TIN / Temple Inland Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Temple Inland Inc
US
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

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CIK 731939
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Temple Inland Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 23, 2012 15-12B

- FORM 15-12B - COMMON STOCK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-08634 Temple-Inland Inc. (Exact name of registrant as specified in its c

February 17, 2012 S-8 POS

- FORM S-8 POS

FORM S-8 POS As filed with the Securities and Exchange Commission on February 17, 2012 Registration Nos.

February 17, 2012 S-8 POS

- FORM S-8 POS

S-8 POS 1 d302311ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on February 17, 2012 Registration Nos. 333-167658, 333-151071, 333-113180, 333-105072, and 333-33702 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENTS NOS. 333-167658, 333-151071, 333-113180, 333-105072, 333-33702 UND

February 17, 2012 S-8 POS

- FORM S-8 POS

S-8 POS 1 d302311ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on February 17, 2012 Registration Nos. 333-167658, 333-151071, 333-113180, 333-105072, and 333-33702 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENTS NOS. 333-167658, 333-151071, 333-113180, 333-105072, 333-33702 UND

February 17, 2012 S-8 POS

- FORM S-8 POS

As filed with the Securities and Exchange Commission on February 17, 2012 Registration Nos.

February 17, 2012 S-8 POS

- FORM S-8 POS

FORM S-8 POS As filed with the Securities and Exchange Commission on February 17, 2012 Registration Nos.

February 16, 2012 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

8-K 1 d301125d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 13, 2012 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of

February 16, 2012 15-12B

- FORM 15-12B - SENIOR NOTES

FORM 15-12B - Senior Notes UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2012 SC 13G

TIN / Temple Inland Inc / Westchester Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Temple-Inland Inc. (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 879868107 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

February 14, 2012 SC 13G/A

TIN / Temple Inland Inc / Senator Investment Group LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Temple-Inland Inc. (Name of Issuer) Common Stock, $1.00 per share (Title of Class of Securities) 879868107 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

February 13, 2012 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 24, 2012, pursuant to the provisions of Rule 12d2-2 (a).

December 20, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 18, 2011 (Date of earliest event reported) TEMPLE-INLAND I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 18, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

December 20, 2011 EX-2.1

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 (this “Amendment”), dated as of December 18, 2011, to the Agreement and Plan of Merger, dated as of September 6, 2011 (the “Merger Agreement”), is by and among International Paper Company, a New York corporation (“Parent”), Metal Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Pu

December 20, 2011 EX-99.1

INTERNATIONAL PAPER, TEMPLE-INLAND EXTEND REGULATORY REVIEW TIMING AGREEMENTS WITH THE DOJ

Exhibit 99.1 News Release INTERNATIONAL PAPER, TEMPLE-INLAND EXTEND REGULATORY REVIEW TIMING AGREEMENTS WITH THE DOJ December 19, 2011 - International Paper Company (NYSE: IP) and Temple-Inland Inc. (NYSE: TIN) today announced that they have agreed with the U.S. Department of Justice (“DOJ”) to extend the review period for their pending merger until January 27, 2012. Previously, the companies had

December 9, 2011 EX-99.1

TEMPLE-INLAND STOCKHOLDERS OVERWHELMINGLY APPROVE MERGER WITH INTERNATIONAL PAPER

Exhibit 99.1 NEWS RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND STOCKHOLDERS OVERWHELMINGLY APPROVE MERGER WITH INTERNATIONAL PAPER AUSTIN, TX – December 7, 2011 — Temple-Inland Inc. (NYSE: TIN) announced that at its Special Meeting of Stockholders held today, Temple-Inland stockholders voted to approve the adoption of the merger agreement with International Paper Company (IP), with 8

December 9, 2011 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 7, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 23, 2011 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 18, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

November 23, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Schedule DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

November 10, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

tindefa14a.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as p

November 10, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement

November 7, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended October 1, 2011 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From to Commission File Number: 001-08634 Temple-I

November 7, 2011 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

defm14a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 7, 2011 EX-10.2

AMENDMENT NO. 1 AND CONSENT UNDER TERM LOAN AGREEMENT

Exhibit 10.2 EXECUTION COPY AMENDMENT NO. 1 AND CONSENT UNDER TERM LOAN AGREEMENT AMENDMENT NO. 1 AND CONSENT dated as of August 11, 2011 between TIN Timber Financing, LLC, a Delaware limited liability company (the “Borrower”), CAFCO, LLC , a Delaware limited liability company, CHARTA, LLC, a Delaware limited liability company, CRC FUNDING, LLC, a Delaware limited liability company, CIESCO, LLC, a

November 7, 2011 EX-10.1

AMENDMENT NO. 1 AND CONSENT UNDER TERM LOAN AGREEMENT

Exhibit 10.1 EXECUTION COPY AMENDMENT NO. 1 AND CONSENT UNDER TERM LOAN AGREEMENT AMENDMENT NO. 1 AND CONSENT dated as of August 11, 2011 between TIN Land Financing, LLC, a Delaware limited liability company (the “Borrower”), CAFCO, LLC , a Delaware limited liability company, CHARTA, LLC, a Delaware limited liability company, CRC FUNDING, LLC, a Delaware limited liability company, CIESCO, LLC, a D

November 4, 2011 CORRESP

November 4, 2011

November 4, 2011 VIA EDGAR AND EMAIL John Reynolds Jay Williamson David Link Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F.

October 25, 2011 CORRESP

October 25, 2011

corresp October 25, 2011 VIA EDGAR AND EMAIL John Reynolds Jay Williamson David Link Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F.

October 25, 2011 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

prer14a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 19, 2011 EX-99.1

TEMPLE-INLAND INC. REPORTS THIRD QUARTER 2011 RESULTS

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC. REPORTS THIRD QUARTER 2011 RESULTS AUSTIN, TEXAS, October 19, 2011-Temple-Inland Inc. today reported third quarter 2011 net income of $6 million, or $0.05 per diluted share, compared with second quarter 2011 net income of $19 million, or $0.17 per diluted share, and third quarter 2010 net income

October 19, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 19, 2011 (Date of earliest event reported) TEMPLE-INLAND IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 19, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

September 23, 2011 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2)) o Definitiv

September 12, 2011 EX-10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (this “Agreement”), dated as of September 6, 2011, is made by and among TEMPLE-INLAND INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for

September 12, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 12, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 12, 2011 EX-10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (this “Agreement”), dated as of September 6, 2011, is made by and among TEMPLE-INLAND INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for

September 8, 2011 EX-4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, is made as of September 6, 2011 (“Amendment”) between Temple-Inland Inc., a Delaware corporation (the “Company”) and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Rights Agreemen

September 8, 2011 EX-99.3

September 6, 2011

Exhibit 99.3 September 6, 2011 Dear [Name of Temple-Inland Customer]: I am writing to share with you some important news about Temple-Inland. On September 6, Temple-Inland signed an agreement to be purchased by International Paper. Upon completion of the transaction, which we expect will close during the first quarter of 2012, Temple-Inland will become part of International Paper. Both companies h

September 8, 2011 EX-99.2

Frequently Asked Questions

Exhibit 99.2 Frequently Asked Questions Q: Will I have a job if Temple-Inland becomes part of International Paper? A: It is too early at this stage to talk specifically about how the integration process might impact individual Temple-Inland employees, but rest assured that we will make every effort to communicate regularly to tell you as much as we can about IP’s personnel decisions. In the meanti

September 8, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 8, 2011 EX-4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, is made as of September 6, 2011 (“Amendment”) between Temple-Inland Inc., a Delaware corporation (the “Company”) and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Rights Agreemen

September 8, 2011 EX-2.1

AGREEMENT AND PLAN OF MERGER INTERNATIONAL PAPER COMPANY, METAL ACQUISITION INC. TEMPLE-INLAND INC. dated as of September 6, 2011 TABLE OF CONTENTS

