SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Sloan Carolyn
(Last) (First) (Middle)
1300 SOUTH MOPAC
THIRD FLOOR
(Street)
AUSTIN TX 78746
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TEMPLE INLAND INC [ TIN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President Internal Audit
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/11/2009 08/11/2009 S 1,471 D $16.92 1,808 D
Common Stock 08/12/2009 08/12/2009 S 1,808 D $16.7(1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy) $11.96(2) 02/06/2005(2) 02/06/2014(2) Common Stock 1,250 1,250 D
Options (ight to buy) $16.14(3) 02/04/2006(3) 02/04/2015(3) Common Stock 2,500 2,500 D
Options (right to buy) $21.55(4) 02/03/2007(4) 02/03/2016(4) Common Stock 5,125 5,125 D
Options (right to buy) $24.34(5) 02/02/2008(5) 02/02/2017(5) Common Stock 5,125 5,125 D
Options (right to buy) $19.5(6) 02/01/2009(6) 02/01/2018(6) Common Stock 32,199 32,199 D
Restricted Stock Units (7) (7) (7) Common Stock 8,500 8,500 D
Restricted Stock Units (8) (8) (8) Common Stock 12,051 12,051 D
Options (Right to buy) $5.64(9) 02/06/2010(9) 02/06/2019(9) Common Stock 36,990 36,990 D
Performance Stock Units (10) (10) (10) Common Stock 38,592 38,592 D
Explanation of Responses:
1. The price in Column 4 is a weighted average price. The prices actually paid ranged from $16.60 to $16.71. The reporting person will provide any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.
2. Option vesting schedule for options granted 02/06/04: 1250 on 02/06/05, 1250 on 02/06/06, 1250 on 02/06/07 and 1250 on 02/06/08.
3. Option Vesting Schedule for Options Granted 02/04/2005: Options exercisable 02/04/2006 - 1250; Options exercisable 02/04/2007 - 1250; Options exercisable 02/04/2008 - 1250; Options exercisable 02/04/2009 - 1250.
4. Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 1281; Options Exerciserable 02/03/2008 - 1281; Options Exerciserable 02/03/2009 - 1281; and Options Exerciserable 02/03/2010 - 1282.
5. Options Vesting Schedule for Options Granted 02/02/2007: Options Exerciserable 02/02/2008- 1281; Options Exerciserable 02/02/2009- 1281; Options Exerciserable 02/02/2010- 1281; and Options Exerciserable 02/02/200- 1282.
6. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 8049; Options exercisable 02/01/2010, 8050; Options exercisable 02/01/2011, 8050; Options exercisable 02/01/2012, 8050.
7. Restricted Shares granted on August 9, 2007 that will vest effective February 2, 2010. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.
8. Restricted Stock Units granted on February 1, 2008 will vest effective February 1, 2011 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.
9. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 9247; Options Exerciserable 02/06/2011 - 9248; Options Exerciserable 02/06/2012 - 9247; and Options Exerciserable 02/06/2013 - 9248.
10. Performance Stock Units granted on February 6, 2009 will vest effective February 6, 2012 if 1% ROI performance criteria is met, or Company is above the 4th Quartile ROI ranking compared to its peer group. Performance Stock Units will be settled for cash based on the fair market value on the vesting date.
Remarks:
Signed by Leslie K. O'Neal on behalf of Carolyn Sloan 08/13/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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