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 TEMPLE-INLAND INC.
RESTRICTED STOCK UNITS AGREEMENT
  1.
    
    Grant of Restricted Stock Units. Subject to the restrictions, terms and conditions
of this Agreement and the Plan Documents (as hereafter defined), Temple-Inland hereby awards
to the Employee the number of restricted stock units stated above (the Restricted Stock
Units).
 2.
    
    Governing Documents. This Agreement and the Restricted Stock Units awarded hereby
are subject to all the restrictions, terms and provisions of the Temple-Inland Inc. 2003 Stock
Incentive Plan (the Plan) and the Temple-Inland Standard Terms and Conditions for Restricted
Stock Units dated February 1, 2008 (the Standard Terms and Conditions; together with the
Plan, the Plan Documents) which are herein incorporated by reference and to the terms of
which the Employee hereby agrees. Capitalized terms used in this Agreement that are not
defined herein shall have the meaning set forth in the Plan Documents.
 3.
    
    No Stockholder Rights. The Restricted Stock Units will be represented by a book
entry credited in the name of the Employee and are not actual shares of Common Stock. The
Employee will not have the right to vote the Restricted Stock Units. The Employee was granted
Bonus Phantom Shares as of the date hereof which entitle the Employee to certain dividend
equivalent payments for cash dividends with respect to the Restricted Stock Units, subject to
the achievement of the performance goals specified by the Committee at the time of grant of
the Bonus Phantom Shares. The Employee acknowledges and agrees that (a) the Employees sole
rights with respect to dividend equivalent payments with respect to the cash dividends arise
from the Bonus Phantom Shares and, (b) the Employee has no rights under this Agreement or the
Plan Documents with respect to the payment of dividend equivalent payments or the adjustment
of the Restricted Stock Units to reflect the payment of cash dividends.
 4.
    
    General Vesting Requirements. Except as otherwise provided in the Plan Documents and
subject to the conditions of paragraphs 5 and 6 hereof: (a) all of the Employees Restricted
Stock Units shall vest as of the occurrence of a Vesting Date, provided that the Employee has
not incurred a Separation From Service prior to the Vesting Date, (b) no payment of the
Restricted Stock Units shall be made unless the Performance Goal set forth in Exhibit A hereto
has been achieved, and (c) any Restricted Stock Units that have not vested on or prior to the
earlier of the Employees Separation From Service or the Scheduled Vesting Date shall be
forfeited, and the Employee shall not thereafter have any rights with respect to the
Restricted Stock Units so forfeited.
 5.
    
    Retirement Vesting. Notwithstanding paragraph 4 hereof, any Restricted Stock Units
that do not vest as of a Vesting Date that occurs by reason of Employees Retirement solely by
reason of the second sentence of paragraph 6 hereof shall remain outstanding and shall vest as
of the Scheduled Vesting Date (which shall be the Vesting Date for purposes of paragraph 7
hereof), subject to the Performance Goal set forth in Exhibit A hereof being achieved as of
the Scheduled Vesting Date.
 6.
    
    Committee Certification of Performance Goals. Notwithstanding anything herein to the
contrary, in no event shall any Restricted Stock Units vest as of the Scheduled Vesting Date
unless the Committee has certified that the Performance Goal set forth in Exhibit A hereto has
been achieved. In the case of a Vesting Date described in clause (b) of the definition of
Vesting Date (as set forth in the Standard Terms and Conditions) that occurs by reason of
Retirement, in no event shall any Restricted Stock Units vest as of such Vesting Date unless
the Committee has certified that Temple-Inland has achieved the
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Tier I
 Performance Goal set forth in Exhibit A through the end of the later of the calendar quarter during which Retirement
occurred or the first full calendar quarter after the Date of Grant.
 7.
    
    Payment of Restricted Stock Units. Subject to the terms and conditions hereof,
Exhibit B hereto and the Plan Documents, Temple-Inland will pay to the Employee the cash value
of the Restricted Stock Units (determined based on Fair Market Value of the Common Stock on
the Vesting Date) as soon as practicable after the Vesting Date, but not later than ninety
days after the Vesting Date (or, if earlier, March 15 of the calendar year following the
Vesting Date), provided that if the Vesting Date occurs upon or after a Change in Control,
payment shall be made not later than the fifth business day after the Vesting Date.
 8.
    
