First Amendment to the 2003 Stock Incentive Plan

EXHIBIT 10.4

First Amendment
to the
Temple-Inland Inc. 2003 Stock Incentive Plan

     WHEREAS, Temple-Inland Inc. (the “Company”) maintains the Temple-Inland Inc. 2003 Stock Incentive Plan (the “Plan”); and

     WHEREAS, the Board of Directors of the Company (the “Board”) has authority to amend the Plan; and

     WHEREAS, the Board has determined that it is desirable to amend the Plan’s capital adjustment provisions;

     NOW, THEREFORE, Article 10 of the Plan is hereby amended as follows:

In the event of any change in the outstanding Common Stock by reason of any stock dividend, split-up, recapitalization, reclassification, combination or exchange of shares, merger, consolidation, liquidation or the like, the Committee shall provide for a substitution for or adjustment in (a) the number and class of securities subject to outstanding Awards or the type of consideration to be received upon the exercise or vesting of outstanding Awards, (b) the Option Price of Options, (c) the aggregate number and class of securities for which Awards thereafter may be made under this Plan, and (d) the maximum number of securities with respect to which an Employee may be granted Awards during the period specified in clause (b) of Section 5.1 hereof.

     IN WITNESS WHEREOF, Temple-Inland Inc. has caused this First Amendment to the Temple-Inland Inc. 2003 Stock Incentive Plan to be adopted as of this 4^th day of August 2006.

		TEMPLE-INLAND INC.
		By:
		Leslie K. O’Neal
		Vice President, Secretary and Assistant General Counsel

ATTEST:

Grant F. Adamson
Assistant Secretary