BY-LAWS
OF
TENNECO INC.
AMENDED AND RESTATED AS OF DECEMBER 11, 1996
ARTICLE I
PLACE OF STOCKHOLDER MEETINGS
Section 1. All meetings of the stockholders of the corporation shall be held at such place or places, within or
without the State of Delaware, as may from time to time be fixed by the Board of Directors of the corporation
(the "Board"), or as shall be specified or fixed in the respective notices or waivers of notice thereof.
ANNUAL MEETING
Section 2. The Annual Meeting of Stockholders shall be held on such date and at such time as may be fixed by
the Board and stated in the notice thereof, for the purpose of electing directors and for the transaction of only
such other business as is properly brought before the meeting in accordance with these By-Laws.
To be properly brought before the meeting, business must be either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting
by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a stockholder. In
addition to any other applicable requirements, for business to be properly brought before the Annual Meeting by
a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the
corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal
executive offices of the corporation, not less than 50 days nor more than 75 days prior to the meeting; provided,
however, that in the event that less than 65 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close
of business on the 15th day following the day on which such notice of the date of the Annual Meeting was mailed
or such public disclosure was made, whichever first occurs. A stockholder's notice to the Secretary shall set forth
as to ea