1
Exhibit
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063842
TEMPORARY CERTIFICATE-EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
WHEN READY FOR DELIVERY
NUMBER [TENNECO AUTOMOTIVE LOGO] SHARES
C COMMON STOCK
PAR VALUE $0.1 EACH
[TENNECO AUTOMOTIVE LOGO] TENNECO AUTOMOTIVE INC. CUSIP 880349 10 5
THIS CERTIFICATE IS INCORPORATED UNDER SEE REVERSE FOR
TRANSFERABLE IN NEW YORK, THE LAWS OF THE CERTAIN RESTRICTIONS ON
NEW YORK AND CHICAGO, ILLINOIS STATE OF DELAWARE PREEMPTIVE, TRANSFER AND
OTHER RIGHTS.
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Tenneco automotive Inc. transferable on the books of the Corporation by the
holder hereof, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.
This Certificate is not value until countersigned by the Transfer Agent and
registered by the Registrar.
Witness, the facsimile seal of the Corporation and the signatures of its duly
authorized officers.
CERTIFICATE OF STOCK
[Signature] Dated:
CHIEF EXECUTIVE OFFICER COUNTERSIGNED AND REGISTERED
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
TRANSFER AGENT
AND REGISTRAR
TENNECO AUTOMOTIVE INC.
1996 CORPORATE
SEAL
DELAWARE BY
[Signature] [Signature]
CORPORATE SECRETARY AUTHORIZED SIGNATURE
2
TENNECO AUTOMOTIVE 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__________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
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 STOCKHOLDERS 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
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint______________________________________________
________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.
Dated___________________________
________________________________________________
This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Qualified Offer Plan Rights Agreement between Tenneco
Automotive Inc., formerly known as 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.
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.