CHANGE IN CONTROL AGREEMENT



         THIS AGREEMENT, dated November 1, 2002 (the "Effective Date"), is made

by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and

J. Bradley Johnston (the "Executive").



         WHEREAS, Temple-Inland considers it essential to the best interests of

its stockholders to foster the continued employment of key management personnel;

and



         WHEREAS, the Board recognizes that, as is the case with many publicly

held corporations, the possibility of a Change in Control exists and that such

possibility, and the uncertainty and questions which it may raise among

management, may result in the departure or distraction of management personnel

to the detriment of Temple-Inland and its stockholders; and



         WHEREAS, the Board has determined that appropriate steps should be

taken to reinforce and encourage the continued attention and dedication of

members of the Company's management, including the Executive, to their assigned

duties without distraction in the face of potentially disturbing circumstances

arising from the possibility of a Change in Control;



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, Temple-Inland and the Executive hereby agree as

follows:



         1. Defined Terms. The definitions of capitalized terms used in this

Agreement are provided in the last Section hereof.



         2. Term of Agreement. The Term of this Agreement shall commence on the

Effective Date and shall continue in effect through the second anniversary of

the Effective Date; provided, however, that commencing on the first anniversary

of the Effective Date, and on each anniversary of the Effective Date thereafter,

the Term shall automatically be extended for one additional year unless, not

later than 90 days prior to each such date, the Company or the Executive shall

have given notice not to extend the Term; and provided, further, that if a

Change in Control shall have occurred during the Term, the Term shall expire no

earlier than 36 months beyond the month in which such Change in Control

occurred.







{PAGE}









         3. Company's Covenants Summarized. In order to induce the Executive to

remain in the employ of the Company and in consideration of the Executive's

covenants set forth in Section 4 hereof, the Company agrees, under the

conditions described herein, to pay the Executive the Severance Payments and the

other payments and benefits described herein. Except as provided in Section 9.1

hereof, no Severance Payments shall be payable under this Agreement unless there

shall have been (or, under the terms of the second sentence of Section 6.1

hereof, there shall be deemed to have been) a termination of the Executive's

employment with the Company following a Change in Control and during the Term.

This Agreement shall not be construed as creating an express or implied contract

of employment and, except as otherwise agreed in writing between the Executive

and the Company, the Executive shall not have any right to be retained in the

employ of the Company.



         4. The Executive's Covenants. The Executive agrees that, subject to the

terms and conditions of this Agreement, in the event of a Potential Change in

Control during the Term, the Executive will remain in the employ of the Company

until the earliest of (i) a date which is six months from the date of such

Potential Change of Control, (ii) the date of a Change in Control, (iii) the

date of termination by the Executive of the Executive's employment for Good

Reason or by reason of death, Disability or Retirement, or (iv) the termination

by the Company of the Executive's employment for any reason.



         5. Compensation Other Than Severance Payments.



         5.1 Following a Change in Control and during the Term, during any

period that the Executive fails to perform the Executive's full-time duties with

the Company as a result of incapacity due to physical or mental illness, the

Company shall pay the Executive's full salary to the Executive at the rate in

effect at the commencement of any such period, together with all compensation

and benefits payable to the Executive under the terms of any compensation or

benefit plan, program or arrangement maintained by the Company during such

period (other than any disability plan), until the Executive's employment is

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