The Board of Directors of Temple-Inland Inc. has adopted a stockholder rights plan and declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of Temple-Inland common stock.

Doyle R. Simons, Chairman and Chief Executive Officer of Temple-Inland Inc., said: "The Rights are designed to assure that all of Temple-Inland's stockholders receive fair and equal treatment in the event of any proposed takeover of the Company, to guard against abusive tactics to gain control of Temple-Inland without paying all stockholders a premium for that control, and to enable all Temple-Inland stockholders to realize the long-term value of their investment in the Company.

"In this regard, the Temple-Inland Board of Directors unanimously determined that International Paper's proposal announced yesterday to acquire the Company grossly undervalues Temple-Inland and its future prospects and is not in the best interests of Temple-Inland stockholders."

The Rights will be exercisable only if a person or group acquires 10% or more of Temple-Inland's common stock. Each Right will entitle stockholders to buy one one-hundredth of a share of a new series of junior participating preferred stock at an exercise price of $120.

If a person or group acquires 10% or more of Temple-Inland's outstanding common stock, each Right will entitle its holder (other than such person or members of such group) to purchase, at the Right's then-current exercise price, a number of Temple-Inland's common shares having a market value of twice such price. In addition, if Temple-Inland is acquired in a merger or other business combination transaction after a person has acquired 10% or more of the Company's outstanding common stock, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value of twice such price. The acquiring person will not be entitled to exercise these Rights.

Prior to the acquisition by a person or group of beneficial ownership of 10% or more of the Company's common stock, the Rights are redeemable for one cent per Right at the option of the Board of Directors.

Certain synthetic interests in securities created by derivative positions -- whether or not such interests are considered to be ownership of the underlying common stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act -- are treated as beneficial ownership of the number of shares of the company's common stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of the company's stock are directly or indirectly held by counterparties to the derivatives contracts.

The dividend distribution will be made on June 17, 2011, payable to stockholders of record as of the close of business on that date, and is not taxable to stockholders. The Rights will expire on June 7, 2016.