X0303 4 2011-02-15 0000731939 TEMPLE INLAND INC TIN 0001335843 Vesci Dennis J 1300 SOUTH MOPAC THIRD FLOOR AUSTIN TX 78746 1 Group VP-Corrugated Packaging Common Stock 2011-02-15 2011-02-15 4 M 0 1615 25.26 A 76828 D Common Stock 2011-02-15 2011-02-15 4 F 0 426 25.26 D 76402 D Common Stock 2011-02-15 2011-02-15 4 D 0 398 25.26 D 76004 D Restricted Stock Units (deferred) 2011-02-15 2011-02-15 4 M 0 1615 0 D Common Stock 1615 10426 D Performance Stock Units Common Stock 28653 28653 D Performance Stock Units Common Stock 103365 103365 D Options (Right to Buy) 16.14 2006-02-04 2015-02-04 Common Stock 5000 5000 D Options (Right to Buy) 21.55 2007-02-03 2016-02-03 Common Stock 18450 18450 D Options (Right to Buy) 24.34 2008-02-02 2017-02-02 Common Stock 18450 18450 D Options (Right to Buy) 19.50 2009-02-01 2018-02-01 Common Stock 91439 91439 D Options (Right to Buy) 5.64 2010-02-06 2019-02-06 Common Stock 99074 99074 D Options (Right to Buy) 16.71 2011-02-05 2020-02-05 Common Stock 40949 40949 D Options (Right to Buy) 24.40 2012-02-04 2021-02-04 Common Stock 27695 27695 D Includes 20,394 Restricted Stock Units granted to Reporting Person on February 4, 2011. These RSUs will vest effective February 4,2014 if 1% ROI or ROI in top three quartiles of peer group performance criteria is met, and will be settled for stock on the vesting date. Includes 31714 Restricted Stock Units granted to Reporting Person on February 5, 2010. These RSUs will vest effective February 5, 2013 if 1% ROI or ROI in top three quartiles of peer group performance criteria is met, and will be settled for stock on the vesting date. Restricted stock units deferred under a terminated Company bonus deferral plan, and are payable in either cash or stock, as determined by the plan in effect at the time of election. Each Restricted Stock Unit (Deferred) is equivalent to one share of Temple-Inland common stock. On February 15, 2011, 398 deferred RSUs were settled for cash and 1,217 were settled for stock. Performance Stock Units granted on February 5, 2010 will vest on or after February 5, 2013 at 100% 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. PSUs will be settled for cash based on the fair market value on the vesting date. Performance Stock Units granted on February 6, 2009 will vest on or after February 6, 2012 at 100% 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. PSUs will be settled for cash based on the fair market value on the vesting date. Options Vesting Schedule: Options Exercisable 02/04/2006 - 1,250, Options Exercisable 02/04/2007 - 1,250, Options Exercisable 02/04/2008 - 1,250, and Options Exercisable 02/04/2009 - 1,250. 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. Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 4,612; Options Exerciserable 02/03/2008 - 4,612; Options Exerciserable 02/03/2009 - 4,612; and Options Exerciserable 02/03/2010 - 4,614. Options Vesting Schedule for Options Granted 02/02/2007: Options Exerciserable 02/02/2008 - 4,612; Options Exerciserable 02/02/2009 - 4,613; Options Exerciserable 02/02/2010 - 4,612; and Options Exerciserable 02/02/2011 - 4,612. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 22859; Options exercisable 02/01/2010, 22860; Options exercisable 02/01/2011, 22860; Options exercisable 02/01/2012, 22860. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 24,768; Options Exerciserable 02/06/2011 - 24,769; Options Exerciserable 02/06/2012 - 24,768; and Options Exerciserable 02/06/2013 - 24,769. Options Vesting Schedule for Options Granted 02/05/2010. Options Exercisable 02/05/2011 - 10237; Options Exercisable 02/05/2012 - 10237; Options Exercisable 02/05/2013 - 10237; and Options Exercisable 02/06/2014 - 10238. Options granted 02/04/11 vest as follows: 6923 on 02/04/12, 6924 on 02/04/13, 6924 on 02/04/14 and 6924 on 02/04/15. /s/ Leslie K. O'Neal on Behalf of Reporting Person 2011-02-17