SEC FORM 4/A

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^*

Vesci Dennis J

(Last)

(First)

(Middle)

1300 SOUTH MOPAC

THIRD FLOOR

(Street)

AUSTIN

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)
	Group VP-Corrugated Packaging

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/03/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2010	11/02/2010	M		1,500	A	$10.56	56,319	D
Common Stock	11/02/2010	11/02/2010	M		3,000	A	$6.92	59,319⁽¹⁾	D
Common Stock	11/02/2010	11/02/2010	M		5,000	A	$11.96	64,319	D
Common Stock	11/02/2010	11/02/2010	S		9,500	D	$20.86⁽²⁾	54,819⁽¹⁾⁽³⁾	D
Common Stock								2,800⁽⁴⁾	I	By Trustee of 401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy)	$10.56⁽⁵⁾	11/02/2010	11/02/2010	M			1,500	02/01/2006⁽⁶⁾	02/01/2012	Common Stock	1,500	$0.00	0	D
Options (right to buy)	$6.92⁽⁵⁾	11/02/2010	11/02/2010	M			3,000	02/07/2006⁽⁷⁾	02/07/2013	Common Stock	3,000	$0.00	0	D
Options (right to buy)	$11.96⁽⁵⁾	11/02/2010	11/02/2010	M			5,000	02/06/2005⁽⁸⁾	02/06/2014	Common Stock	5,000	$0.00	0	D
Options (right to buy)	$16.14⁽⁵⁾							02/04/2006⁽⁹⁾	02/04/2015	Common Stock	5,000		5,000	D
Restricted Stock Units (Deferred)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	12,041		12,041	D
Options (right to buy)	$21.55⁽⁵⁾							02/03/2007⁽¹¹⁾	02/03/2016	Common Stock	18,450		18,450	D
Options (right to buy)	$24.34⁽⁵⁾							02/02/2008⁽¹²⁾	02/02/2017	Common Stock	18,450		18,450	D
Options (right to buy)	$19.5							02/01/2009⁽¹³⁾	02/01/2018	Common Stock	91,439		91,439	D
Restricted Stock Units	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	29,216		29,216	D
Options (right to buy)	$5.64							02/06/2010⁽¹⁵⁾	02/06/2019	Common Stock	99,074		99,074	D
Performance Stock Units	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	103,365		103,365	D
Options (right to buy)	$16.71							02/05/2011⁽¹⁷⁾	02/05/2020	Common Stock	40,949		40,949	D
Performance Stock Units	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	28,653		28,653	D

Explanation of Responses:

1. Error in calculation.

2. The price in Column 4 is weighted average price. The prices actually paid ranged from $20.73 to $21.03. 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.

3. Includes 31714 Restricted Stock Units granted to Reporting Person on February 5, 2010. These RSUs will vest effective February 5, 2013 if 1% ROI or ROI in top three quartiles of peer group performance criteria is met, and will be settled for stock on the vesting date.

4. 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.)

5. 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.

6. Option vesting schedule: Options Exercisable 02/01/2006 - 1500

7. Options Vesting Schedule: Options Exercisable 02/07/2006 - 1,500 and Options Exercisable 02/07/2007 - 1,500.

8. 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.

9. 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.

10. Restricted stock units deferred under a terminated Company bonus deferral plan, to be settled upon the reporting person's retirement. Restricted stock units earned before 2006 are payable in stock. Restricted stock units earned in 2006 or later are payable in cash.

11. 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.

12. Options Vesting Schedule for Options Granted 02/02/2007: 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.

13. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 22859; Options exercisable 02/01/2010, 22860; Options exercisable 02/01/2011, 22860; Options exercisable 02/01/2012, 22860.

14. 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.

15. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 24,768; Options Exerciserable 02/06/2011 - 24,769; Options Exerciserable 02/06/2012 - 24,768; and Options Exerciserable 02/06/2013 - 24,769.

16. 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.

17. Options Vesting Schedule for Options Granted 02/05/2010. Options Exerciserable 02/05/2011 - 10237; Options Exerciserable 02/05/2012 - 10237; Options Exerciserable 02/05/2013 - 10237; and Options Exerciserable 02/06/2014 - 10238.

18. Performance Stock Units granted on February 5, 2010 will vest on or after February 5, 2013 at 100% if the Company's average ROI falls within the first quartile ROI ranking compared to its peer group; 75% in the second quartile, zero if in the bott0m half. PSUs will be settled for cash based on the fair market value on the vesting date.

Remarks:

	Leslie K. O'Neal signed on behalf of Dennis J. Vesci	01/14/2011
	** 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).
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