X0303 4 2008-11-02 0 0001406587 Forestar Group Inc. FOR 0001126949 JOHNSON JAMES A /DC/ 1300 SOUTH MOPAC EXPRESSWAY 3-SOUTH AUSTIN TX 78746 1 0 0 0 Common Stock 2008-11-02 4 M 0 1336 A 11671 D Common Stock 2008-11-02 4 D 0 670 8.75 D 11001 D Option (right to buy) 13.24 2001-02-04 2010-02-04 Common Stock 6666 6666 D Option (right to buy) 6.73 2001-02-04 2015-02-04 Common Stock 1333 1333 D Option (right to buy) 5.98 2002-01-02 2016-01-02 Common Stock 1333 1333 D Option (right to buy) 11.76 2002-02-02 2011-02-02 Common Stock 666 666 D Option (right to buy) 7.08 2003-01-02 2017-01-02 Common Stock 1333 1333 D Option (right to buy) 13.26 2003-02-01 2012-02-01 Common Stock 666 666 D Option (right to buy) 28.85 2009-02-12 2018-02-12 Common Stock 20000 20000 D Phantom 2008-11-02 4 M 0 1336 0.00 D 2007-11-02 2021-11-02 Common Stock 17343 17343 D The reporting person's annual installment of phantom shares were settled 666 shares in stock and 670 shares in cash. In accordance with the Rights Agreement adopted by the Company on December 11, 2007, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock. Options Vesting Schedule - Exercise price is $18.03: Options Exercisable 02/04/2004 - 6,666. Shares acquired in a pro rata distribution by Temple-Inland Inc. through a spin-off on or around December 28, 2007. Options Vesting Schedule - Exercise price is $9.28: Options Exercisable 02/04/2004 - 1,333. Options Vesting Schedule - Exercise price is $8.27: Options Exercisable 01/02/2005 - 1,333. Options Vesting Schedule - Exercise price is $16.04: Options Exercisable 02/02/2005 - 666. Options Vesting Schedule - Exercise price is $9.74: Options Exercisable 01/02/2006 - 1,333. Options Vesting Schedule - Exercise price is $18.05: Options Exercisable 02/01/2006 - 666. Options Vesting Schedule for Options Granted 02/12/2008 - Exercise price is $28.85: Options Exercisable 02/12/2009 - 6,500; Options Exercisable 02/12/2010 - 6,500; Options Exercisable 02/12/2011 - 7,000. Phantom shares accrued under a Temple-Inland Inc. plan being settled in 15 annual installments following Reporting Person's retirement from Temple-Inland Inc. in November 2007. The first installment was paid in November 2007. Reporting Person retired from Temple-Inland Inc. effective November 2, 2007, and he received his 2008 installment of his deferred phantom stock on November 2, 2008. See footnote (11) above. Settlement is payable in cash and stock: 670 shares payable in cash and 666 shares payable in stock. David M. Grimm signing on behalf of James A. Johnson 2008-12-10