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
provide information with respect to Selling Stockholders.
Mr. Scott
H. Smith owns 10,000 shares of Common Stock, which were acquired pursuant to the
exercise of options granted pursuant to the Plans. Mr. Smith is
eligible to sell pursuant to this Reoffer Prospectus all of such
shares. Mr. Smith is the Chief Information Officer of the Company and
is currently the beneficial owner of 182,513 shares of Common Stock, including
139,076 shares issuable upon the exercise of options that are exercisable within
60 days. After completion of the offering, Mr. Smith will own 172,513
shares of Common Stock, which is less than one percent of the issued and
outstanding shares of Common Stock.
This
sticker is part of the Reoffer Prospectus and must accompany the Reoffer
Prospectus to satisfy prospectus delivery requirements under the Securities Act
of 1933, as amended.
The
date of this sticker is December 2, 2009.