    Arbitration. The Employee and Temple-Inland agree that this Agreement arises out of,
and is inseparable from, the Employees employment with Temple-Inland or any of its
Affiliates. The Employee and Temple-Inland further agree to final and binding arbitration as
the exclusive forum for resolution of any dispute of any nature whatsoever, whether initiated
by the Employee or Temple-Inland, arising out of, related to, or connected with Employees
employment with, or termination by, Temple-Inland or any of its Affiliates. This includes,
without limitation, any dispute arising out of the application, interpretation, enforcement,
or claimed breach of this Agreement. The only exceptions to the scope of this arbitration
provision are claims arising under any written agreement between the Employee and
Temple-Inland or its Affiliate that expressly provides that such claims are not subject to
binding arbitration. Arbitration under this provision shall be conducted under the employment
dispute rules and procedures of either the American Arbitration Association or of
JAMS/Endispute, according to the preference of the party initiating such arbitration. Appeal
from, or confirmation of, any arbitration award under this paragraph may be made to any court
of competent jurisdiction under standards applicable to appeal or confirmation of arbitration
awards under the Federal Arbitration Act. This arbitration provision and related proceedings
shall be subject to and governed by the Federal Arbitration Act.
 9.
    
    Miscellaneous. The Committee may from time to time modify or amend this Agreement in
accordance with the provisions of the Plan. This Agreement shall be binding upon and inure to
the benefit of Temple-Inland and its successors and assigns and shall be binding upon and
inure to the benefit of the Employee and his or her legatees, distributees and personal
representatives. By signing this Agreement, the Employee acknowledges and expressly agrees
that the Employee has read the Agreement and the Plan Documents and agrees to their terms.
This Agreement may be executed by Temple-Inland and the Employee by means of electronic or
digital signatures, which shall have the same force and effect as manual signatures. The
Employee acknowledges and agrees that clicking I Accept on the Companys online grant
acceptance screen has the effect of affixing the Employees electronic signature to this
Agreement. This Agreement shall be governed by and construed in accord with federal law,
where applicable, and otherwise with the laws of the State of Texas.
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 Exhibit A
 PERFORMANCE GOAL
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 Exhibit B
 SECTION 409A PAYMENT DATE
IN THE EVENT OF CERTAIN CHANGES IN CONTROL
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Tier I
 TEMPLE-INLAND INC.
STANDARD TERMS AND CONDITIONS
FOR RESTRICTED STOCK UNITS
February 1, 2008
 1.
    
    Certain Definitions:For purposes of this Temple-Inland Inc. Standard Terms and
Conditions for Restricted Stock Units (the Standard Terms and Conditions), the Temple-Inland
Inc. 2003 Stock Incentive Plan (the Plan, and together with the Standard Terms and
Conditions, the Plan Documents), and Restricted Stock Units to which this Standard Terms and
Conditions applies, the following terms shall have the meanings set forth below:
 a.
    
    Change in Control:
 i.
    
    A change in control shall be deemed to have occurred if the event
set forth in any one of the following paragraphs shall have occurred:
 (1)
    
    any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of Temple-Inland (not including in
the securities beneficially owned by such Person any securities acquired
directly from Temple-Inland or its Affiliates) representing 20% or more
of the combined voting power of Temple-Inlands then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clauses (a), (b) or (c) of
paragraph (3) below;(2)
    
    within any twenty-four (24) month period, the
following individuals cease for any reason to constitute a majority of
the number of directors then serving on the Board: individuals who, on
the Effective Date, constitute the Board and any new director (other than
a director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
Temple-Inland) whose appointment or election by the Board or nomination
for election by Temple-Inlands shareholders was approved or recommended
by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or
recommended;(3)
    
    there is consummated a merger, consolidation of
Temple-Inland or any direct or indirect subsidiary of Temple-Inland with
any other corporation or any recapitalization of Temple-Inland (for
purposes of this paragraph (III), a Business Event) unless, immediately
following such Business Event (a) the directors of Temple-Inland
immediately prior to such Business Event continue to constitute at least
a majority of the board of directors of Temple-Inland, the surviving
entity or any parent thereof, (b) the voting securities of Temple-Inland
outstanding immediately prior to such Business Event continue to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of Temple-Inland or any
subsidiary of Temple-Inland, at least 60% of the combined voting power of
the securities of Temple-Inland or such surviving entity or any parent
thereof outstanding immediately after such Business Event, and (c) in the
event of a recapitalization, no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of Temple-Inland or such
surviving entity or any parent thereof (not including in the securities
Beneficially Owned by such Person any securities acquired directly from
Temple-Inland or its Affiliates) representing 20% or more of the combined
voting power of the then outstanding securities of Temple-Inland or such
surviving entity or
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Tier I
 any parent thereof (except to the extent such
ownership existed prior to the Business Event);
 (4)
    
