Ferguson Carolyn C. 4

4 · TEMPLE INLAND INC · Filed Feb 15, 2011

Insider Transaction Report

Form 4

Period: 2011-02-11

TEMPLE INLAND INCTIN

Sloan Carolyn

Vice President Internal Audit

Transactions

Exercise/Conversion
Common Stock
2011-02-11$5.64/sh+9,248$52,159→ 27,344 total
Exercise/Conversion
Common Stock
2011-02-11$16.14/sh+2,500$40,350→ 18,096 total
Tax Payment
Common Stock
2011-02-11$24.56/sh−6,655$163,447→ 20,689 total
Exercise/Conversion
Options (Right to Buy)
2011-02-11−9,248→ 18,495 total
Exercise: $5.64From: 2010-02-06Exp: 2019-02-06→ Common Stock (9,248 underlying)
Exercise/Conversion
Common Stock
2011-02-11$11.96/sh+1,250$14,950→ 15,596 total
Sale
Common Stock
2011-02-14$25.11/sh−6,343$159,273→ 14,346 total
Exercise/Conversion
Options (Right to Buy)
2011-02-11−2,500→ 0 total
Exercise: $16.14From: 2006-02-04Exp: 2015-02-04→ Common Stock (2,500 underlying)
Exercise/Conversion
Options (Right to Buy)
2011-02-11−1,250→ 0 total
Exercise: $11.96From: 2005-02-06Exp: 2014-02-06→ Common Stock (1,250 underlying)

Holdings

Options (Right to Buy)
Exercise: $21.55From: 2007-02-03Exp: 2016-02-03→ Common Stock (5,125 underlying)
5,125
Options (Right to Buy)
Exercise: $16.71From: 2011-02-05Exp: 2020-02-05→ Common Stock (12,231 underlying)
12,231
Performance Stock Units
→ Common Stock (38,592 underlying)
38,592
Options (Right to Buy)
Exercise: $24.34From: 2008-02-02Exp: 2017-02-02→ Common Stock (5,125 underlying)
5,125
Options (Right to Buy)
Exercise: $19.50From: 2009-02-01Exp: 2018-02-01→ Common Stock (32,199 underlying)
32,199
Restricted Stock Units
→ Common Stock (0 underlying)
0
Options (Right to Buy)
Exercise: $24.40From: 2012-02-04Exp: 2021-02-04→ Common Stock (6,618 underlying)
6,618
Performance Stock Units
→ Common Stock (8,559 underlying)
8,559

Footnotes (14)

[F1]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.
[F10]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. Performance Stock Units will be settled for cash based on the fair market value on the vesting date.
[F11]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.
[F12]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 02/02/2011 - 1282.
[F13]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.
[F14]Options Vesting Schedule for Options Granted 02/05/2010. Options Exerciserable 02/05/2011 - 3,057; Options Exerciserable 02/05/2012 - 3,058; Options Exerciserable 02/05/2013 - 3,058; and Options Exerciserable 02/06/2014 - 3,058.
[F2]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.
[F3]Includes 4,873 Restricted Stock Units granted to Reporting Person on February 4, 2011. These RSUs will vest effective February 4, 2014 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.
[F4]Includes 9,473 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
[F5]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.
[F6]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.
[F7]This price is a weighted average price. The prices actually paid ranged from $25.10 to $25.12. Upon request, Reporting Person will provide any security holder of the issuer, or the SEC staff, information regarding the number of shares purchased at each price within the range.
[F8]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.
[F9]Performance Stock Units granted on February 5, 2010 will vest on or after February 5, 2010, 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. Performance Stock Units will be settled for cash based on the fair market value on the vesting date.

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