X0202 4 2007-08-09 0 0000731939 TEMPLE INLAND INC TIN 0001185906 DUBUQUE KENNETH R 1300 SOUTH MOPAC AUSTIN TX 78746 0 1 0 0 Group VP, Financial Services Common Stock 44682 D Common Stock 106 I By Trustee of 401(k) Plan Common Stock 21.51 2004-02-07 2013-02-07 Common Stock 8000 8000 D Phantom Shares Common Stock 128331 128331 D Option (right to buy) 30.02 2005-02-06 2014-02-06 Common Stock 24000 24000 D Option (right to buy) 37.07 2006-02-04 2015-02-04 Common Stock 24000 24000 D Option (right to buy) 46.20 2007-02-03 2016-02-03 Common Stock 24600 24600 D Restricted Stock Units 2007-08-09 2007-08-09 4 D 0 23000 0.00 D Common Stock 23000 0 D Option (right to buy) 50.90 2008-02-02 2017-02-02 Common Stock 24600 24600 D Restricted Stock Units 2007-08-09 2007-08-09 4 D 0 24500 0.00 D Common Stock 24500 0 D Restricted Stock Units 2007-08-09 2007-08-09 4 D 0 30000 0.00 D Common Stock 30000 0 D Restricted Stock Units 2007-08-09 2007-08-09 4 A 0 23000 0.00 A Common Stock 23000 23000 D Restricted Stock Units 2007-08-09 2007-08-09 4 A 0 24500 0.00 A Common Stock 24500 24500 D Restricted Stock Units 2007-08-09 2007-08-09 4 A 0 30000 0.00 A Common Stock 30000 30000 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 Savings and Retirement 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 02/07/2004 - 8,000; Options Exercisable 02/07/2005 - 8,000; Options Exercisable 02/07/2006 - 8,000; Options Exercisable 02/07/2007 - 8,000. Phantom shares accrued under the fee deferral plan, which includes a dividend reinvestment feature, to be settled upon the reporting person's retirement. Options Vesting Schedule: Options exercisable 02/06/2005 - 6,000; Options Exercisable 02/06/2006 - 6,000; Options Exercisable 02/06/2007 - 6,000; Options Exercisable 02/06/2008 - 6,000. Options Vesting Schedule: Options exercisable 02/04/2006 - 6,000; Options Exercisable 02/04/2007 - 6,000; Options Exercisable 02/04/2008 - 6,000; Options Exercisable 02/04/2009 - 6,000. Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 6,150; Options Exerciserable 02/03/2008 - 6,150; Options Exerciserable 02/03/2009 - 6,150; and Options Exerciserable 02/03/2010 - 6,150. 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. 10,500 Restricted Stock Units granted on February 3, 2006 and 12,500 Performance Stock Units granted on February 3, 2006 (not considered derivative securities) were cancelled for a total of 23,000 cancelled units (10,500 + 12,500 = 23,000). 23,000 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 - 6,150; Options Exerciserable 02/02/2009 - 6,150; Options Exerciserable 02/02/2010 - 6,150; and Options Exerciserable 02/02/2011 - 6,150. 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. 9,000 Restricted Stock Units granted on February 2, 2007 and 15,500 Performance Stock Units granted on February 2, 2007 (not considered derivative securities) were cancelled for a total of 24,500 cancelled units (9,000 + 15,500 = 24,500). 24,500 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. 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. 30,000 Restricted Stock Units granted as a "launch award" on May 4, 2007 were cancelled. 30,000 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. Signed by Leslie K. O'Neal on behalf of Kenneth R. Dubuque 2007-08-10