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER between INTERNATIONAL PAPER COMPANY, METAL ACQUISITION INC. and TEMPLE-INLAND INC. dated as of September 6, 2011 TABLE OF CONTENTS Article I THE MERGER Section 1.1 The Merger. 2 Section 1.2 Closing 2 Section 1.3 Effective Time 3 Section 1.4 Directors and Officers of the Surviving Corporation 3 Section 1.5 Subsequent Actions 3 Section 1.6 Stoc

September 8, 2011 EX-99.3

September 6, 2011

Exhibit 99.3 September 6, 2011 Dear [Name of Temple-Inland Customer]: I am writing to share with you some important news about Temple-Inland. On September 6, Temple-Inland signed an agreement to be purchased by International Paper. Upon completion of the transaction, which we expect will close during the first quarter of 2012, Temple-Inland will become part of International Paper. Both companies h

September 8, 2011 EX-99.1

All Temple-Inland Employees

Exhibit 99.1 Memo To: All Temple-Inland Employees From: Doyle R. Simons Date: September 7, 2011 Subject: Temple-Inland to be purchased by International Paper This morning, Temple-Inland and International Paper issued a press release announcing that our respective Boards have approved a transaction by which International Paper would purchase all of the outstanding shares of Temple-Inland’s common s

September 8, 2011 EX-99.1

All Temple-Inland Employees

Exhibit 99.1 Memo To: All Temple-Inland Employees From: Doyle R. Simons Date: September 7, 2011 Subject: Temple-Inland to be purchased by International Paper This morning, Temple-Inland and International Paper issued a press release announcing that our respective Boards have approved a transaction by which International Paper would purchase all of the outstanding shares of Temple-Inland’s common s

September 8, 2011 EX-99.2

Frequently Asked Questions

Exhibit 99.2 Frequently Asked Questions Q: Will I have a job if Temple-Inland becomes part of International Paper? A: It is too early at this stage to talk specifically about how the integration process might impact individual Temple-Inland employees, but rest assured that we will make every effort to communicate regularly to tell you as much as we can about IP’s personnel decisions. In the meanti

September 8, 2011 EX-2.1

AGREEMENT AND PLAN OF MERGER INTERNATIONAL PAPER COMPANY, METAL ACQUISITION INC. TEMPLE-INLAND INC. dated as of September 6, 2011 TABLE OF CONTENTS

Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER between INTERNATIONAL PAPER COMPANY, METAL ACQUISITION INC. and TEMPLE-INLAND INC. dated as of September 6, 2011 TABLE OF CONTENTS Article I THE MERGER Section 1.1 The Merger. 2 Section 1.2 Closing 2 Section 1.3 Effective Time 3 Section 1.4 Directors and Officers of the Surviving Corporation 3 Section 1.5 Subsequent Actions 3 Section 1.6 Stoc

September 8, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 6, 2011 EX-99.1

INTERNATIONAL PAPER ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE TEMPLE-INLAND FOR $32.00 PER SHARE IN CASH Compelling Transaction Expected to Deliver Significant Value for Shareholders of Both Companies

Exhibit 99.1 News Release INTERNATIONAL PAPER ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE TEMPLE-INLAND FOR $32.00 PER SHARE IN CASH Compelling Transaction Expected to Deliver Significant Value for Shareholders of Both Companies MEMPHIS, Tenn., Sept. 6, 2011 /PRNewswire/ - International Paper (NYSE: IP) and Temple-Inland Inc. (NYSE: TIN) today announced that they have entered into a definitive merge

September 6, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 6, 2011 EX-99.(A)(5)(IX)

International Paper Announces Definitive Agreement to Acquire Temple-Inland for $32.00 per Share in Cash Compelling Transaction Expected to Deliver Significant Value for Shareholders of Both Companies

Exhibit (a)(5)(ix) News Release International Paper Announces Definitive Agreement to Acquire Temple-Inland for $32.

September 6, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

September 6, 2011 EX-99.1

INTERNATIONAL PAPER ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE TEMPLE-INLAND FOR $32.00 PER SHARE IN CASH Compelling Transaction Expected to Deliver Significant Value for Shareholders of Both Companies

Exhibit 99.1 News Release INTERNATIONAL PAPER ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE TEMPLE-INLAND FOR $32.00 PER SHARE IN CASH Compelling Transaction Expected to Deliver Significant Value for Shareholders of Both Companies MEMPHIS, Tenn., Sept. 6, 2011 /PRNewswire/ - International Paper (NYSE: IP) and Temple-Inland Inc. (NYSE: TIN) today announced that they have entered into a definitive merge

September 6, 2011 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 6) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Su

Amendment No. 6 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 6) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Subject Company) METAL ACQUISITION INC. (a wholly owned subsidiary of International Paper Company) and INTERNATIONAL PAPE

August 29, 2011 8-K

Other Events

8-K 1 tin8k20110829.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 29, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorpo

August 23, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 22, 2011 (Date of earliest event reported) TEMPLE-INLAND INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 22, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File

August 17, 2011 EX-99.1

CONTACT: Chris Mathis

Exhibit 99.1 NEWS RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND PROVIDES UPDATE ON BOGALUSA PAPER MILL AUSTIN, TX – August 17, 2011 –Temple-Inland Inc. (NYSE: TIN) today provided an update on the shutdown of its Bogalusa, Louisiana paper mill following an operational issue at the mill and its waste-water treatment facility. Predictive testing for Biochemical Oxygen Demand (BOD) indica

August 17, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 13, 2011 (Date of earliest event reported) TEMPLE-INLAND INC

tin8k817.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 13, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State

August 15, 2011 CORRESP

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tinseccommentresponseletter1.htm - Generated by SEC Publisher for SEC Filing [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ] VIA EDGAR AND EMAIL Perry Hindin Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F. St., N.E. Washington, D.C. 20549-3628 Re: Temple-Inland Inc. Schedule 14D-9, filed July 18, 2011 (File No.: 005-34674)

August 12, 2011 8-K

Entry into a Material Definitive Agreement

8-K 1 tin8k20110811.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 11, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorpo

August 10, 2011 EX-99.(A)(5)(VIII)

The following is an excerpt of a letter sent to employees of International Paper Company on August 10, 2011:

Exhibit (a)(5)(viii) The following is an excerpt of a letter sent to employees of International Paper Company on August 10, 2011: [Unrelated text] At International Paper, leadership and change go hand-in-hand.

August 10, 2011 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 5) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 5) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Subject Company) METAL ACQUISITION INC. (a wholly owned subsidiary of International Paper Company) and INTERNATIONAL PAPER COMPANY (Names of Filing Pers

August 9, 2011 EX-99.(A)(24)

All Temple-Inland Employees

Memo To: All Temple-Inland Employees From: Doyle R. Simons Date: August 9, 2011 Subject: International Paper Extends Tender Offer Deadline Earlier this morning, International Paper (IP) issued a press release announcing that it has extended its unsolicited tender offer to acquire all outstanding shares of Temple-Inland until September 8, 2011. According to its release, fewer than 8% of our outstan

August 9, 2011 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of Persons Filing Statement) Common Stock, $1.00 par value per share (Title of Class of Securities) 879868107 (CUSIP Number o

August 9, 2011 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 4) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 4) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Subject Company) METAL ACQUISITION INC. (a wholly owned subsidiary of International Paper Company) and INTERNATIONAL PAPER COMPANY (Names of Filing Pers

August 9, 2011 EX-99.(A)(5)(VII)

INTERNATIONAL PAPER EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF TEMPLE-INLAND

Exhibit (a)(5)(vii) News Release INTERNATIONAL PAPER EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF TEMPLE-INLAND MEMPHIS, Tenn.

August 8, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended _______July 2, 2011_______ OR ¨ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended July 2, 2011 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From to Commission File Number: 001-08634 Temple-Inla

July 28, 2011 EX-99.(A)(5)(VI)

2

Exhibit (a)(5)(vi) The following is an excerpt from the transcript of International Paper Company’s conference call with officers held on July 28, 2011: This communication does not constitute an offer to buy or solicitation of an offer to sell any securities.

July 28, 2011 EX-99.(A)(5)(IV)

International Paper Co.

