8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_________________

Date of Report: November 4, 2005

(Date of earliest event reported)

TEMPLE-INLAND INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-08634	75-1903917
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1300 MoPac Expressway South, Austin, Texas 78746

(Address of Principal Executive Offices, including Zip code)

(512) 434-5800

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Temple-Inland Inc. entered into a letter agreement with M. Richard Warner, President of the Company, memorializing the understanding between the Company and Mr. Warner in contemplation of his retirement on December 31, 2006.

The agreement provides that Mr. Warner will step down as President of the Company effective December 31, 2005, and assume the role of Senior Advisor to the Company. Upon his retirement, all nonqualified stock options and restricted stock previously awarded to him will vest.

A copy of the agreement is filed as an exhibit to this current report on Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 7, 2005, the Company issued a press release announcing that Mr. Warner plans to retire from the Company at the end of 2006. Mr. Warner will remain as President of the Company for the balance of 2005 and will move to the role of senior advisor in 2006 working on transition issues, staff development activities, and strategic initiatives.

A copy of the press release is filed as an exhibit to this current report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

10.1 Letter agreement between the company and M. Richard Warner dated November 4, 2005.

99.1 Press release dated November 7, 2005, announcing that Mr. