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^*

MALEY JOHN PATRICK III

(Last)

(First)

(Middle)

1300 S. 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2010

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	02/05/2010	02/05/2010	A		70,156⁽¹⁾	A	$0.00	168,611	D
Common Stock								609⁽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)	$7.56⁽³⁾							05/07/2005⁽⁴⁾	05/07/2013	Common Stock	30,000		30,000	D
Option (right to buy)	$11.96⁽³⁾							02/06/2005⁽⁵⁾	02/06/2014	Common Stock	18,000		18,000	D
Option (right to buy)	$16.14⁽³⁾							02/04/2006⁽⁶⁾	02/04/2015	Common Stock	32,000		32,000	D
Option (right to buy)	$21.55⁽³⁾							02/03/2007⁽⁷⁾	02/03/2016	Common Stock	32,800		32,800	D
Option (right to buy)	$24.34⁽³⁾							02/02/2008⁽⁸⁾	02/02/2017	Common Stock	32,800		32,800	D
Restricted Stock Units	⁽⁹⁾	02/05/2010	02/05/2010	M			35,000	⁽⁹⁾	⁽⁹⁾	Common Stock	35,000	$0.00	0	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	40,000		40,000	D
Option (right to buy)	$19.5							02/01/2009⁽¹¹⁾	02/01/2018	Common Stock	212,245		212,245	D
Restricted Stock Units	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	58,777		58,777	D
Option (Right to buy)	$5.64							02/06/2010⁽¹³⁾	02/06/2019	Common Stock	219,161		219,161	D
Performance Stock Units	⁽¹⁴⁾							02/06/2010⁽¹⁴⁾	02/06/2019⁽¹⁴⁾	Common Stock	228,653		228,653	D
Option (Right to buy)	$16.71⁽¹⁵⁾	02/05/2010	02/05/2010	A		90,586		02/05/2010⁽¹⁵⁾	02/05/2020	Common Stock	90,586	$0.00	90,586	D
Performance Stock Units	⁽¹⁶⁾	02/05/2010	02/05/2010	A		63,386		⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	63,386	$0.00	63,386	D

Explanation of Responses:

1. Restricted Stock Units granted on February 5, 2010 will vest effective February 5, 2013 if 1% ROI or ROI in top three quartiles of peer group performance criteria is met. Restricted Stock Units will be settled for stock on the vesting date.

2. Reporting Person holds shares under a 401(k) plan, and figures are according to the latest report of the Plan Administrator. (Note: Plan Administrator uses unit accounting; therefore, share equivalents may fluctuate slightly.)

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. Option Vesting Schedule: Options Exercisable on 05/07/2005 - 10,000; Options Exercisable on 5/07/2006 - 10,000 ; and Options Exercisable on 05/07/2007 - 10,000.

5. Options Vesting Schedule: Options exercisable 02/06/2005 - 4,500; Options Exercisable 02/06/2006 - 4,500; Options Exercisable 02/06/2007 - 4,500; Options Exercisable 02/06/2008 - 4,500.

6. Options Vesting Schedule: Options exercisable 02/04/2006 - 8,000; Options Exercisable 02/04/2007 - 8,000; Options Exercisable 02/04/2008 - 8,000; Options Exercisable 02/04/2009 - 8,000.

7. Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 8,200; Options Exerciserable 02/03/2008 - 8,200; Options Exerciserable 02/03/2009 - 8,200; and Options Exerciserable 02/03/2010 - 8,200.

8. Options Vesting Schedule for Options Granted 02/02/2007 at an exercise price of $50.90: Options Exerciserable 02/02/2008 - 8,200; Options Exerciserable 02/02/2009 - 8,200; Options Exerciserable 02/02/2010 - 8,200; and Options Exerciserable 02/02/2011 - 8,200.

9. Restricted Stock Units settled for cash.

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. 40,000 Restricted Stock Units granted as a "launch award" on May 4, 2007 were cancelled. 40,000 new Restricted Stock Units were issued on August 9, 2007 and will vest on May 4, 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.

11. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 53061; Options exercisable 02/01/2010, 53061; Options exercisable 02/01/2011, 53061; Options exercisable 02/01/2012, 53062.

12. 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.

13. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 54,790; Options Exerciserable 02/06/2011 - 54,790; Options Exerciserable 02/06/2012 - 54,790; and Options Exerciserable 02/06/2013 - 54,791.

14. Performance Stock Units granted on February 6, 2009 will vest effective February 6, 2012 if 1% ROI performance criteria is met, or Company is above the 4th Quartile ROI ranking compared to its peer group. Performance Stock Units will be settled for cash based on the fair market value on the vesting date.

15. Options Vesting Schedule for Options Granted 02/05/2010. Options Exercisable 02/05/2011 - 22,646; Options Exercisable 02/05/2012 - 22,646; Options Exercisable 02/05/2013 - 22,646; and Options Exercisable 02/06/2014 - 22,647.

16. Performance Stock Units granted on February 5, 2010 will vest 100% effective February 5, 2013 if the Company's average ROI falls within the first quartile ROI ranking compared to its peer group, 75% if in the second quartile, zero if in the bottom half. Performance 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 John Patrick Maley III	02/05/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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