X0303 4 2009-07-27 0 0000731939 TEMPLE INLAND INC TIN 0001185917 O NEAL LESLIE K 1300 SOUTH MOPAC THIRD FLOOR AUSTIN TX 78746 0 1 0 0 VP, Secretary, & AsstGenCnsl Common Stock 2009-07-27 2009-07-27 4 M 0 19000 10.56 A 45810 D Common Stock 2009-07-27 2009-07-27 4 M 0 12000 6.92 A 57810 D Common Stock 2009-07-27 2009-07-27 4 M 0 6000 11.96 A 63810 D Common Stock 2009-07-27 2009-07-27 4 F 0 26396 15.74 D 37414 D Common Stock 6863 I By Trustee of 401(k) Plan Common Stock 5058 I By Trustee of 401(k) Plan Option (right to buy) 10.56 2009-07-27 2009-07-27 4 M 0 19000 0.00 D 2003-02-01 2012-02-01 Common Stock 19000 0 D Option (right to buy) 6.92 2009-07-27 2009-07-27 4 M 0 12000 0.00 D 2004-02-07 2013-02-04 Common Stock 12000 0 D Option (right to buy) 11.96 2009-07-27 2009-07-27 4 M 0 6000 0.00 D 2005-02-06 2014-02-06 Common Stock 6000 0 D Option (right to buy) 16.14 2006-02-04 2015-02-04 Common Stock 6000 6000 D Option (right to buy) 21.55 2007-02-03 2016-02-03 Common Stock 6150 6150 D Option (right to buy) 24.34 2008-02-02 2017-02-02 Common Stock 10000 10000 D Restricted Stock Units Common Stock 13000 13000 D Option (Right to buy) 19.50 2009-02-01 2018-02-01 Common Stock 54170 54170 D Restricted Stock Unit Common Stock 18909 18909 D Option (Right to buy) 5.64 2010-02-06 2019-02-06 Common Stock 60608 60608 D Performance Stock Units Common Stock 63233 63233 D 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.) 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: Options exercisable 02/04/2006 - 1,500; Options Exercisable 02/04/2007 - 1,500; Options Exercisable 02/04/2008 - 1,500; Options Exercisable 02/04/2009 - 1,500. Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 1,537; Options Exerciserable 02/03/2008 - 1,537; Options Exerciserable 02/03/2009 - 1,537; and Options Exerciserable 02/03/2010 - 1,539. Options Vesting Schedule for Options Granted 02/02/2007: Options Exerciserable 02/02/2008 - 2,500; Options Exerciserable 02/02/2009 - 2,500; Options Exerciserable 02/02/2010 - 2,500; and Options Exerciserable 02/02/2011 - 2,500. 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. 4,500 Restricted Stock Units granted on February 2, 2007 and 8,500 Performance Stock Units granted on February 2, 2007 (not considered derivative securities) were cancelled for a total of 13,000 cancelled units (4,500 + 8,500 = 13,000). 13,000 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. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 13542; Options exercisable 02/01/2010, 13543; Options exercisable 02/01/2011, 13542; Options exercisable 02/01/2012, 13543. Restricted Stock Units granted on February 1, 2008 will vest effective February 1, 2010 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. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 15,152; Options Exerciserable 02/06/2011 - 15,152; Options Exerciserable 02/06/2012 - 15,152; and Options Exerciserable 02/06/2013 - 15,152. Performance Stock Units granted on February 6, 2009 will vest effective February 6, 2012 if 1% ROI performance criteria is met. Performance Stock Units will be settled for cash based on the fair market value on the vesting date. Signed by Leslie K. O'Neal 2009-07-28