Thepurpose of the call is to discuss the company`s operations for the quarter aswell

Thepurpose of the call is to discuss the company`s operations for the quarter, aswell as other matters that may impact the company`s outlook. A copy of the pressrelease is available on the financial and news sections of the Tenneco web site.Tenneco is a $5.9 billion manufacturing company with headquarters in LakeForest, Illinois and approximately 21,000 employees worldwide. Tenneco is one ofthe world`s largest designers, manufacturers and marketers of emission controland ride control products and systems for the automotive original equipmentmarket and the aftermarket. Tenneco markets its products principally under theMonroe, Walker, Gillet and CleviteElastomer brand names. This press release contains forward-looking statements.Words such as "hopes,""may," "expects," "anticipate," "will," and "outlook" and similar expressionsidentify forward-looking statements. These forward-looking statements are basedon the current expectations of the company (including its subsidiaries).

Becausethese forward-looking statements involve risks and uncertainties, the company'splans, actions and actual results could differ materially. Additionalinformation regarding these risk factors and uncertainties is detailed from timeto time in the company's SEC filings, including but not limited to its report onForm 10-K for the year ended December 31, 2008.ATTACHMENT 1TENNECO INC. $ (49) $ 6 Average common shares outstanding:Basic46.7 46.3Diluted46.7 47.7Earnings (Loss) per share of common stock:Basic$ (1.05) $ 0.14Diluted$ (1.05) $ 0.13(a) Includes restructuring and restructuring related charges of $3 million pre -tax, $2 million after tax or $0.05 per diluted share. Of the adjustment $2million is recorded in cost of sales and $1 million is recorded in depreciation.

Geographically, $2 million is recorded in North America and $1 million in Europe,South America and India. (b) Includes tax charges of $18 million or $0.39 per diluted share primarily related to the impact of not benefiting tax losses in the U.S and certain foreign jurisdictions. (c) Includes restructuring and restructuring related charges of $4 million pre -tax, $3 million after tax or $0.06 per share. Of the adjustment $3 million is recorded in cost of sales and $1 million is recorded in SG&A. Geographically, $1 million is recorded in North America and $3 million in Europe, South America and India. (d) Includes a $1 million or $0.01 per share tax charge to increase the reservefor changes in the company's estimates for tax matters subject to audit.ATTACHMENT 1 TENNECO INC. and Consolidated SubsidiariesStatements of Cash Flows(Unaudited) (Millions) Three Months EndedMarch 31, 20092008 Operating activities: Net income (loss)$ (47) $ 9 Adjustments to reconcile net income (loss)to net cash provided (used) by operating activities - Depreciation and amortization of other intangibles 52 55Stock-based compensation 23 Deferred income taxes1(5 )Loss on sale of assets 22 Changes in components of working capital- (Inc.)/dec in receivables (54) (87)(Inc.)/dec in inventories 34 (43)(Inc.)/dec.

EBITDA including noncontrolling interests is not a calculation based upon generally accepted accounting principles. The amounts included in the EBITDA including noncontrolling interests calculation, however, are derived from amounts included in the historical statementsof income data. In addition, EBITDA including noncontrolling interests should not be considered as an alternative to net income (loss) attributable to Tenneco Inc. or operating income as an indicator of the company'soperating performance, or as an alternative to operating cash flows as a measure of liquidity.

Tenneco has presented EBITDA including noncontrolling interests because it regularly reviews EBITDA including noncontrollinginterests as a measure of the company's performance. In addition, Tenneco believes its investors utilize and analyze our EBITDA including noncontrolling interests for similar purposes. Tenneco also believes EBITDA including noncontrolling interests assists investors in comparing a company's performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon many factors.However, the EBITDA including noncontrolling interests measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation ATTACHMENT 2TENNECO INC. Adjustments similar to the ones reflected above have been recorded in earlier periods, and similartypes of adjustments can reasonably be expected to be recorded in future periods. Using only the non-GAAP earnings measures to analyze earnings would have material limitations because its calculation is based on thesubjective determinations of management regarding the nature and classification of events and circumstances that investors may find material.