0000950123-10-015600 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 23rd, 2010 • Temple Inland Inc • Paperboard mills • Texas

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”).

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FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 23rd, 2010 • Temple Inland Inc • Paperboard mills

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”).

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 23rd, 2010 • Temple Inland Inc • Paperboard mills

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”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 23rd, 2010 • Temple Inland Inc • Paperboard mills

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”).

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 23rd, 2010 • Temple Inland Inc • Paperboard mills

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”).

TEMPLE-INLAND INC. PERFORMANCE STOCK UNITS AGREEMENT
Performance Stock Units Agreement • February 23rd, 2010 • Temple Inland Inc • Paperboard mills • Texas

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 the mutual covenants hereinafter set forth and for other good and valuable consideration, Temple-Inland and the Employee hereby agree as follows:

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