SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Adamson Grant F.

(Last) (First) (Middle)
1300 SOUTH MOPAC
THIRD FLOOR

(Street)
AUSTIN TX 78746

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2008
3. Issuer Name and Ticker or Trading Symbol
TEMPLE INLAND INC [ TIN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Governance Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 8,503(1) D
Common Stock 3,802(2) I By Trustee of 401(k) Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy) 02/05/2000(3) 02/05/2009 Common Stock 2,000 $11.73 D
Options (right to buy) 02/04/2001(4) 02/04/2010 Common Stock 6,000 $10.55 D
Options (right to buy) 02/02/2002(3) 02/02/2011 Common Stock 6,000 $9.37 D
Options (right to buy) 02/01/2003(5) 02/01/2012 Common Stock 6,000 $10.56 D
Options (right to buy) 02/07/2004(6) 02/07/2013 Common Stock 6,000 $6.92 D
Options (right to buy) 02/06/2005(7) 02/06/2014 Common Stock 3,750 $11.96 D
Options (right to buy) 02/04/2006(8) 02/04/2015 Common Stock 5,000 $16.14 D
Options (right to buy) 02/03/2007(9) 02/03/2016 Common Stock 5,125 $21.55 D
Options (right to buy) 02/02/2008(10) 02/02/2017 Common Stock 5,125 $24.34 D
Options (right to buy) 02/01/2009 02/01/2018 Common Stock 32,199 $19.5 D
Restricted Stock Units (11) (11) Common Stock 2,100 $0.00(11) D
Restricted Stock Units (12) (12) Common Stock 8,500 $0.00(12) D
Restricted Stock Units (13) (13) Common Stock 12,051 $0.00(13) D
Explanation of Responses:
1. In accordance with the Shareholder Rights Plan adopted by the Company on February 9, 1999, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock.
2. Reporting Person acquires additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.)
3. Option vesting schedule for options granted 02/5/99: 1500 on 02/05/00, 1500 on 02/05/01, 1500 on 02/05/02 and 1500 on 02/05/03.
4. Option vesting schedule for options granted 02/04/01: 1500 on 02/01/02, 1500 on 02/04/03, 1500 on 02/04/05 and 1500 on 02/04/06.
5. Option vesting schedule for options granted 02/07/03: 1500 on 02/07/04, 1500 on 02/07/05, 1500 on 02/07/06 and 1500 on 02/07/07.
6. 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.
7. Option vesting schedule for options granted 02/04/05: 1250 on 02/04/06, 1250 on 02/04/07, 1250 on 02/04/08 and 1250 on 02/04/09.
8. 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.
9. 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.
10. 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.
11. Restricted Shares granted on August 9, 2007 that will vest effective February 3, 2009. Restricted Shares will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria.
12. 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.
13. 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.
Remarks:
Leslie K. O'Neal signed on behalf of Grant F. Adamson 02/25/2008
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.