Excerpt of transcript of conference call Exhibit (a)(5)(iv) International Paper Co.

July 28, 2011 EX-99.(A)(5)(V)

1

Exhibit (a)(5)(v) The following is an excerpt from the transcript of International Paper Company’s video broadcast to employees held on July 28, 2011: This communication does not constitute an offer to buy or solicitation of an offer to sell any securities.

July 28, 2011 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 3) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 3) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Subject Company) METAL ACQUISITION INC. (a wholly owned subsidiary of International Paper Company) and INTERNATIONAL PAPER COMPANY (Names of Filing Pers

July 27, 2011 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of Persons Filing Statement) Common Stock, $1.00 par value per share (Title of Class of Securities) 879868107 (CUSIP Number o

July 27, 2011 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 2) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 2) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Subject Company) METAL ACQUISITION INC. (a wholly owned subsidiary of International Paper Company) and INTERNATIONAL PAPER COMPANY (Names of Filing Pers

July 25, 2011 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of Persons Filing Statement) Common Stock, $1.00 par value per share (Title of Class of Securities) 879868107 (CUSIP Number o

July 25, 2011 EX-99.(A)(5)(III)

Overview of Temple-Inland Offer

Exhibit (a)(5)(iii) Overview of Temple-Inland Offer July 2011 Forward-Looking Statements All statements included or incorporated by reference in this communication other than statements or characterizations of historical fact, are forward-looking statements.

July 25, 2011 SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Su

Amendment No. 1 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Subject Company) METAL ACQUISITION INC. (a wholly owned subsidiary of International Paper Company) and INTERNATIONAL PAPE

July 21, 2011 EX-99.2

13 Our job is to be the best Second Quarter 2011 14 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are s

13 Our job is to be the best Second Quarter 2011 14 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

July 21, 2011 SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of Persons Filing Statement) Common Stock, $1.00 par value per share (Title of Class of Securities) 879868107 (CUSIP Number o

July 21, 2011 EX-99.1

TEMPLE-INLAND REPORTS SECOND QUARTER 2011 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND REPORTS SECOND QUARTER 2011 RESULTS AUSTIN, TEXAS, July 21, 2011-Temple-Inland Inc.

July 21, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 21, 2011 (Date of earliest event reported) TEMPLE-INLAND INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 21, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File N

July 18, 2011 EX-99.1

TEMPLE-INLAND BOARD OF DIRECTORS UNANIMOUSLY REJECTS INTERNATIONAL PAPER’S UNSOLICITED TENDER OFFER Board of Directors Unanimously Determines that IP’s Offer Grossly Undervalues Temple-Inland and Urges Stockholders Not to Tender Shares Pursuant to IP

NEWS RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND BOARD OF DIRECTORS UNANIMOUSLY REJECTS INTERNATIONAL PAPER’S UNSOLICITED TENDER OFFER Board of Directors Unanimously Determines that IP’s Offer Grossly Undervalues Temple-Inland and Urges Stockholders Not to Tender Shares Pursuant to IP’s Offer AUSTIN, TX – July 18, 2011 — Temple-Inland Inc.

July 18, 2011 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 18, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File N

July 18, 2011 EX-99.A.11

Doyle R. Simons Chairman and Chief Executive Officer July 18, 2011 YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU REJECT INTERNATIONAL PAPER’S OFFER AND NOT TENDER YOUR SHARES

Exhibit (a)(11) Doyle R. Simons Chairman and Chief Executive Officer July 18, 2011 YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU REJECT INTERNATIONAL PAPER’S OFFER AND NOT TENDER YOUR SHARES Dear Fellow Temple-Inland Stockholder: On July 12, 2011, a wholly owned subsidiary of International Paper Company (“IP”), commenced an unsolicited tender offer to acquire your Temple-Inland shares fo

July 18, 2011 SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC.

sc14d9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 18, 2011 EX-99.E.1

Excerpts from the Temple-Inland Definitive Proxy Statement on Schedule 14A

Exhibit (e)(1) Excerpts from the Temple-Inland Definitive Proxy Statement on Schedule 14A Excerpts from Temple-Inland Inc.

July 18, 2011 EX-99.A.4

John V. Faraci 6400 POPLAR AVENUE Chairman and Chief Executive Officer MEMPHIS, TN 38197 USA T 901 419 7150 F 901 419 4633 [email protected]

Exhibit (a)(4) John V. Faraci 6400 POPLAR AVENUE Chairman and Chief Executive Officer MEMPHIS, TN 38197 USA T 901 419 7150 F 901 419 4633 [email protected] May 19, 2011 CONFIDENTIAL Mr. Doyle R. Simons Chairman & CEO Temple-Inland Inc. 1300 South Mopac Expressway Austin, TX 78746 Dear Doyle: Thank you for returning my call yesterday. I look forward to meeting with you next Thursday in Austin.

July 18, 2011 EX-99.A.7

John V. Faraci INTERNATIONAL PAPER Chairman and Chief Executive Officer 6400 POPLAR AVENUE MEMPHIS, TN 38197 USA T 901 419 7150 F 901 419 4633 [email protected]

Exhibit (a)(7) John V. Faraci INTERNATIONAL PAPER Chairman and Chief Executive Officer 6400 POPLAR AVENUE MEMPHIS, TN 38197 USA T 901 419 7150 F 901 419 4633 [email protected] June 6, 2011 PERSONAL & CONFIDENTIAL Mr. Doyle R. Simons Chairman & CEO Temple-Inland, Inc. 1300 South Mopac Expressway Austin, TX 78746 Dear Doyle: International Paper is very disappointed by your Board’s rejection of

July 18, 2011 EX-99.A.10

TEMPLE-INLAND BOARD OF DIRECTORS UNANIMOUSLY REJECTS INTERNATIONAL PAPER’S UNSOLICITED TENDER OFFER Board of Directors Unanimously Determines that IP’s Offer Grossly Undervalues Temple- Inland and Urges Stockholders Not to Tender Shares Pursuant to I

exv99waw10 Exhibit (a)(10) NEWS RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND BOARD OF DIRECTORS UNANIMOUSLY REJECTS INTERNATIONAL PAPER’S UNSOLICITED TENDER OFFER Board of Directors Unanimously Determines that IP’s Offer Grossly Undervalues Temple- Inland and Urges Stockholders Not to Tender Shares Pursuant to IP’s Offer AUSTIN, TX — July 18, 2011 — Temple-Inland Inc.

July 18, 2011 EX-99.A.12

To: All Temple-Inland Employees From: Doyle Simons Date: July 18, 2011 Subject: Update on Temple-Inland’s Board of Directors Rejection of IP’s Unsolicited Tender Offer

Exhibit (a)(12) To: All Temple-Inland Employees From: Doyle Simons Date: July 18, 2011 Subject: Update on Temple-Inland’s Board of Directors Rejection of IP’s Unsolicited Tender Offer Today, in a filing with the Securities and Exchange Commission, Temple-Inland’s Board of Directors formally responded to the unsolicited tender offer by International Paper and described the factors that led to the Board’s unanimous decision to reject that offer.

July 18, 2011 EX-99.1

TEMPLE-INLAND BOARD OF DIRECTORS UNANIMOUSLY REJECTS INTERNATIONAL PAPER’S UNSOLICITED TENDER OFFER Board of Directors Unanimously Determines that IP’s Offer Grossly Undervalues Temple-Inland and Urges Stockholders Not to Tender Shares Pursuant to IP

NEWS RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND BOARD OF DIRECTORS UNANIMOUSLY REJECTS INTERNATIONAL PAPER’S UNSOLICITED TENDER OFFER Board of Directors Unanimously Determines that IP’s Offer Grossly Undervalues Temple-Inland and Urges Stockholders Not to Tender Shares Pursuant to IP’s Offer AUSTIN, TX – July 18, 2011 — Temple-Inland Inc.

