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Exhibit 4.1
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NUMBER SHARES
NT080668
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COMMON STOCK COMMON STOCK
SEE REVERSE SIDE [TENNECO LOGO]
FOR RIGHTS LEGEND
CUSIP 88037E 10 1
THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR CERTAIN DEFINITIONS
NEW YORK, NEW YORK
PAR VALUE $.01 PAR VALUE $.01
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
TENNECO INC.
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This Certifies that
SPECIMEN
is the owner of
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK
of Tenneco Inc. transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all of
the provisions of the Certificate of Incorporation of the
Corporation (copies of which are on file with the Transfer Agent),
to all of which the holder by acceptance hereof assents. This
certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
Witness the signatures of the duly authorized officers.
/s/ Dana G. Mead DATED:
CHAIRMAN OF THE BOARD COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(NEW YORK, NY)
TRANSFER AGENT
AND REGISTRAR
/s/ Karl A. Stewart BY /s/ Joseph F. Spadaford
SECRETARY AUTHORIZED SIGNATURE
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TENNECO INC.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ......... Custodian .........
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right of
survivorship and not as tenants Act.........................
in common (State)
Additional abbreviations may also be used though not in the above list.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE
TRANSFER AGENT.
For value received, _______ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE.
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of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ________________________________________________
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Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated ______________________________
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
This certificate also evidences and entitles the
holder hereof to certain rights as set forth in a
Qualified Offer Plan Rights Agreement between
Tenneco Inc. (the "Company") and First Chicago
Trust Company of New York, as Rights Agent, dated
as of September 9, 1998 and as amended from time
to time (the "Rights Agreement"), the terms of
which are hereby incorporated herein by reference
and a copy of which is on file at the principal
executive offices of the Company. Under certain
circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by
separate certificates and will no longer be
evidenced by this certificate. The Company will
mail to the holder of this certificate a copy of
the Rights Agreement without charge after receipt
of a written request therefor. UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS
AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY
PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS
DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN
TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND
WILL NO LONGER BE TRANSFERABLE.