X0303 4 2011-01-12 0 0000731939 TEMPLE INLAND INC TIN 0001434500 Norton Larry C 1300 SOUTH MOPAC THIRD FLOOR AUSTIN TX 78746 0 1 0 0 Group VP-Packaging Common Stock 42950 D Common Stock 2011-01-12 2011-01-12 4 J 0 90 22.49 D 0 I By Trustee of 401(k) Plan Restricted Stock Units Common Stock 30061 30061 D Options (right to buy) 19.50 2009-02-01 2018-02-01 Common Stock 92469 92469 D Options (right to buy) 5.64 2010-02-06 2019-02-06 Common Stock 100810 100810 D Performance Stock Units Common Stock 105177 105177 D Options (right to buy) 16.71 2011-02-05 2020-02-05 Common Stock 41668 41668 D Performance Stock Units Common Stock 29156 29156 D Includes 42,950 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. Reporting Person held shares under a 401(k) plan, and figures are according to the latest report of the Plan Administrator. (Note: Plan Administrator used unit accounting; therefore, share equivalents may fluctuate slightly.) As reported by the plan administrator on January 13, 2011, between January 1, 2011 and January 12, 2011 the 401(k) plan administrator completed a mandatory divestiture of all stock in the company stock fund upon direction of the plan trustees in accordance with policy adopted in 2007 for all plan participants. 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. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 23117; Options exercisable 02/01/2010, 23117; Options exercisable 02/01/2011, 23117; Options exercisable 02/01/2012, 23118. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 25202; Options Exerciserable 02/06/2011 - 25203; Options Exerciserable 02/06/2012 - 25202; and Options Exerciserable 02/06/2013 - 25203. Performance Stock Units granted on February 6, 2009 will vest on or after February 6, 2012 at 100% if the Company's average ROI falls within the first quartile ROI ranking compared to its peer group; 75% if in the second quartile; zero if in the bottom half. PSUs will be settled for cash based on the fair market value on the vesting date. Options Vesting Schedule for Options Granted 02/05/2010. Options Exercisable 02/05/2011 - 10417; Options Exercisable 02/05/2012 - 10417; Options Exercisable 02/05/2013 - 10417; and Options Exercisable 02/06/2014 - 10417. 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% if in the second quartile, zero if in the bottom half. PSUs will be settled for cash based on the fair market value on the vesting date. Leslie K. O'Neal signed on behalf of Larry C. Norton 2011-01-14