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Separation Agreement and Release of Claims - Inland Paperboard and Packaging Inc. and Dale E. Stahl

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           Separation Agreement and Release of Claims

      This  Agreement is entered into between Dale E. Stahl ("Mr.
Stahl") and Inland Paperboard and Packaging, Inc. (together  with
its   parent   and  affiliated  entities,  the  "Company").    In
consideration  of  their mutual promises  set  forth  below,  the
parties agree to the following terms:

1.   Separation  Date.   The  parties  agree  that  Mr.   Stahl's
     employment with the Company will terminate effective with the
     close of business on August 31, 2003 (the "Separation Date").
     Between the time he receives this Agreement and the Separation
     Date, Mr. Stahl shall continue to receive his full regular salary
     and benefits.  During that time Mr. Stahl will assist the Company
     in the transition of management duties and responsibilities and
     perform  such other responsibilities as may be requested  by
     Company.  On or before the Separation Date, Mr. Stahl  shall
     return to the Company all property of any nature belonging to the
     Company except for the equipment described in Section 3.e hereof.

2.   Certification   of   Voluntary   Agreement.     Mr.    Stahl
     acknowledges and agrees: (a) that his decision to sign  this
     Agreement is completely voluntary and not coerced; (b) that he is
     not  required to sign this Agreement, and that  no  one  has
     pressured  him to do so; and (c) that he has consulted  with
     attorneys or other advisors about his decision to sign  this
     Agreement to the extent he wished to do so.

3.   Enhanced  Severance Pay and Benefits.  In lieu of any  right
     to severance pay under normal Company policy, Mr. Stahl will
     receive the following pay and benefits that are beyond anything
     required under normal policy:

     a.   Lump Sum Severance Payment.  Mr. Stahl will receive a lump
          sum severance payment in the gross amount of four hundred twenty-
          five thousand dollars ($425,000.00), which is equal to twelve
          months of his regular base salary, less normal tax withholdings.

     b.   COBRA Payment. Mr. Stahl will receive an additional lump sum
          payment in the gross amount that will produce a net after tax
          payment of twelve thousand eight hundred ninety-one dollars and
          seventy-two cents ($12,891.72), which represents the estimated
          premiums at the current charge to continue his group family
          medical and dental coverage at existing levels under the federal
          law known as "COBRA" for one year.  However, it will be Mr.
          Stahl's sole responsibility to apply for any COBRA continuation
          benefits for himself and/or his family and to make the required
          contributions on a timely basis.

     c.   Retirement.  Mr. Stahl will be credited with benefits under
          the Company's nonqualified supplemental executive retirement
          plans (the "SERP") which provide a total combined retirement
          benefit under all qualified defined benefit retirement plans
          maintained or contributed to by the Company (including the plans


          maintained or contributed to by Gaylord Container Corporation and
          Inland Paperboard and Packaging, Inc.) and under the SERP
          (together, the "Retirement Plans") equal to a monthly single life
          annuity benefit of eleven thousand dollars ($11,000) assuming Mr.
          Stahl retires August 31, 2003 (the "Retirement Benefit").  The
          Retirement Benefit will be paid for the life of Mr. Stahl;
          provided, however, that he may extend such payment beyond his
          life by choosing one of the alternate payment forms available
          under the Retirement Plans with the applicable adjustments
          provided under the Retirement Plans for such extended payment
          schedule.   If Mr. Stahl chooses to begin drawing his benefit on
          a date later than September 1, 2003, the Retirement Benefit will
          be actuarially adjusted to reflect the postponed commencement of
          the Retirement Benefit using the applicable adjustments provided
          under the Retirement Plans.

     d.   Stock Plans.  Mr. Stahl's Temple-Inland Inc. stock options,
          including any vested options, are hereby forfeited in their
          entirety and Mr. Stahl shall have no further rights under the
          Temple-Inland Inc. stock option plans or any stock option
          agreements.  Mr. Stahl's eight thousand five hundred (8,500)
          shares of Temple-Inland Inc. restricted stock will vest in full
          on the Separation Date.  Mr. Stahl shall have the right at his
          election to receive such shares in kind, or to receive their fair
          market value in cash on the Separation Date, in either case less
          normal tax withholdings.  The fair market value shall be
          determined by averaging the highest sale price per share and the
          lowest sale price per share for Temple-Inland Inc. common stock
          on the New York Stock Exchange on the Separation Date.

     e.   Computer and Blackberry.  Mr. Stahl shall have the right to
          keep the Company personal computer and Blackberry handheld
          wireless communication device ("Blackberry") he is currently
          using; provided, however, that prior to the Separation Date he
          will transfer to the Company all Company data and files stored on
          such personal computer, the Blackberry, or in any other form and
          further provided that after the Separation Date Mr. Stahl shall
          be solely responsible for paying any access, telephone, or usage
          fees for such devices.

     Mr. Stahl will receive the payments described in (a) and (b)
     above  within seven (7) business days of the date he returns
     this  Agreement signed by him to Richard Warner, or  on  the
     Separation  Date, whichever comes later.    Mr.  Stahl  will
     receive  the shares or the cash described in item (d)  above
     within seven (7) days of notifying the Company of his choice
     of   payment   form.   If  the  Company  has  not   received
     instructions  from  Mr.  Stahl by September  30,  2003,  the
     Company  shall  withhold shares to pay the tax  withholdings
     and  send  the  balance of the shares in kind to  Mr.  Stahl
     within seven (7) days after September 30, 2003.