July 18, 2011 EX-99.A.5

John V. Faraci 6400 POPLAR AVENUE Chairman and Chief Executive Officer MEMPHIS TN 38197 USA T 901 419 7150 F 901 419 4633 [email protected]

exv99waw5 Exhibit (a)(5) John V. Faraci 6400 POPLAR AVENUE Chairman and Chief Executive Officer MEMPHIS TN 38197 USA T 901 419 7150 F 901 419 4633 [email protected] May 27, 2011 PERSONAL & CONFIDENTIAL Mr. Doyle R. Simons Chairman & CEO Temple-Inland Inc. 1300 South Mopac Expressway Austin, TX 78746 Dear Doyle: Thanks for meeting me yesterday and reviewing our materials. As you can see, we be

July 18, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 18, 2011 (Date of earliest event reported) TEMPLE-INLAND INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 18, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File N

July 18, 2011 EX-99.A.6

Doyle R. Simons Chairman and Chief Executive Officer

exv99waw6 Exhibit (a)(6) Doyle R. Simons Chairman and Chief Executive Officer June 4, 2011 Mr. John V. Faraci Chairman and CEO International Paper 6400 Poplar Avenue Memphis, TN 38197 Dear John: The Board of Directors of Temple-Inland has received your letters dated May 19 and May 27, 2011 containing IP’s proposal to acquire all of the outstanding shares of Temple-Inland for $30.60 per share in ca

July 13, 2011 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of Persons Filing Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of Persons Filing Statement) Common Stock, $1.00 par value per share (Title of Class of Securities) 879868107 (CUSIP Number of Class of Securit

July 12, 2011 EX-99.(A)(1)(III)

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) TEMPLE-INLAND INC. Pursuant to the Offer to Purchase dated July 12, 2011 METAL ACQUISITION INC. a wholly owned subsidiary of INT

Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of TEMPLE-INLAND INC.

July 12, 2011 EX-99.(A)(1)(I)

Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) Temple-Inland Inc. $30.60 Net Per Share Metal Acquisition Inc. a wholly owned subsidiary of International Paper Company

Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of Temple-Inland Inc.

July 12, 2011 EX-99.(A)(1)(VII)

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) Temple-Inland Inc. $30.60 Net per Share Metal Acquisition Inc. a wholly owned subsidiary of International Paper Com

Form of summary advertisement Exhibit (a)(1)(vii) This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below).

July 12, 2011 EX-99.(A)(1)(VI)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Exhibit (a)(1)(vi) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.

July 12, 2011 SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of Persons Filing Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPLE-INLAND INC. (Name of Subject Company) TEMPLE-INLAND INC. (Name of Persons Filing Statement) Common Stock, $1.00 par value per share (Title of Class of Securities) 879868107 (CUSIP Number of Class of Securit

July 12, 2011 EX-99.(B)(1)

UBS LOAN FINANCE LLC 677 Washington Boulevard Stamford, Connecticut 06901

Commitment letter described in Section 10 of the Offer to Purchase Exhibit (b)(1) UBS LOAN FINANCE LLC 677 Washington Boulevard Stamford, Connecticut 06901 UBS SECURITIES LLC 299 Park Avenue New York, New York 10171 July 7, 2011 International Paper Company 6400 Poplar Avenue Memphis, Tennessee 38197 Attention: Mr.

July 12, 2011 EX-99.(A)(1)(V)

Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) TEMPLE-INLAND INC. $30.60 Net Per Share METAL ACQUISITION INC. a wholly owned subsidiary of INTERNATIONAL PAPER COMPANY

Form of Letter to Clients Exhibit (a)(1)(v) Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of TEMPLE-INLAND INC.

July 12, 2011 EX-99.(A)(1)(II)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) Temple-Inland Inc. Pursuant to the Offer to Purchase dated July 12, 2011 Metal Acquisition Inc. a wholly owned subsidiary of Internation

Form of Letter of Transmittal Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of Temple-Inland Inc.

July 12, 2011 SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Subject Company) MET

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Subject Company) METAL ACQUISITION INC. (a wholly owned subsidiary of International Paper Company) and INTERNATIONAL PAPER COMPANY (Names of Filing Persons (Offerors)) CO

July 12, 2011 EX-99.(A)(1)(IV)

Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) TEMPLE-INLAND INC. $30.60 Net Per Share METAL ACQUISITION INC. a wholly owned subsidiary of INTERNATIONAL PAPER COMPANY

Form of Letter to Brokers, Dealers Exhibit (a)(1)(iv) EVERCORE GROUP L.L.C. UBS SECURITIES LLC Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of TEMPLE-INLAND INC. at $30.60 Net Per Share by METAL ACQUISITION INC. a wholly owned subsidiary of INTERNATIONAL PAPER COMPANY July 12, 2011 To Brokers, Dealers, Commercial Banks

July 11, 2011 SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Name of Subject Company) MET

Preliminary Communications made before the commencement of a tender offer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 8, 2011 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 7, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File Nu

June 28, 2011 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-161835 UNDER THE SECURITIES ACT OF 1933 Temple-Inland Inc. (Exact name of registrant as specified in its

As filed with the Securities and Exchange Commission on June 28, 2011 Registration No.

June 28, 2011 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-161835 Temple-Inland Savings Plan for Union Employees (Exact name of regi

June 20, 2011 EX-99.1

1 Focused on Value Creation for Our Shareholders June 2011 2 Forward-looking statements are made throughout this presentation. These forward-looking statements are sometimes identified by the use of terms and phrases such as "believe," "should," "wou

1 Focused on Value Creation for Our Shareholders June 2011 2 Forward-looking statements are made throughout this presentation.

June 20, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 20, 2011 (Date of earliest event reported) TEMPLE-INLAND INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 20, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File N

June 20, 2011 EX-99.1

EX-99.1

Focused on Value Creation Focused on Value Creation for Our Shareholders June 2011 1Forward-looking statements are made throughout this presentation.

June 7, 2011 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7 , 2011 TEMPLE-INLAND INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-08634 (Commission

June 7, 2011 EX-99.1

TEMPLE-INLAND ADOPTS STOCKHOLDER RIGHTS PLAN AND DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND ADOPTS STOCKHOLDER RIGHTS PLAN AND DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS Austin, TX, June 7, 2011 — The Board of Directors of Temple-Inland Inc.

June 7, 2011 EX-3.1

CERTIFICATE OF DESIGNATIONS SERIES B JUNIOR PARTICIPATING PREFERRED STOCK TEMPLE-INLAND INC. (Pursuant to Section 151 of the Delaware General Corporation Law)

CERTIFICATE OF DESIGNATIONS of SERIES B JUNIOR PARTICIPATING PREFERRED STOCK of TEMPLE-INLAND INC.

June 7, 2011 EX-4.1

TEMPLE-INLAND INC.

EX-4.1 3 tin8kex4.htm STOCKHOLDER RIGHTS AGREEMENT TEMPLE-INLAND INC. and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of June 7, 2011 TABLE OF CONTENTS Page Number Section 1. Definitions 1 Section 2. Appointment of Rights Agent 8 Section 3. Issue of Right Certificates 8 Section 4. Form of Right Certificates 10 Section 5. Countersignature and Registration 11 Section 6. Transfer, Spl

June 7, 2011 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 TEMPLE-INLAND INC. (Exact name of registrant as specified in its charter) Delaware 001-08634 75-1903917 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS. Employer Identi

June 6, 2011 EX-99.2

EX-99.2

Focused on Value Creation Focused on Value Creation for Our Shareholders June 2011 1Forward-looking statements are made throughout this presentation.

June 6, 2011 EX-99.1

TEMPLE-INLAND REJECTS UNSOLICITED TAKEOVER PROPOSAL FROM INTERNATIONAL PAPER Board of Directors Unanimously Determines that Proposal Grossly Undervalues the Company

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND REJECTS UNSOLICITED TAKEOVER PROPOSAL FROM INTERNATIONAL PAPER Board of Directors Unanimously Determines that Proposal Grossly Undervalues the Company AUSTIN, TEXAS, June 6, 2011 — Temple-Inland Inc.

