##### 



AMENDED AND RESTATED BY-LAWS  OF  TEMPLE-INLAND INC.
 (Incorporated under the Laws of the State of Delaware)
(As Amended and Restated May 2007)
 ARTICLE I
 OFFICES
 Section 1. Registered Office .
 Section 2. Other Offices .
 ARTICLE II
 MEETINGS OF STOCKHOLDERS
 Section 1. Place of Meeting .
 Section 2. Annual Meeting .
 Section 3. Special Meetings .




---



##### 



Section 4. Notice of Meetings .
 Section 5. Quorum .
 Section 6. Adjournments .
 Section 7. Order of Business .
 2




---



##### 



Section 8. List of Stockholders .
 Section 9. Voting .
 (1)
    
    on the date fixed pursuant to Section 6 of Article VII of these By-laws as the
record date for the determination of stockholders entitled to notice of and to vote at
such meeting; or(2)
    
    if no such record date shall have been so fixed, then at the close of business
on the day next preceding the day on which notice of such meeting is given, or, if
notice is waived, at the close of business on the day next preceding the day on which
the meeting is held.
   3




---



##### 



Section 10. Inspectors .
 Section 11. Advance Notification .
 4




---



##### 



ARTICLE III
 BOARD OF DIRECTORS
 Section 1. General Powers .
 Section 2. Number, Qualification and Election .
 Number
 Division into Classes
  5




---



##### 



Election
 Section 3. Notification of Nominations .
 6




---



##### 



Section 4. Quorum and Manner of Acting .
 Section 5. Place of Meeting .
 Section 6. Regular Meetings .
 Section 7. Special Meetings .
 Section 8. Notice of Meetings .
 7




---



##### 



Section 9. Rules and Regulations .
 Section 10. Participation in Meeting by Means of Communications Equipment .
 Section 11. Action Without Meeting .
 Section 12. Resignations
 Section 13. Removal of Directors .
 Section 14. Vacancies .
 Section 15. Compensation .
 8




---



##### 



ARTICLE IV
 EXECUTIVE AND OTHER COMMITTEES
 Section 1. Executive Committee .
 (a)
    
    amending the Certificate of Incorporation of the Company;(b)
    
    adopting an agreement of merger or consolidation involving the Company;(c)
    
    recommending to the stockholders the sale, lease or exchange of all or
substantially all of the property and assets of the Company;(d)
    
    recommending to the stockholders a dissolution of the Company or a revocation
of a dissolution;(e)
    
    adopting, amending or repealing any By-law;(f)
    
    taking any action, including the approval or determination of any matter, in
connection with any Business Combination pursuant to Article V of the Certificate of
Incorporation;(g)
    
    filling vacancies on the Board or on any committee of the Board, including the
Executive Committee;(h)
    
    fixing the compensation of directors for serving on the Board
or on any committee of the Board, including the Executive Committee; or
 9




---



##### 



(i)
    
    amending or repealing any resolution of the Board which by its terms may be
amended or repealed only by the Board.
  SECTION 2. Other Committees .
 Section 3. Procedure; Meetings; Quorum .
 10




---



##### 



ARTICLE V
 OFFICERS
 Section 1. Number; Term of Office; Compensation .
 Section 2. Removal .
 Section 3. Resignation .
 11




---



##### 



Section 4. Vacancies .
 Section 5. The Chairman of the Board .
 Section 6. Vice-Chairman of the Board .
 Section 7. Chief Financial Officer .
 Section 8. Vice-Presidents .
 Section 9. Treasurer .
 12




---



##### 



Section 10. Secretary .
 Section 11. Assistant Treasurers and Assistant Secretaries .
 ARTICLE VI
 INDEMNIFICATION
 Section 1. Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in
the Right of the Company .
 13




---



##### 



nolo contendere
 Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the
Company .
 Section 3. Authorization of Indemnification .
 Section 4. Good Faith Defined .
 14




---



##### 



Section 5. Indemnification by a Court .
 Section 6. Expenses Payable in Advance .
 Section 7. Non-exclusivity of Indemnification and Advancement of Expenses .
 15




---



##### 



Section 8. Insurance .
 Section 9. Certain Definitions .
 Section 10. Survival of Indemnification and Advancement of Expenses .
 16




---



##### 



ARTICLE VII
 CAPITAL STOCK
 Section 1. Certificates for Shares .
  Section 2. Transfer of Shares .
 Section 3. Addresses of Stockholders .
 17




---



##### 



Section 4. Lost, Destroyed and Mutilated Certificates .
 Section 5. Regulations .
 Section 6. Fixing Date for Determination of Stockholders of Record .
 ARTICLE VIII
 SEAL
  18




---



##### 



ARTICLE IX
 FISCAL YEAR
  ARTICLE X
 WAIVER OF NOTICE
  ARTICLE XI
 AMENDMENTS
  ARTICLE XII
 AFFILIATED TRANSACTIONS
 Section 1. Validity .
 19




---



##### 



Section 2. Disclosure, Approval; Fairness .
 A.
    
    the material facts as to the relationship or interest and as to the contract or
transaction are disclosed or are known:
 (i)
    
    to the board of directors (or committee thereof) and it
nevertheless in good faith authorizes or ratifies the contract or transaction
by a majority of the directors present, each such interested director to be
counted in determining whether a quorum is present but not in calculating the
majority necessary to carry the vote; or(ii)
    
    to the stockholders and they nevertheless authorize or ratify
the contract or transaction by a majority of the shares present at a meeting
considering such contract or transaction, each such interested person
(stockholder) to be counted in determining whether a quorum is present and for
voting purposes; or
 B.
    
    the contract or transaction is fair to the Company as of the time it is
authorized or ratified by the board of directors (or committee thereof) or the
stockholders.
 Section 3. Nonexclusive .
 ARTICLE XIII
 MISCELLANEOUS
 Section 1. Execution of Documents .
 20




---



##### 



Section 2. Deposits .
 Section 3. Checks .
 Section 4. Proxies in Respect of Stock or Other Securities of Other Corporations .
 21