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4.   Mr.   Stahl's  Release  of  Claims.   In  exchange  for  the
     additional pay and benefits described above, Mr. Stahl hereby
     waives and releases all claims (known and unknown) which he has
     or  might have against the Company, its officers, directors,
     employees, agents, and parent or affiliate companies, arising out
     of his employment with the Company or its termination.  This
     waiver and release of claims is full and complete, and includes
     without limitation: (a) any claims of employment discrimination,
     harassment, or wrongful termination arising under Title VII of
     the 1964 Civil Rights Act, the Americans With Disabilities Act,
     the Age Discrimination in Employment Act, or similar state or
     local employment discrimination laws; (b) claims for breach of
     contract, whether express or implied; (c) claims alleging tort or
     other wrongful conduct under common law; and (d) claims  for
     additional compensation in any form, including salary, bonus or
     incentive compensation, sick leave benefits, vacation benefits,
     compensatory time, severance pay, or otherwise.

     Mr. Stahl understands that he is releasing claims he may not
     know  about.  This is his knowing and voluntary intent, even
     though he recognizes that some day he might learn that facts
     he currently believes to be true are untrue, and even though
     he   might   then  regret  having  signed  this   Agreement.
     Nevertheless, he is assuming that risk and agrees that  this
     release  shall remain effective in all respects in any  such

     Notwithstanding the general terms of this release of claims,
     it  is  agreed that the scope of this release does not waive
     any  of Mr. Stahl's rights as a terminating employee to: (1)
     convert  any  health or welfare benefits under  an  employee
     benefit  plan  to the extent the plan allows conversion;  or
     (2)  maintain his group health coverage in force as provided
     by COBRA (if he so elects).

5.   The  Company's Release of Claims.  The Company hereby waives
     and releases all claims (known and unknown) that it has or might
     have against Mr. Stahl arising out of his employment with the
     Company or its termination.   The Company further agrees  to
     indemnify Mr. Stahl for claims made against him in his capacity
     as  an officer, director, or employee of the Company to  the
     fullest extent permitted by the Company's charter and bylaws and
     the laws of the applicable jurisdiction and to the same extent
     Mr.  Stahl  would be indemnified if he were still  a  senior
     executive officer of the Company; it being the intention of the
     Company that Mr. Stahl receive no less indemnification at the
     time(s) of any such claims than its then current senior executive
     officers would receive at such time(s).

6.   OWBPA  Disclosure.   With specific reference  to  compliance
     with the requirements of the Older Workers Benefits Protection
     Act (29 U.S.C.  626(f)), the Company advises Mr. Stahl that: (a)
     this  Agreement contains a release of claims under  the  Age
     Discrimination in Employment Act, 29 U.S.C.  621 et seq.; (b)
     he should consult with an attorney with respect to the matters
     contained in this Agreement; (c) he has been given a period of at

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     least twenty-one (21) days from his receipt of this Agreement to
     decide whether to accept this offer, and may accept this offer at
     any point during that time; and (d) he may revoke this Agreement
     any time during a period of up to seven (7) days from the date he
     tenders this signed Agreement to the Company.  Once this 7-day
     revocation period has expired, the release shall be final and

7.   Resignation  as Officer.  Mr. Stahl resigns his position  as
     President and Chief Executive Officer of Inland Paperboard and
     Packaging, Inc. and any positions he holds with its affiliates
     effective July 25, 2003.

8.   No  Admission of Fault.  Nothing in this Agreement  implies,
     or is intended to imply, that the Company has acted improperly or
     violated any laws related to Mr. Stahl's employment.  The parties
     stipulate that the Company is entering into this Agreement in
     order  to avoid the costs and uncertainties of any potential
     claims that Mr. Stahl may now or later believe to exist.

9.   No  Disparagement.  Mr. Stahl shall not in any way disparage
     the Company, its operations, management, products, customers, or
     employees.  The Company shall not in any way disparage Mr. Stahl.
     With respect to both parties, this includes, without limitation,
     verbal or written statements to third parties, public statements
     in speeches or writings, and communications with the Company's
     customers or competitors.  These representations by Mr. Stahl and
     the Company are a material inducement to each other to enter into
     this Agreement and to pay or accept the separation and benefits
     described above.

10.  Confidential Information. Mr. Stahl promises not to disclose
     any confidential information or trade secrets about the Company,
     its services, or its customers that he learned while employed by
     the Company, without prior specific approval from the Company.

11.  No   Future  Employment.   The  separation  of  Mr.  Stahl's
     employment with the Company is intended to be permanent, and he
     agrees not to apply for or otherwise seek employment with the
     Company, or its parent, subsidiaries, affiliates, successors or

12.  Complete  Agreement.   This Agreement contains  all  of  the
     terms, promises, representations, and understandings made between
     the  parties.   Mr. Stahl agrees that no threats,  promises,
     representations, or other inducements have been made to him which
     caused him to sign this Agreement, other than the representations
     expressly set out in this Agreement.

13.  Other  Terms.   The terms and conditions of  this  Agreement
     shall be maintained in confidence by both parties, except to the
     extent disclosure is required by law.  This Agreement shall be
     interpreted under the laws of the United States and the State of
     Indiana.   Any  dispute  arising  out  of  the  application,
     interpretation, or enforcement of this Agreement, and any dispute

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     involving a claim purportedly released herein, shall be submitted
     under the Company's RESOLVE program applicable to employment
     disputes.   This Agreement shall be binding on each  party's
     successors and assigns.

                                   INLAND PAPERBOARD AND
                                   PACKAGING, INC.

/s/  Dale E. Stahl                 BY:/s/Kenneth M. Jastrow, II
----------------------                -------------------------------
     Dale E. Stahl                 Kenneth M. Jastrow, II
                                   TITLE: Chairman

DATED:  August 15, 2003            DATED: August 13, 2003

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