    the shareholders of Temple-Inland approve a plan of
complete liquidation or dissolution of Temple-Inland;(5)
    
    there is consummated an agreement for the sale,
disposition or long-term lease by Temple-Inland of substantially all of
Temple-Inlands assets, other than (a) such a sale, disposition or lease
to an entity, at least 50% of the combined voting power of the voting
securities of which are owned by shareholders of Temple-Inland in
substantially the same proportions as their ownership of Temple-Inland
immediately prior to such sale or disposition or (b) the distribution
directly to Temple-Inlands shareholders (in one distribution or a series
of related distributions) of all of the stock of one or more subsidiaries
of Temple-Inland that represent substantially all of Temple-Inlands
assets; or(6)
    
    any other event that the Board, in its sole
discretion, determines to be a Change in Control for purposes of this
Agreement.Notwithstanding the foregoing, a Change in Control under clauses (1)
through (5) above shall not be deemed to have occurred by virtue of the
consummation of any transaction or series of integrated transactions
immediately following which the record holders of the common stock of
Temple-Inland immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate
ownership in one or more entities which, singly or together,
immediately following such transaction or series of transactions, own
all or substantially all of the assets of Temple-Inland as constituted
immediately prior to such transaction or series of transactions.
 ii.
    
    For purposes of this definition of Change in Control:
 (1)
    
    Affiliate shall have the meaning set forth in
Rule 12b-2 promulgated under Section 12 of the Exchange Act.(2)
    
    Beneficial Owner shall have the meaning set forth
in Rule 13d-3 under the Exchange Act.(3)
    
    Effective Date means, the Date of Grant of the
applicable Restricted Stock Units.(4)
    
    Exchange Act shall mean the Securities Exchange
Act of 1934, as amended from time to time.(5)
    
    Person shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i) Temple-Inland
or any of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of Temple-Inland or any of its
Affiliates, (iii) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (iv) a corporation owned, directly
or indirectly, by the stockholders of Temple-Inland in substantially the
same proportions as their ownership of stock of Temple-Inland.
 b.
    
    Participant: means any Eligible Employee who has been awarded
Restricted Stock Units pursuant to the Plan.c.
    
    Restricted Stock Units: means a book entry representing an award of
Phantom Shares of Common Stock that are subject to restrictions as provided herein.
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 d.
    
    Restricted Stock Units Agreement: means the written agreement executed
by Temple-Inland and an Eligible Employee.e.
    
    Retirement: means a Participants Separation From Service after either
(i) attaining age 65 or (ii) attaining age 55 and completing at least five years of
service with Temple-Inland or any of its Affiliates.f.
    
    Separation From Service: means a Participants separation from service
(within the meaning of Section 409A of the Code) with Temple-Inland and its Affiliates
after the Date of Grant of the relevant Restricted Stock Units.g.
    
    Temple-Inland: means Temple-Inland Inc. and any successor thereto.h.
    
    Vesting Date: means, with respect to any award of Restricted Stock
Units hereunder, the earliest of (a) such date or dates as the Committee shall specify
in the Restricted Stock Units Agreement evidencing such award of Restricted Stock Units
as the Scheduled Vesting Date(s), (b) the Participants Retirement, (c) the occurrence
of a Change in Control, (d) the Participants death, or (e) the Participants becoming
disabled (within the meaning of Section 409A of the Code).
 Capitalized terms used herein but not defined herein shall have the meaning assigned to such
terms in the Plan.2.
    
    Acceptance of Restricted Stock Units Agreement; Time of Grant of Options; Stock Option
Agreements: Restricted Stock Units shall be immediately cancelled and expire if the
applicable Restricted Stock Units Agreement is not accepted (in such manner as may be
specified by Temple-Inland) by such Participant (or his or her agent or attorney) and
delivered to Temple-Inland (in such manner as may be specified by Temple-Inland) within 60
days after the Date of Grant of the Restricted Stock Units (unless an extension of such
deadline for extenuating circumstances is approved by a Vice President of Temple-Inland).3.
    
