SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hester Troy L

(Last)

(First)

(Middle)

1300 SOUTH MOPAC

THIRD FLOOR

(Street)

AUSTIN

78746

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEMPLE INLAND INC [ TIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/10/2008	11/10/2008	P		10,000⁽¹⁾	A	$5.41	14,597⁽¹⁾	D
Common Stock								1,620⁽²⁾	I	By Trustee of 401(k) Plan⁽²⁾
Common Stock								462⁽²⁾	I	By Trustee of 401(k) Plan⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$10.56⁽³⁾							02/01/2003⁽⁴⁾	02/01/2012⁽⁴⁾	Common Stock	6,000⁽⁴⁾		6,000	D
Option (right to buy)	$6.92⁽³⁾							02/07/2004⁽⁵⁾	02/07/2013⁽⁵⁾	Common Stock	6,000⁽⁵⁾		6,000	D
Option (right to buy)	$11.96⁽³⁾							02/06/2005⁽⁶⁾	02/06/2014⁽⁶⁾	Common Stock	5,000⁽⁶⁾		5,000	D
Option (right to buy)	$16.14⁽³⁾							02/04/2006⁽⁷⁾	02/04/2015⁽⁷⁾	Common Stock	5,000⁽⁷⁾		5,000	D
Option (right to buy)	$21.55⁽³⁾							02/03/2007⁽⁸⁾	02/03/2016⁽⁸⁾	Common Stock	5,125⁽⁸⁾		5,125	D
Option (right to buy)	$24.34⁽³⁾							02/02/2008⁽⁹⁾	02/02/2017⁽⁹⁾	Common Stock	5,125⁽⁹⁾		5,125⁽⁹⁾	D
Restrict Stock Units	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	2,100		2,100	D
Restricted Stock Units	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	8,500⁽¹¹⁾		8,500⁽¹¹⁾	D
Option (Right to buy)⁽¹²⁾	$19.5							02/01/2009⁽¹²⁾	02/01/2018⁽¹²⁾	Common Stock	32,199		32,199	D
Restricted Stock Units	⁽¹³⁾							02/01/2009⁽¹³⁾	02/01/2018⁽¹³⁾	Common Stock	12,051		12,051	D

Explanation of Responses:

1. In accordance with the Shareholder Rights Plan adopted by the Company on February 9, 1999, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.

2. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.)

3. The exercise price of these outstanding options were amended from that previously reported in connection with the spin-off announced by the Company effective 12/28/2007, and pursuant to anti-dilution provisions set forth in the option plan and is intended to give the option the same economic value it had before the spin-off.

4. Options Vesting Schedule: Options Exercisable 1,500 - 02/01/2003; Options Exercisable 1,500 - 02/01/2004; Options Exercisable 1,500 - 02/01/2005; and Options Exercisable 1,500 - 02/01/2006

5. Options Vesting Schedule: Options Exercisable 1,500 - 02/07/2004; Options Exercisable 1,500 - 02/07/2005; Options Exercisable 1,500 - 02/07/2006; and Options Exercisable 1,500 - 02/07/2007

6. Options Vesting Schedule: Options Exercisable 1,250 - 02/06/2005; Options Exercisable 1,250 - 02/06/2006; Options Exercisable 1,250 - 02/06/2007; and Options Exercisable 1,250 - 02/06/2008

7. Options Vesting Schedule: Options Exercisable 1,250 - 02/04/2006; Options Exercisable 1,250 - 02/04/2007; Options Exercisable 1,250 - 02/04/2008; and Options Exercisable 1,250 - 02/04/2009

8. Options Vesting Schedule: Options Exercisable 1,281 - 02/03/2007; Options Exercisable 1,281 - 02/03/2008; Options Exercisable 1,281 - 02/03/2009; and Options Exercisable 1,282 - 02/03/2010

9. Options Vesting Schedule for Options Granted 02/02/2007.Options Exerciserable 02/02/2008 - 1,281; Options Exerciserable 02/02/2009 - 1,281; Options Exerciserable 02/02/2010 - 1,281; and Options Exerciserable 02/02/2011 - 1,282.

10. As disclosed in Form 8-K dated August 9, 2007, restricted stock units ("RSUs") and performance stock units awarded in 2006 and 2007 were cancelled August 9 and new RSUs were issued with 1% ROI performance criteria to reflect the Company?s Transformation Plan. 2,100 Restricted Stock Units granted on February 3, 2006 were cancelled (for a total of 2,100 cancelled units). 2,100 new Restricted Stock Units were issued on August 9, 2007 and will vest on February 3, 2009. Restricted Stock Units will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.

11. As disclosed in Form 8-K dated August 9, 2007, restricted stock units ("RSUs") and performance stock units awarded in 2006 and 2007 were cancelled August 9 and new RSUs were issued with 1% ROI performance criteria to reflect the Company?s Transformation Plan. 2,750 Restricted Stock Units granted on February 2, 2007 and 5,750 Performance Stock Units granted on February 2, 2007 (not considered derivative securities) were cancelled for a total of 8,500 cancelled units (2,750 + 5,750 = 8,500). 8,500 new Restricted Stock Units were issued on August 9, 2007 and will vest on February 2, 2010. Restricted Stock Units will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.

12. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 8049; Options exercisable 02/01/2010, 8050; Options exercisable 02/01/2011, 8050; Options exercisable 02/01/2012, 8050.

13. Restricted Stock Units granted on February 1, 2008 will vest effective February 1, 2011 if 1% ROI performance criteria is met. Restricted Stock Units will be settled for cash based on the fair market value on the vesting date.

Remarks:

	Signed by Leslie K. O'Neal on behalf of Troy Hester.	11/10/2008
	** Signature of Reporting Person	Date
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