0000731939-05-000021 Sample Contracts

AMENDMENT TO CIC AGREEMENT
Cic Agreement • February 11th, 2005 • Temple Inland Inc • Paperboard mills

Kenneth M. Jastrow, II (the “Executive”) and Temple-Inland Inc. (the “Company”) hereby agree that the Change in Control Agreement dated October 2, 2000, as amended by letter agreement dated August 12, 2002 (the “CIC Agreement”), hereby is further amended as follows, effective asof this 11th day of February 2005:

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EMPLOYMENT AGREEMENT
Employment Agreement • February 11th, 2005 • Temple Inland Inc • Paperboard mills • Texas

THIS AGREEMENT (“Agreement”) is entered into as of February 11, 2005, by and between Temple-Inland Inc., a Delaware corporation (the “Company”), and Kenneth M. Jastrow, II (the “Executive”).

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