    Form of Awards:Restricted Stock Units, when issued, will be represented by a book
entry in the name of the Participant.4.
    
    Nonalienation of Benefits:Except as required by applicable law, no right or benefit
under the Plan or any Restricted Stock Units Agreement shall be subject to anticipation,
alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, transfer, pledge,
exchange, transfer, encumber or charge the same shall be void. No right or benefit hereunder
shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of
the person entitled to such benefit. If any Participant shall become bankrupt or attempt to
anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or
charge any right or benefit under the Plan or any Restricted Stock Units Agreement, then such
right or benefit shall, in the discretion of the Committee, cease and terminate, and in such
event, the Committee in its discretion may hold or apply the same or any part thereof for the
benefit of the Participant or his beneficiary, spouse, children or other dependents, or any of
them, in such manner and in such proportion as the Committee may deem proper.5.
    
    Withholding:Temple-Inlands obligation to pay Restricted Stock Units in accordance
with, and subject to the terms of, the applicable Restricted Stock Units Agreement, shall be
subject to the satisfaction of applicable federal, state and local tax withholding
requirements. Restricted Stock Unit payments that are withheld to satisfy applicable
withholding taxes shall be determined based on the Fair Market Value of the Common Stock on
the date the withholding tax obligation arises. Only the required statutory minimum tax may be
withheld; excess tax withholding is not allowed.6.
    
    No Right to Continued Employment; No Additional Rights:Nothing contained in the
Plan or in any Restricted Stock Units Agreement shall confer on any Participant any right to
continue in the employ of Temple-Inland or any of its Affiliates or interfere in any way with
the right of Temple-Inland or an Affiliate to terminate the employment of a Participant at any
time, with or without cause, notwithstanding the Restricted Stock Units awarded to the
Participant may be forfeited. Nothing in the Plan Documents or any Restricted Stock Units
Agreement shall be construed to give any employee of Temple-Inland or any Affiliate any right
to receive an award of Restricted Stock Units or as evidence of any agreement or
understanding, express or
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 implied, that Temple-Inland or any Affiliate will employ the
Participant in any particular position or at any particular rate of remuneration, or for any
particular period of time.7.
    
    Changes in Stock:In the event of any change in the outstanding stock covered by
Restricted Stock Units by reason of any stock dividend, split-up, spin-off, recapitalization,
reclassification, combination or exchange of shares, merger, consolidation or liquidation or
the like, the Committee shall provide for a substitution for or adjustment in the number and class of shares covered by the Restricted Stock Units. The
Committees determination with regard to any such substitution or adjustment shall be
conclusive. The Committee may at any time, in its sole discretion, make such amendments to
the terms of Restricted Stock Units Agreements as it deems necessary or appropriate to
reflect any adjustments or substitutions made pursuant to this paragraph.8.
    
    Exclusion from Pension, Profit-Sharing and Other Benefit Computations:By acceptance
of a Restricted Stock Units award under the Plan, a Participant shall be deemed to have agreed
that any compensation arising out of the award constitutes special incentive compensation that
shall not be taken into account as salary, pay, compensation or bonus in determining
the amount of any payment under any pension, retirement or profit-sharing plan of
Temple-Inland or any Affiliate. In addition, each Participant shall be deemed to have agreed
that neither the award, vesting nor payment of Restricted Stock Units shall be taken into
account in determining the amount of any life insurance coverage or short or long-term
disability coverage provided by Temple-Inland or any Affiliate.9.
    
    Section 409A: Notwithstanding any provision to the contrary in a Restricted Stock
Units Agreement or the Plan, if a Participant is a specified employee (within the meaning of
Section 409A(a)(2)(B) of the Code), then to the extent required by Section 409A(a)(2)(B) of
the Code, no payment of Restricted Stock Units shall be made to the Participant prior to the
earlier of (a) the expiration of the six month period measured from the date of the
Participants Separation From Service, and (b) the date of the Participants death.10.
    
    Applicability: This Standard Terms and Conditions shall apply to Restricted Stock
Units as to which the Committee designates it as applying, and the Committee may designate it
as applying in whole or in part in its discretion to a Restricted Stock Units award.11.
    
    Plan Controls:In the event of any conflict between the Plan and the terms of a
Restricted Stock Units Agreement or the Standard Terms and Conditions, the Plan shall govern.
 8