June 6, 2011 EX-99.2

1 Focused on Value Creation for Our Shareholders June 2011 2 Forward-looking statements are made throughout this presentation. These forward-looking statements are sometimes identified by the use of terms and phrases such as "believe," "should," "wou

1 Focused on Value Creation for Our Shareholders June 2011 2 Forward-looking statements are made throughout this presentation.

June 6, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File Nu

May 19, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Temple-Inland Inc. (Name of Issuer) Common Stock, $1.00 per share (Title of Class of Securities) (CUSIP N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Temple-Inland Inc. (Name of Issuer) Common Stock, $1.00 per share (Title of Class of Securities) 879868107 (CUSIP Number) May 11, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

May 10, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 6, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 10, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended April 2, 2011 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From to Commission File Number: 001-08634 Temple-Inl

April 20, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 20, 2011 (Date of earliest event reported) TEMPLE-INLAND INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 20, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File

April 20, 2011 EX-99.2

1 Our job is to be the best First Quarter 2011 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are subj

1 Our job is to be the best First Quarter 2011 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

April 20, 2011 EX-99.1

TEMPLE-INLAND REPORTS FIRST QUARTER 2011 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND REPORTS FIRST QUARTER 2011 RESULTS AUSTIN, TEXAS, April 20, 2011-Temple-Inland Inc.

April 11, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 11, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File

March 23, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

February 22, 2011 EX-10.15

First Amendment to the SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (as amended and restated effective as of February 6, 2009)

Exhibit 10.15 First Amendment to the TEMPLE-INLAND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (as amended and restated effective as of February 6, 2009) WHEREAS, TIN Inc. (the “Company”) maintains the Temple-Inland Supplemental Executive Retirement Plan (as amended and restated effective as of February 6, 2009) (the “Plan”); and WHEREAS, the Company has determined that it is desirable to amend the Pla

February 22, 2011 EX-10.40

First Amendment to the Temple-Inland Inc. 2010 Incentive Plan

Exhibit 10.40 First Amendment to the Temple-Inland Inc. 2010 Incentive Plan WHEREAS, Temple-Inland Inc. (the “Company”) maintains the Temple-Inland Inc. 2010 Incentive Plan (the “Plan”); and WHEREAS, the Board of Directors of the Company (the “Board”) has authority to amend the Plan; NOW, THEREFORE, the Plan is hereby amended by adding a new Section 23 as follows: 23. Restriction Period for Full V

February 22, 2011 EX-21

TEMPLE-INLAND INC. All Subsidiaries are wholly-owned unless noted otherwise.

Exhibit 21 TEMPLE-INLAND INC. SUBSIDIARIES All Subsidiaries are wholly-owned unless noted otherwise. Subsidiary Name Jurisdiction of Incorporation TIN Inc. Delaware Corporate Commercial Realty, Inc. Delaware Del-Tin Fiber L.L.C. (50%) Delaware GCC Southeastern Corporation Delaware Gaylord Container de Mexico, S.A. de C.V. Mexico El Morro Corrugated Box Corporation Delaware El Morro Corrugated Box

February 22, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 1, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-08634 Temple-Inland Inc

February 22, 2011 EX-10.38

Temple-Inland Inc. 2011 Tier I Bonus Plan

Exhibit 10.38 Temple-Inland Inc. 2011 Tier I Bonus Plan Temple-Inland is committed to two key objectives: (1) maximizing ROI, and (2) profitably growing our business. We focus on maximizing ROI because we fundamentally believe there is a direct correlation between ROI and shareholder value. We define ROI as operating income divided by beginning of year investment, subject to certain specified adju

February 17, 2011 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”)

Registration Nos. 333-113180, 333-105072, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”) This sticker serves to supplement the Reoffer Prospectus dated March 1, 2004, to

February 14, 2011 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 2008 INCENTIVE PLAN TEMPLE-INLAND INC. 2010 INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”)

Registration Nos. 333-151071 and 333-167658 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 2008 INCENTIVE PLAN TEMPLE-INLAND INC. 2010 INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”) This sticker serves to supplement the Reoffer Prospectus dated October 28, 2010, to provide information with respect to Selling Stockholders. Ms.

February 14, 2011 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”)

Registration Nos. 333-113180, 333-105072, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”) This sticker serves to supplement the Reoffer Prospectus dated March 1, 2004, to

February 14, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 14, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

February 14, 2011 EX-99.1

1 Investor Presentation February 2011 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are subject to ri

1 Investor Presentation February 2011 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

February 8, 2011 EX-99.1

TEMPLE-INLAND INC. REPORTS FOURTH QUARTER AND FULL YEAR 2010 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC.

February 8, 2011 EX-99.2

1 Our job is to be the best Fourth Quarter and Full Year 2010 Earnings 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to fu

1 Our job is to be the best Fourth Quarter and Full Year 2010 Earnings 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

February 8, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 8, 2011 (Date of earliest event reported) TEMPLE-INLAND IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 8, 2011 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 30, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 29, 2010 (Date of earliest event reported) TEMPLE-INLAND I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 29, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

November 30, 2010 EX-99.1

NOTICE OF BLACKOUT PERIOD TO DIRECTORS AND EXECUTIVE OFFICERS OF TEMPLE-INLAND INC. AND TO THE UNITED STATES SECURITIES & EXCHANGE COMMISSION Date: November 29, 2010 This notice is being provided to you pursuant to the requirements of Section 306 of

NOTICE OF BLACKOUT PERIOD TO DIRECTORS AND EXECUTIVE OFFICERS OF TEMPLE-INLAND INC.

November 10, 2010 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”)

e424b3 Registration Nos. 333-113180, 333-10572, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”) This sticker serves to supplement the Reoffer Prospectus dated March 1, 2004, t

November 8, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended October 2, 2010 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From to Commission File Number: 001-08634 Temple-I

November 8, 2010 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”)

Registration Nos. 333-113180, 333-105072, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”) This sticker serves to supplement the Reoffer Prospectus dated March 1, 2004, to

October 29, 2010 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”)

Registration Nos. 333-113180, 333-105072, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”) This sticker serves to supplement the Reoffer Prospectus dated March 1, 2004, to

October 28, 2010 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 2008 INCENTIVE PLAN TEMPLE-INLAND INC. 2010 INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”)

Registration Nos. 333-151071 and 333-167658 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 2008 INCENTIVE PLAN TEMPLE-INLAND INC. 2010 INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”) This sticker serves to supplement the Reoffer Prospectus dated October 28, 2010, to provide information with respect to Selling Stockholders. Ms.

October 28, 2010 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Temple-Inland Inc. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on October 28, 2010 Registration Nos.

October 20, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 20, 2010 (Date of earliest event reported) TEMPLE-INLAND IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 20, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

October 20, 2010 EX-99.1

TEMPLE-INLAND INC. REPORTS THIRD QUARTER 2010 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC.

October 20, 2010 EX-99.2

1 Our job is to be the best Third Quarter 2010

1 Our job is to be the best Third Quarter 2010 14 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

September 15, 2010 EX-99.1

1 Our job is to be the best UBS Global Paper and Forest Products Conference September 15, 2010 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current

1 Our job is to be the best UBS Global Paper and Forest Products Conference September 15, 2010 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

September 15, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 15, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission F

August 9, 2010 EX-10.3

CREDIT AGREEMENT Dated as of June 25, 2010 TEMPLE-INLAND INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Lender L/C Issuer, CITIBANK, N.A., as Syndication Agent and as a Lender, JPMORGAN CHASE BANK, N.A., THE BANK OF NOVA SCO

EXECUTION VERSION Published Deal CUSIP Number: 87987JAD4 Published Revolving Commitment CUSIP Number: 87987JAE2 CREDIT AGREEMENT Dated as of June 25, 2010 among TEMPLE-INLAND INC.

