X0303 4/A 2009-12-29 2009-12-29 0 0000731939 TEMPLE INLAND INC TIN 0001185922 SIMONS DOYLE R 1300 SOUTH MOPAC THIRD FLOOR AUSTIN TX 78746 1 1 0 0 Chairman and CEO Common Stock 2009-12-29 2009-12-29 4 M 0 10000 10.55 A 96111 D Common Stock 6463 I By Trustee 401(k) plan Option (right to buy) 10.55 2009-12-29 2009-12-29 4 M 0 10000 0.00 D 2001-02-04 2010-02-04 Common Stock 10000 0 D Option (right to buy) 9.37 2002-02-02 2011-02-02 Common Stock 20000 20000 D Option (right to buy) 10.56 2003-02-01 2012-02-01 Common Stock 20000 20000 D Option (right to buy) 6.92 2004-02-07 2013-02-07 Common Stock 20000 20000 D Option (right to buy) 11.96 2005-02-06 2014-02-06 Common Stock 16000 16000 D Option (right to buy) 16.14 2006-02-04 2015-02-04 Common Stock 32000 32000 D Option (right to buy) 21.55 2007-02-03 2016-02-03 Common Stock 32800 32800 D Option (right to buy) 24.34 2008-02-02 2017-02-02 Common Stock 32800 32800 D Restricted Stock Units Common Stock 0 0 D Restricted Stock Units Common Stock 35000 35000 D Restricted Stock Units Common Stock 50000 50000 D Options (right to buy) 19.50 2009-02-01 2018-02-01 Common Stock 265306 265306 D Restricted Stock Units Common Stock 73471 73471 D Options (right to buy) 5.64 2010-02-06 2019-02-06 Common Stock 273951 273951 D Performance Stock Units Common Stock 285816 285816 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 02/04/2001 - 2,000; Options Exercisable 02/04/2002 - 2,000; Options Exercisable 02/04/2003 - 2,000; Options Exercisable 02/04/2004 - 2,000; Options Exercisable 02/04/2005 - 2,000. The remaining amount in Column 9 should have been reported as "0" in the initial 12/29/2009 filing. Options Vesting Schedule: Options Exercisable 02/02/2002 - 5,000; Options Exercisable 02/02/2003 - 5,000; Options Exercisable 02/02/2004 - 5,000; Options Exercisable 02/02/2005 - 5,000. Options Vesting Schedule: Options Exercisable 02/01/2003 - 5,000; Options Exercisable 02/01/2004 - 5,000; Options Exercisable 02/01/2005 - 5,000; Options Exercisable 02/01/2006 - 5,000. Options Vesting Schedule: Options Exercisable 02/07/2004 - 5,000; Options Exercisable 02/07/2005 - 5,000; Options Exercisable 02/07/2006 - 5,000; Options Exercisable 02/07/2007 - 5,000. Options Vesting Schedule: Options exercisable 02/06/2005 - 4,000; Options Exercisable 02/06/2006 - 4,000; Options Exercisable 02/06/2007 - 4,000; Options Exercisable 02/06/2008 - 4,000. Options Vesting Schedule: Options exercisable 02/04/2006 - 8,000; Options exercisable 02/04/2007 - 8,000; Options exercisable 02/04/2008 - 8,000; Options exercisable 02/04/2009 - 8,000. Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 8,200; Options Exerciserable 02/03/2008 - 8,200; Options Exerciserable 02/03/2009 - 8,200; and Options Exerciserable 02/03/2010 - 8,200. Options Vesting Schedule for Options Granted 02/02/2007: Options Exerciserable 02/02/2008 - 8,200; Options Exerciserable 02/02/2009 - 8,200; Options Exerciserable 02/02/2010 - 8,200; and Options Exerciserable 02/02/2011 - 8,200. Restricted Stock Units originally settled for cash in February 2009, and were inadvertently left on this sheet as a holding transaction in December 2009. 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. 12,000 Restricted Stock Units granted on February 2, 2007 and 23,000 Performance Stock Units granted on February 2, 2007 (not considered dervative securities)were cancelled for a total of 35,000 cancelled units (12,000 + 23,000= 35,000). 35,000 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. 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. 50,000 Restricted Stock Units granted as a "launch award" on May 4, 2007 were cancelled. 50,000 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. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 66327; Options exercisable 02/01/2010, 66327; Options exercisable 02/01/2011, 66327; Options exercisable 02/01/2012, 66325. 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. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 68487; Options Exerciserable 02/06/2011 - 68488; Options Exerciserable 02/06/2012 - 68488; and Options Exerciserable 02/06/2013 - 68488. 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. Leslie K. O'Neal signed on behalf of Doyle R. Simons 2010-02-09