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EXHIBIT 3.1(f)
CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION
OF TENNECO INC.
Tenneco Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby amend the Restated Certificate of Incorporation, as
amended, of the Corporation.
The undersigned hereby certifies that this amendment to the Restated
Certificate of Incorporation of the Corporation, as amended, has been duly
adopted in accordance with Section 242 of the DGCL.
Article FIFTH of the Corporation's current Restated Certificate of
Incorporation, as amended, is hereby amended to read in its entirely as follows:
FIFTH: A. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors consisting of
not less than eight nor more than sixteen directors to be determined from
time to time by resolution adopted by the affirmative vote of a majority
of the entire Board of Directors. For purposes of this Restated
Certificate of Incorporation, the "entire Board of Directors" shall mean
the number of directors that would be in office if there were no vacancies
nor any unfilled newly created directorships. Until the third annual
meeting of stockholders following effectiveness of this Certificate of
Amendment under the General Corporation Law of the State of Delaware, the
directors shall be divided into three classes, consisting initially of
two, three and three directors and designated Class I, Class II and Class
III, respectively. Each director elected or appointed prior to the
effectiveness of this Certificate of Amendment under the General
Corporation Law of the State of Delaware, shall serve for their full term,
such that the term of each Class I director shall end at the first
succeeding annual meeting of stockholders, the term of each Class II
director shall end at the second succeeding annual meeting of
stockholders, and the term of each Class III director shall end at the
third succeeding annual meeting of stockholders. The term of each director
elected after the effectiveness of this Certificate of Amendment under the
General Corporation Law of the State of Delaware whether at an annual
meeting or to fill a vacancy in the Board of Directors arising for any
reason, including an increase in the size of the Board of Directors, shall
end at the first annual meeting following his or her election. Commencing
with the third annual meeting of stockholders following effectiveness of
this Certificate of Amendment under the General Corporation Law of the
State of Delaware, the foregoing classification of the Board of Directors
shall cease, and all directors shall be one class and serve for a term
ending at the annual meeting following the annual meeting at which the
director was elected. In no case shall a decrease in the number of
directors shorten the term of any incumbent director. Each director shall
hold office after the annual meeting at which his or her term is scheduled
to end until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, disqualification or removal
from office in accordance with the General Corporation Law of the State of
Delaware. Any newly created directorship resulting from an increase in the
number of directors may be filed by a majority of the Board of Directors
then in office, provided that a quorum is present, and any other vacancy
on the Board of Directors may be filled by a majority of the directors
then in office, even if less than a quorum, or by a sole remaining
director.
B. Notwithstanding the provisions of Section A of Article FIFTH,
whenever the holders of any one or more classes or series of Preferred
Stock issued by the corporation shall have the right, voting separately by
class or series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of this
Restated Certificate of Incorporation applicable thereto or the resolution
or resolutions adopted by the Board of Directors applicable thereto.
C. The Board of Directors shall be authorized to adopt, make, amend,
alter, change, add to or repeal the By-Laws of the corporation, subject to
the power of the stockholders to amend, alter, change, add to or repeal
the By-Laws made by the Board of Directors.
D. Unless and except to the extent that the By-Laws of the
corporation shall so require, the election of directors of the corporation
need not be by written ballot.
This Certificate of Amendment, and the amendment effected hereby, shall
become effective at 7:58 a.m., Eastern Standard Time, on November 5, 1999.
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THE UNDERSIGNED, being the Vice President and Secretary of the Corporation,
for the purpose of amending the Restated Certificate of Incorporation, as
amended, of the Corporation pursuant to the DGCL, does make this amendment to
the Restated Certificate of Incorporation of the Corporation, as amended, hereby
delcaring and certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand as of this 5th day of
November, 1999.
TENNECO INC
By: /s/ Karl A. Stewart
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Name: Karl A. Stewart
Title: Vice President and Secretary
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