August 9, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended July 3, 2010 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From to Commission File Number: 001-08634 Temple-Inla

August 9, 2010 EX-10.2

EXPLANATORY NOTE

EXPLANATORY NOTE Temple-Inland Inc. sold its strategic timberland on October 31, 2007 for $2.38 billion. The total consideration consisted almost entirely of notes due in 2027 issued by the buyer of the timberland. The notes are secured by $2.38 billion of irrevocable standby letters of credit issued by four banks, which are required to maintain a credit rating on their long-term unsecured debt of

August 9, 2010 EX-10.1

EXPLANATORY NOTE

EXPLANATORY NOTE Temple-Inland Inc. sold its strategic timberland on October 31, 2007 for $2.38 billion. The total consideration consisted almost entirely of notes due in 2027 issued by the buyer of the timberland. The notes are secured by $2.38 billion of irrevocable standby letters of credit issued by four banks, which are required to maintain a credit rating on their long-term unsecured debt of

July 27, 2010 EX-99.1

TEMPLE-INLAND INC. REPORTS SECOND QUARTER 2010 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC.

July 27, 2010 EX-99.2

13 Our job is to be the best Second Quarter 2010 14 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are s

EX-99.2 3 tin8kexslides.htm 2Q 2010 CONFERENCE CALL SLIDES 13 Our job is to be the best Second Quarter 2010 14 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties could

July 27, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 27, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File N

July 21, 2010 CORRESP

July 21, 2010

Grant F. Adamson Chief Governance Officer July 21, 2010 Via EDGAR and Facsimile Mr. John Reynolds Assistant Director Office of Beverages, Apparel and Healthcare Services Mail Stop 3561 U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Temple-Inland Inc. Form 10-K for Fiscal Year Ended January 2, 2010 Filed February 23, 2010 File No. 001-08634 Form 8

July 7, 2010 CORRESP

July 7, 2010

Grant F. Adamson Chief Governance Officer July 7, 2010 Via EDGAR and Facsimile Mr. John Reynolds Assistant Director Office of Beverages, Apparel and Healthcare Services Mail Stop 3561 U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Temple-Inland Inc. Form 10-K for Fiscal Year Ended January 2, 2010 Filed February 23, 2010 File No. 001-08634 Schedul

June 25, 2010 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 25, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File N

June 25, 2010 EX-10.1

CREDIT AGREEMENT Dated as of June 25, 2010 TEMPLE-INLAND INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Lender L/C Issuer, CITIBANK, N.A., as Syndication Agent and as a Lender, JPMORGAN CHASE BANK, N.A., THE BANK OF NOVA SCO

EX-10.1 2 tin8kex10revolver.htm REVOLVING CREDIT AGREEMENT EXECUTION VERSION Published Deal CUSIP Number: 87987JAD4 Published Revolving Commitment CUSIP Number: 87987JAE2 CREDIT AGREEMENT Dated as of June 25, 2010 among TEMPLE-INLAND INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, a Lender and L/C Issuer, CITIBANK, N.A., as Syndication Agent and as a Lender, JPMORGAN CHASE B

June 21, 2010 S-8

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Temple-Inland Inc. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on June 21, 2010 Registration No.

June 2, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 2, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 2, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File Nu

June 2, 2010 EX-99.1

4 Our job is to be the best Goldman Sachs Basic Materials Conference June 2, 2010 5 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with re

4 Our job is to be the best Goldman Sachs Basic Materials Conference June 2, 2010 5 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

May 28, 2010 CORRESP

May 28, 2010

Grant F. Adamson Chief Governance Officer May 28, 2010 Via EDGAR and Facsimile Mr. John Reynolds Assistant Director Office of Beverages, Apparel and Healthcare Services Mail Stop 3561 U.S. Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: Temple-Inland Inc. Form 10-K for Fiscal Year Ended January 2, 2010 Filed February 23, 2010 File No. 001-08634 Schedul

May 12, 2010 CORRESP

May 12, 2010

Grant F. Adamson Chief Governance Officer May 12, 2010 Via EDGAR and Telecopier – (703) 813-6963 Mr. Jay Williamson U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, DC 20549-0405 Re: Temple-Inland Inc. Form 10-K for Fiscal Year Ended January 2, 2010 Filed February 23, 2010 File No. 001-08634 Schedule 14A Filed March 23, 2010 Dear Mr. Willia

May 11, 2010 EX-10.2

TEMPLE-INLAND INC. RESTRICTED STOCK UNITS AGREEMENT

Exhibit 10.2 TEMPLE-INLAND INC. RESTRICTED STOCK UNITS AGREEMENT EMPLOYEE: DATE OF GRANT: AWARD PERIOD NUMBER OF RESTRICTED STOCK UNITS: This Agreement is entered into between TEMPLE-INLAND INC., a Delaware corporation ("Temple-Inland") and the Employee named above, and is an integral and inseparable term of Employee’s employment as an employee of Temple-Inland or an Affiliate. In consideration of

May 11, 2010 EX-10.3

TEMPLE-INLAND INC. PERFORMANCE STOCK UNITS AGREEMENT

Exhibit 10.3 TEMPLE-INLAND INC. PERFORMANCE STOCK UNITS AGREEMENT EMPLOYEE: DATE OF GRANT: NUMBER OF PERFORMANCE STOCK UNITS: AWARD PERIOD: This Agreement is entered into between TEMPLE-INLAND INC., a Delaware corporation ("Temple-Inland") and the Employee named above, and is an integral and inseparable term of Employee’s employment as an employee of Temple-Inland or an Affiliate. In consideration

May 11, 2010 EX-10.1

TEMPLE-INLAND INC. NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.1 TEMPLE-INLAND INC. NONQUALIFIED STOCK OPTION AGREEMENT EMPLOYEE: DATE OF GRANT: EXPIRATION DATE: NUMBER OF SHARES: EXERCISE PRICE PER SHARE: EXERCISE SCHEDULE DATE EXERCISABLE: NUMBER OF SHARES: This Agreement is entered into between TEMPLE-INLAND INC., a Delaware corporation ("Temple-Inland") and the Employee named above, and is an integral and inseparable term of Employee’s employme

May 11, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 7, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 7, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File Num

May 10, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended April 3, 2010 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From to Commission File Number: 001-08634 Temple-Inl

April 21, 2010 EX-99.1

TEMPLE-INLAND INC. REPORTS FIRST QUARTER 2010 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC.

April 21, 2010 EX-99.2

12 Our job is to be the best First Quarter 2010 13 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are su

12 Our job is to be the best First Quarter 2010 13 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

April 21, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 21, 2010 (Date of earliest event reported) TEMPLE-INLAND INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 21, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File

March 23, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

def14a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 23, 2010 EX-10.17

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

exv10w17 Exhibit 10.17 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of November 6, 2009 by and between TEMPLE-INLAND INC., a Delaware corporation (the “Company”), and DOYLE R. SIMONS (the “Executive”). WHEREAS, the Company and the Executive currently are party to an Employment Agreement dated August 9, 2007, as amended by a

February 23, 2010 EX-21

TEMPLE-INLAND INC. SUBSIDIARIES All Subsidiaries are wholly-owned unless noted otherwise. Jurisdiction of Subsidiary Name Incorporation TIN Inc. Delaware Corporate Commercial Realty, Inc. Delaware Del-Tin Fiber L.L.C. (50%) Delaware GCC Southeastern

exv21 Exhibit 21 TEMPLE-INLAND INC. SUBSIDIARIES All Subsidiaries are wholly-owned unless noted otherwise. Jurisdiction of Subsidiary Name Incorporation TIN Inc. Delaware Corporate Commercial Realty, Inc. Delaware Del-Tin Fiber L.L.C. (50%) Delaware GCC Southeastern Corporation Delaware Gaylord Container de Mexico, S.A. de C.V. Mexico El Morro Corrugated Box Corporation Delaware El Morro Corrugate

February 23, 2010 EX-10.23

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

exv10w23 Exhibit 10.23 FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”), dated as of August 7, 2009, is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and Randall D. Levy (the “Executive”). WHEREAS, Temple-Inland and the Executive previously entered into a Change in Control Agreement dated November 7

