X0202 4 2007-08-09 0 0000731939 TEMPLE INLAND INC TIN 0001335843 Vesci Dennis J 1300 SOUTH MOPAC AUSTIN TX 78746 0 1 0 0 Grp VP,Corr Pkg-Operations Common Stock 3634 D Common Stock 2008 I By Trustee of 401(k) Plan Options (right to buy) 27.66 2006-02-01 2012-02-01 Common Stock 1500 1500 D Options (right to buy) 21.51 2006-02-07 2013-02-07 Common Stock 3000 3000 D Options (right to buy) 30.02 2005-02-06 2014-02-06 Common Stock 5000 5000 D Options (right to buy) 37.07 2006-02-04 2015-02-04 Common Stock 5000 5000 D Phantom Stock Common Stock 4618 4618 D Options (right to buy) 46.20 2007-02-03 2016-02-03 Common Stock 18450 18450 D Restricted Stock Units 2007-08-09 2007-08-09 4 D 0 18400 0.00 D Common Stock 18400 0 D Options (right to buy) 50.90 2008-02-02 2017-02-02 Common Stock 18450 18450 D Restricted Stock Units 2007-08-09 2007-08-09 4 D 0 20000 0.00 D Common Stock 20000 0 D Restricted Stock Units 2007-08-09 2007-08-09 4 A 0 18400 0.00 A Common Stock 18400 18400 D Restricted Stock Units 2007-08-09 2007-08-09 4 A 0 20000 0.00 A Common Stock 20000 20000 D 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. 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.) Options Vesting Schedule: Options Exercisable 02/07/2006 - 1,500 and Options Exercisable 02/07/2007 - 1,500. Options Vesting Schedule: Options Exercisable 02/06/2005 - 1,250, Options Exercisable 02/06/2006 - 1,250, Options Exercisable 02/06/2007 - 1,250, and Options Exercisable 02/06/2008 - 1,250. 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. Phantom shares accrued under a Company plan, which includes a dividend reinvestment feature, to be settled upon Reporting Person's retirement. 02/06/2004 - 2,000 restricted stock units vest 100% at the end of 3 years if still employed. 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. 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. 8,400 Restricted Stock Units granted on February 3, 2006 and 10,000 Performance Stock Units granted on February 3, 2006 (not considered derivative securities) were cancelled for a total of 18,400 cancelled units (8,400 + 10,000 = 18,400). 18,400 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. Options Vesting Schedule for Options Granted 02/02/2007 at an exercise price of $50.90: 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. 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. 7,000 Restricted Stock Units granted on February 2, 2007 and 13,000 Performance Stock Units granted on February 2, 2007 (not considered derivative securities) were cancelled for a total of 20,000 cancelled units (7,000 + 13,000 = 20,000). 20,000 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. Leslie K. O'Neal signed on behalf of Dennis J. Vesci 2007-08-10