the need for the claim to be material.) Claims which are likely to influence a consumer's purchasing decision with respect to the advertised product are material. Express claims and intended implied claims are presumed to be material. Certain types of claims, including those involving health, safety, and the central characteristics of a product, such as its durability, performance, warranties, or quality, are also presumed to be material.

22 The failure to make a claim can also be deceptive under some circumstances. The law requires an advertiser to disclose all facts necessary to avoid having an advertisement be misleading. Many advertisements are subject to copy tests or other consumer surveys. The results of such testing is frequently the first thing a government agency requests during an investigation. In the event consumer testing makes it clear that some consumers reasonably understand the advertisement to be making an incorrect claim, the advertisement must be modified, even if it has already been disseminated, to prevent misunderstanding. 2. Substantiation Concepts and Requirements (A) The Substantiation Requirement Before dissemination of an advertisement, an advertiser must have a reasonable basis for believing that each express and implied claim is true. This requirement is frequently referred to as "prior substantiation." It is a violation of the law not to have prior substantiation, even if an advertiser were later able to establish that the claim was true when made. (B) How Much Substantiation Is Required? If the advertisement makes a claim that "tests" or "studies" "prove" a particular point, it must be substantiated by tests or studies that meet the standards of the applicable industry. If the advertisement does not make a claim about the level of proof which supports the claim, an advertiser must possess a "reasonable basis" for the claim. What constitutes a reasonable basis depends upon a number of factors, including the type of claim, the product, the consequences of a false claim, the benefits of a truthful claim, the cost of developing the substantiation for the claim, and the amount of substantiation experts in the field believe is reasonable. For example, more substantiation is required for health or safety claims than most other types of claims. An advertiser is expected to have prior substantiation for all express and implied claims which are reasonable interpretations of its advertisements. (C) In-House Substantiation For purposes of obtaining Law Department approval of an advertisement, many claims can be substantiated internally. Many product and performance claims may be substantiated by means of a letter from the Chief Engineer or the engineering team who is dealing with the particular

23 product. The Law Department will require a copy of the Chief Engineer's letter before approving such claims. Copies of other advertisements or press releases are not sufficient substantiation. The Law Department in all cases needs to see the underlying substantiation. Certain claims may be made in many different advertisements and the Law Department will retain a copy of all substantiation submitted to it. If you know the Law Department has current substantiation for a claim, you need not resubmit it. If you are uncertain as to whether or not a claim has already been substantiated or if the substantiation is up-to-date, contact the Law Department. (D) Substantiation through Expert Testing Some claims, such as performance comparisons, may require testing by a firm or person who is competent to conduct and interpret the test. Any such test must conform to generally accepted industry standards and must be impartially designed and administered. If a survey or test is conducted by a third-party, known and recognized as an industry expert, for its own purposes and applying standards which meet those of the industry, it may be used in an advertisement so long as the Company has permission to do so and has no reason to believe the results are erroneous or misleading in any way. Tests may also be performed by Tenneco or an affiliate or by a third-party at Tenneco's request. Regardless of whether the test is conducted in-house or by an independent third-party, certain standards must be met before the results may be used in advertising. The methodology must be scientifically and statistically sound, meeting all relevant industry standards. The test must be conducted in a fair and impartial manner by someone with the appropriate level of expertise for the particular attribute being tested. Results must be reported in a statistically significant manner. If comparable tests performed by others are available, the Company must be able to resolve any differences in the results obtained if the comparable test results are less favorable. Assuming the testing meets these requirements, the results may be advertised so long as the Company has no reason to believe the results are erroneous or misleading.

24 If Tenneco commissions testing with the expectation that the tests will substantiate certain claims, the scope of the testing must be appropriate for the claims expected to be made. (E) Demonstrations and Substantiation A misrepresentation through a picture (either photograph or video) is as much an unfair practice as a written or oral misrepresentation. A demonstration of a vehicle or other product shows how it or one or more of its features performs. The average consumer should be able to obtain the same performance as shown in the demonstration. The demonstration must actually prove the product feature which it is claimed to prove. Because a demonstration must be truthful, undisclosed mockups or props cannot be used if, in the context of the advertisement as a whole, they materially misrepresent a material characteristic of a vehicle or any other material aspect of the demonstration or depiction. Furthermore, the product being demonstrated, as well as any props shown, cannot be modified in any undisclosed, material manner. 3. The Role of Disclaimers For purposes of these Guidelines, a disclaimer is the small type size statement found in a television "super" or at the bottom of a print advertisement. The message read veryquickly at the end of a radio commercial is also a disclaimer. Some disclaimers are required by law. The detailed information disclosed about a fuel economy claim or the conditions under which a test was run are examples of disclaimers. The purpose of a disclaimer is to explain or provide clarification. In order to prevent an advertisement from being misleading, a disclaimer may be necessary to provide an explanation where a claim is susceptible to more than one meaning. A disclaimer cannot be used to contradict a misleading message nor to make an otherwise misleading advertisement truthful. 4. Summary of Advertising Guidelines Advertisements must not be deceptive or misleading. Any claim, whether express or implied, made in an advertisement must be substantiated at the time the claim is made. Prior substantiation means that a "reasonable basis" exists for the claim. A greater degree of substantiation is required for health and safety claims than for other types of claims.