February 23, 2010 EX-10.25

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

exv10w25 Exhibit 10.25 FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”), dated as of August 7, 2009, is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and Larry C. Norton (the “Executive”). WHEREAS, Temple-Inland and the Executive previously entered into a Change in Control Agreement dated November 7

February 23, 2010 EX-10.36

TEMPLE-INLAND INC. 2010 INCENTIVE PLAN

exv10w36 Exhibit 10.36 TEMPLE-INLAND INC. 2010 INCENTIVE PLAN 1. Definitions. In the Plan, except where the context otherwise indicates, the following definitions shall apply: 1.1. “Affiliate” means a corporation, partnership, business trust, limited liability company, or other form of business organization at least a majority of the total combined voting power of all classes of stock or other equ

February 23, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 2, 2010 or o TRANSITION REPORT PURSU

10-K 1 d70988e10vk.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 2, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to

February 23, 2010 EX-10.21

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

exv10w21 Exhibit 10.21 FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”), dated as of August 7, 2009, is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and Dennis J. Vesci (the “Executive”). WHEREAS, Temple-Inland and the Executive previously entered into a Change in Control Agreement dated November 7

February 23, 2010 EX-10.37

Temple-Inland Inc. 2010 Tier I Bonus Plan

exv10w37 Exhibit 10.37 Temple-Inland Inc. 2010 Tier I Bonus Plan Temple-Inland is committed to two key objectives: (1) maximizing ROI, and (2) profitably growing our business. We focus on maximizing ROI because we fundamentally believe there is a direct correlation between ROI and shareholder value. We define ROI as operating income divided by beginning of year investment, subject to certain speci

February 23, 2010 EX-10.34

TEMPLE-INLAND INC. PERFORMANCE STOCK UNITS AGREEMENT EMPLOYEE: DATE OF GRANT: NUMBER OF PERFORMANCE STOCK UNITS: AWARD PERIOD:

exv10w34 Exhibit 10.34 TEMPLE-INLAND INC. PERFORMANCE STOCK UNITS AGREEMENT EMPLOYEE: DATE OF GRANT: NUMBER OF PERFORMANCE STOCK UNITS: AWARD PERIOD: This Agreement is entered into between TEMPLE-INLAND INC., a Delaware corporation (“Temple-Inland”) and the Employee named above, and is an integral and inseparable term of Employee’s employment as an employee of Temple-Inland or an Affiliate. In con

February 23, 2010 EX-10.19

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT

Exhibit 10.19 FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT THIS FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (“Amendment”), dated as of August 7, 2009, is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and J. Patrick Maley III (the “Executive”). WHEREAS, Temple-Inland and the Executive previously entered into a Change in Control Agreement dated November 7, 20

February 23, 2010 EX-10.20

CHANGE IN CONTROL AGREEMENT

Exhibit 10.20 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated November 7, 2008 (the “Effective Date”), is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and Dennis J. Vesci (the “Executive”). WHEREAS, Temple-Inland considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS, the Bo

February 9, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 5, 2010 (Date of earliest event reported) TEMPLE-INLAND IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 5, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 9, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 9, 2010 (Date of earliest event reported) TEMPLE-INLAND IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 9, 2010 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

February 9, 2010 EX-99.2

13 Our job is to be the best 14 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are subject to risk and u

13 Our job is to be the best 14 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

February 9, 2010 EX-99.3

43 Our job is to be the best Investor Presentation 44 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are

43 Our job is to be the best Investor Presentation 44 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

February 9, 2010 EX-99.1

TEMPLE-INLAND INC. REPORTS FOURTH QUARTER AND FULL YEAR 2009 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC.

February 9, 2010 EX-3.02

AMENDED AND RESTATED BYLAWS TEMPLE-INLAND INC. (Incorporated under the Laws of the State of Delaware) (As Amended and Restated February 2010) ARTICLE I

AMENDED AND RESTATED BYLAWS OF TEMPLE-INLAND INC. (Incorporated under the Laws of the State of Delaware) (As Amended and Restated February 2010) ARTICLE I OFFICES Section 1. Registered Office. The registered office of Temple-Inland Inc. (hereinafter called the Company) in the State of Delaware shall be at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, and the re

December 2, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 2, 2009 (Date of earliest event reported) TEMPLE-INLAND IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 2, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

December 2, 2009 EX-99.1

1 Our job is to be the best Investor Presentation 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are s

1 Our job is to be the best Investor Presentation 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

December 2, 2009 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”)

Registration Nos. 333-113180, 333-105072, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”) This sticker serves to supplement the Reoffer Prospectus dated March 1, 2004, to

November 10, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended October 3, 2009 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From to Commission File Number: 001-08634 Temple-I

November 9, 2009 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 6, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 9, 2009 EX-3.2

AMENDED AND RESTATED BYLAWS TEMPLE-INLAND INC. (Incorporated under the Laws of the State of Delaware) (As Amended and Restated November 2009) ARTICLE I

Exhibit 3.02 AMENDED AND RESTATED BYLAWS OF TEMPLE-INLAND INC. (Incorporated under the Laws of the State of Delaware) (As Amended and Restated November 2009) ARTICLE I OFFICES Section 1. Registered Office. The registered office of Temple-Inland Inc. (hereinafter called the Company) in the State of Delaware shall be at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castl

October 22, 2009 EX-99.1

TEMPLE-INLAND INC. REPORTS THIRD QUARTER 2009 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC.

October 22, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 22, 2009 (Date of earliest event reported) TEMPLE-INLAND IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 22, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

October 22, 2009 EX-99.2

1 Our job is to be the best Third Quarter 2009 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are subj

1 Our job is to be the best Third Quarter 2009 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

September 16, 2009 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 16, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission F

September 16, 2009 EX-99.1

1 Our job is to be the best UBS Global Paper and Forest Products Conference September 16, 2009 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current

1 Our job is to be the best UBS Global Paper and Forest Products Conference September 16, 2009 2 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

September 10, 2009 SC 13G/A

CUSIP NO.

CUSIP NO. 879868107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Temple-Inland Inc. (Name of Issuer) Common Stock, $1.00 Par Value per Share, non-cumulative (Title of Class of Securities) 879868107 (CUSIP Number) August 31, 2009 (Date of Event Which Requires Filing of this Statement

September 10, 2009 S-8

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Temple-Inland Inc. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on September 10, 2009 Registration No.

September 1, 2009 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”)

e424b3 Registration Nos. 333-113180, 333-105072, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE “PLANS”) This sticker serves to supplement the Reoffer Prospectus dated March 1, 2

August 11, 2009 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE "PLANS")

Registration Nos. 333-113180, 333-105072, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE "PLANS") This sticker serves to supplement the Reoffer Prospectus dated March 1, 2004, to

August 7, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended July 4, 2009 OR o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From to Commission File Number: 001-08634 Temple-Inla

July 31, 2009 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE "PLANS")

Registration Nos. 333-113180, 333-105072, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE "PLANS") This sticker serves to supplement the Reoffer Prospectus dated March 1, 2004, to

July 27, 2009 424B3

COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE "PLANS")

Registration Nos. 333-113180, 333-105072, and 333-27469 Filed pursuant to Rule 424(b)(3) COMMON STOCK (Par Value $1.00 Per Share) STICKER TO REOFFER PROSPECTUS TEMPLE-INLAND INC. 1997 STOCK OPTION PLAN TEMPLE-INLAND INC. 2001 STOCK INCENTIVE PLAN TEMPLE-INLAND INC. 2003 STOCK INCENTIVE PLAN (COLLECTIVELY, THE "PLANS") This sticker serves to supplement the Reoffer Prospectus dated March 1, 2004, to

July 23, 2009 EX-99

Our job is to be the best

Our job is to be the best 1 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

July 23, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 23, 2009 (Date of earliest event reported) TEMPLE-INLAND INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 23, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File N

July 23, 2009 EX-99

TEMPLE-INLAND INC. REPORTS SECOND QUARTER 2009 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC.

May 21, 2009 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 21, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File Nu

May 4, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 22, 2009 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 22, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission File

April 22, 2009 EX-99

TEMPLE-INLAND INC. REPORTS FIRST QUARTER 2009 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC.

April 22, 2009 EX-99

Our job is to be the best

Our job is to be the best 1 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

March 27, 2009 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-08634 Temple-Inland Savings Plan for Union Employees (Exact name of regis

March 27, 2009 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-08634 Temple-Inland Salaried Savings Plan (Exact name of registrant as sp

March 27, 2009 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129545 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129546 POST-EFFECTIVE A

As filed with the Securities and Exchange Commission on March 27, 2009 Registration No.

March 27, 2009 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-08634 Temple-Inland Savings and Retirement Plan (Exact name of registrant

March 27, 2009 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129545 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129546 POST-EFFECTIVE A

As filed with the Securities and Exchange Commission on March 27, 2009 Registration No.

March 27, 2009 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129545 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129546 POST-EFFECTIVE A

As filed with the Securities and Exchange Commission on March 27, 2009 Registration No.

March 27, 2009 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129545 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129546 POST-EFFECTIVE A

As filed with the Securities and Exchange Commission on March 27, 2009 Registration No.

March 27, 2009 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129545 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129546 POST-EFFECTIVE A

As filed with the Securities and Exchange Commission on March 27, 2009 Registration No.

March 27, 2009 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-08634 El Morro Corrugated Box Corporation Savings and Investment Plan (Ex

March 27, 2009 15-15D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-08634 Temple-Inland Non-Salaried Savings Plan (Exact name of registrant a

March 23, 2009 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d66644ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Comm

February 23, 2009 EX-10.15

TEMPLE-INLAND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (as amended and restated effective as of February 6, 2009) ARTICLE 1

exv10w15 Exhibit 10.15 TEMPLE-INLAND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (as amended and restated effective as of February 6, 2009) ARTICLE 1 Intent This Temple-Inland Supplemental Executive Retirement Plan is maintained by TIN Inc. for the purpose of providing supplemental retirement benefits to eligible employees. ARTICLE 2 Definitions 2.1 “Actuarially Equivalent” means an amount of equal act

February 23, 2009 EX-99

Our job is to be the best Investor Presentation

Our job is to be the best Investor Presentation 1 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

February 23, 2009 EX-21

TEMPLE-INLAND INC. SUBSIDIARIES All Subsidiaries are wholly-owned unless noted otherwise. Jurisdiction of Subsidiary Name Incorporation TIN Inc. (d/b/a Temple-Inland) Delaware Corporate Commercial Realty, Inc. Delaware Del-Tin Fiber L.L.C. (50%) Dela

Exhibit 21 TEMPLE-INLAND INC. SUBSIDIARIES All Subsidiaries are wholly-owned unless noted otherwise. Jurisdiction of Subsidiary Name Incorporation TIN Inc. (d/b/a Temple-Inland) Delaware Corporate Commercial Realty, Inc. Delaware Del-Tin Fiber L.L.C. (50%) Delaware GCC Southeastern Corporation Delaware Gaylord Container de Mexico, S.A. de C.V. Mexico El Morro Corrugated Box Corporation Delaware El

February 23, 2009 EX-10.18

CHANGE IN CONTROL AGREEMENT

exv10w18 Exhibit 10.18 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated November 7, 2008 (the “Effective Date”), is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and J. Patrick Maley III (the “Executive”). WHEREAS, Temple-Inland considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and W

February 23, 2009 EX-10.19

CHANGE IN CONTROL AGREEMENT

exv10w19 Exhibit 10.19 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated November 7, 2008 (the “Effective Date”), is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and Jack C. Sweeny (the “Executive”). WHEREAS, Temple-Inland considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS

February 23, 2009 EX-10.29

TEMPLE-INLAND INC. RESTRICTED UNITS AGREEMENT EMPLOYEE: DATE OF GRANT: AWARD PERIOD: RESTRICTED UNITS VALUE: $

exv10w29 Exhibit 10.29 TEMPLE-INLAND INC. RESTRICTED UNITS AGREEMENT EMPLOYEE: DATE OF GRANT: AWARD PERIOD: RESTRICTED UNITS VALUE: $ This Agreement is entered into between TEMPLE-INLAND INC., a Delaware corporation (“Temple-Inland”) and the Employee named above, and is an integral and inseparable term of Employee’s employment as an employee of Temple-Inland or an Affiliate. In consideration of th

February 23, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 23, 2009 (Date of earliest event reported) TEMPLE-INLAND I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 23, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fi

February 23, 2009 EX-10.17

AMENDMENT TO EMPLOYMENT AGREEMENT

exv10w17 Exhibit 10.17 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into as of November 7, 2008 by and between TEMPLE-INLAND INC., a Delaware corporation (the “Company”), and DOYLE R. SIMONS (the “Executive”). WHEREAS, the Company and the Executive currently are party to an Employment Agreement (the “Existing Agreement”) dated August 9, 2007; an

February 23, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 3, 2009 or o TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 3, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-08634

February 23, 2009 EX-10.21

CHANGE IN CONTROL AGREEMENT

exv10w21 Exhibit 10.21 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated November 7, 2008 (the “Effective Date”), is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and Larry C. Norton (the “Executive”). WHEREAS, Temple-Inland considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREA

February 23, 2009 EX-10.31

Temple-Inland Inc. 2009 Tier I Bonus Plan

exv10w31 Exhibit 10.31 Temple-Inland Inc. 2009 Tier I Bonus Plan Temple-Inland is committed to two key objectives: (1) maximizing ROI, and (2) profitably growing our business. We focus on maximizing ROI because we fundamentally believe there is a direct correlation between ROI and shareholder value. We define ROI as operating income divided by beginning of year investment, subject to certain speci

February 23, 2009 EX-10.30

TEMPLE-INLAND INC. PERFORMANCE STOCK UNITS AGREEMENT EMPLOYEE: DATE OF GRANT: NUMBER OF PERFORMANCE STOCK UNITS: AWARD PERIOD:

exv10w30 Exhibit 10.30 TEMPLE-INLAND INC. PERFORMANCE STOCK UNITS AGREEMENT EMPLOYEE: DATE OF GRANT: NUMBER OF PERFORMANCE STOCK UNITS: AWARD PERIOD: This Agreement is entered into between TEMPLE-INLAND INC., a Delaware corporation (“Temple-Inland”) and the Employee named above, and is an integral and inseparable term of Employee’s employment as an employee of Temple-Inland or an Affiliate. In con

February 23, 2009 EX-10.20

CHANGE IN CONTROL AGREEMENT

Exhibit 10.20 CHANGE IN CONTROL AGREEMENT THIS AGREEMENT, dated November 7, 2008 (the “Effective Date”), is made by and between Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), and Randall D. Levy (the “Executive”). WHEREAS, Temple-Inland considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS, the Bo

February 6, 2009 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of Issuer: Temple Inland Inc. Title of Class of Securities: Common Stock CUSIP Number: 879868107 Date of Event Which Requires Filing of this Statement: December 31, 2008 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X

January 27, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 27, 2009 (Date of earliest event reported) TEMPLE-INLAND IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 27, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

January 27, 2009 EX-99

TEMPLE-INLAND INC. REPORTS FOURTH QUARTER AND FULL YEAR 2008 RESULTS

NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Chris Mathis (512) 434-3766 TEMPLE-INLAND INC.

January 27, 2009 EX-99

Our job is to be the best

Our job is to be the best 1 This presentation contains “forward-looking statements” within the meaning of the federal securities laws.

January 16, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 16, 2009 (Date of earliest event reported) TEMPLE-INLAND IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 16, 2009 (Date of earliest event reported) TEMPLE-INLAND INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-08634 75-1903917 (State or Other Jurisdiction of Incorporation) (Commission Fil

January 15, 2009 SC 13G/A

CUSIP NO.

CUSIP NO. 879868107 13G Page 1 of 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Temple-Inland Inc. (Name of Issuer) Common Stock (par value $1.00 per share) (Title of Class of Securities) 879868107 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the a

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