rrd109607_123109.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DrNOBYyd7Z88SF8OP10ECXf3hmrEogSX/182kXguq+pxQv9xP+ZLMKY4VCZMWp0O oOVNSeSQ2dE63aW3zmRANg== 0001181431-06-043947.txt : 20060727 0001181431-06-043947.hdr.sgml : 20060727 20060727143909 ACCESSION NUMBER: 0001181431-06-043947 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060719 FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060727 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO INC CENTRAL INDEX KEY: 0001024725 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 760515284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-482-50 MAIL ADDRESS: STREET 1: 500 N FIELD DR STREET 2: ROOM T 2560B CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: TENNECO AUTOMOTIVE INC DATE OF NAME CHANGE: 19991112 FORMER COMPANY: FORMER CONFORMED NAME: NEW TENNECO INC DATE OF NAME CHANGE: 19961011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Novas Paul D CENTRAL INDEX KEY: 0001369565 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 06984182 BUSINESS ADDRESS: BUSINESS PHONE: 847-482-5000 MAIL ADDRESS: STREET 1: 500 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 3 1 rrd125217.xml X0202 3 2006-07-19 0 0001024725 TENNECO INC TEN 0001369565 Novas Paul D 500 NORTH FIELD DRIVE LAKE FOREST IL 60045 0 1 0 0 VP and Controller Common Stock 2180 D Common Stock 11833 D Common Stock 3917 I By 401(k) Employee Stock Option (Right to Buy) 24.07 2016-12-12 Common Stock 3765 D Employee Stock Option (Right to Buy) 19.82 2018-01-13 Common Stock 5647 D Employee Stock Option (Right to Buy) 19.46 2008-07-21 Common Stock 9412 D Employee Stock Option (Right to Buy) 8.56 2009-11-05 Common Stock 10000 D Employee Stock Option (Right to Buy) 3.66 2011-01-09 Common Stock 10000 D Employee Stock Option (Right to Buy) 1.57 2011-12-05 Common Stock 30000 D Employee Stock Option (Right to Buy) 3.77 2013-01-21 Common Stock 15000 D Employee Stock Option (Right to Buy) 8.68 2014-01-20 Common Stock 5000 D Employee Stock Option (Right to Buy) 16.00 2012-01-14 Common Stock 5000 D Employee Stock Option (Right to Buy) 21.19 2013-01-16 Common Stock 2500 D Employee Stock Option (Right to Buy) 21.60 2013-03-17 Common Stock 1000 D Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3. Of the shares, 1,666 will vest on January 14, 2007, 834 will vest on January 16, 2007, 5,000 will vest on January 20, 2007, 334 will vest on March 17, 2007, 1,667 will vest on January 14, 2008, 833 will vest on January 16, 2008, 333 will vest on March 17, 2008, 833 will vest on January 16, 2009 and 333 will vest on March 17, 2009. All Employee Stock Options (Right to Buy) have vested. 1,667 Employee Stock Options (Right to Buy) vested on January 20, 2005, 1,666 Employee Stock Options (Right to Buy) vested on January 20, 2006 and 1,667 Employee Stock Option (Right to Buy) will vest on January 20, 2007. 1,667 Employee Stock Options (Right to Buy) vested on January 14, 2006, 1,666 Employee Stock Options (Right to Buy) will vest on January 14, 2007 and 1,667 Employee Stock Option (Right to Buy) will vest on January 14, 2008. 834 Employee Stock Options (Right to Buy) will vest on January 16, 2007, 833 Employee Stock Options (Right to Buy) will vest on January 16, 2008 and 833 Employee Stock Option (Right to Buy) will vest on January 16, 2009. 334 Employee Stock Options (Right to Buy) will vest on March 16, 2007, 333 Employee Stock Options (Right to Buy) will vest on March 16, 2008 and 333 Employee Stock Options (Right to Buy) will vest on March16, 2009. /s/Timothy R. Donovan, Attorney-in-fact for Paul D. Novas 2006-07-27 EX-99. 2 rrd109607_123109.htm POWER OF ATTORNEY rrd109607_123109.html

Exhibit 99.1

POWER OF ATTORNEY
AND
CONFIRMING STATEMENT

      KNOW ALL PERSONS BY THESE PRESENTS, that I hereby designate, appoint, and constitute, and hereby confirm the designation, appointment and constitution of, each of Timothy R. Donovan, J. Jeffrey Zimmerman, Anne E. Frueh, Horace V. Draa and James D. Harrington as my true and lawful attorney-in-fact and agent, with full power of substitution, for me and in my name, place and stead, in any and all capacities, to execute and file on my behalf all Forms 3, 4 and 5 (including any amendments thereto) that I may be required to file with the U.S. Securities and Exchange Commission and any stock exchange as a result of my direct or indirect ownership of, or transactions in, securities of Tenneco Inc. or its subsidiary companies.  I hereby further grant unto each said attorney-in-fact and agent all full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, fully to all intents and purposes as I might or could do in person, hereby ratifying 
and confirming all that each said attorney-in-fact and agent or my substitute or substitutes may lawfully do or cause to be done by virtue of the power and authority granted hereunder to each attorney-in-fact.  The authority of Timothy R. Donovan, J. Jeffrey Zimmerman, Anne E. Frueh, Horace V. Draa and James D. Harrington under this Power of Attorney and Confirming Statement shall continue until I am no longer required to file Forms 3, 4 and 5 with regard to my direct or indirect ownership of or transactions in securities of Tenneco Inc. or its subsidiary companies.

	I hereby acknowledge that Timothy R. Donovan, J. Jeffrey Zimmerman, Anne E. Frueh, Horace V. Draa and James D. Harrington are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.


Date:               July 26, 2006

Signed: 	/s/ Paul Novas

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