Summary of TEMPLE INLAND INC

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Stat

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At its regular meeting on November 6, 2009, the Board of Directors of Temple-Inland Inc. (the "Company"), upon recommendation from the Nominating and Governance Committee of the Board, adopted amended and restated Bylaws, effective immediately. The principal amendments to the Bylaws are summarized as follows:

· Article II, Section 4 was revised to clarify that notices required by this section may be provided by various forms of electronic communication. Conforming changes were made to various other provisions referencing methods of giving notice.

· Article II, Section 8 was revised to clarify that a list of stockholders may be delivered in electronic form.

· Article II, Section 10 was revised to clarify that a proxy may be delivered by electronic means.

· Article II, Section 11 was added and provisions regarding inspectors of elections were placed in this separate section.

· Article II, Section 12 was revised to update the advance notice bylaw provisions to clarify that the only way for a stockholder to nominate a director or submit a proposal of business (other than a proposal submitted pursuant to and in compliance with Rule 14a-8 under the Securities Exchange Act of 1934) is by complying with the notice requirements in the amended and restated Bylaws. The advance notice provisions also require a proponent to provide additional information regarding the proponent's economic interests in the Company, including interests in derivative securities.

· Article VII was revised to clarify eligibility of Company shares for direct registration systems.

The above description of the amendments to the Bylaws does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the amended and restated Bylaws, which are attached to this Current Report on Form 8-K as Exhibit 3.2 and are incorporated herein by reference.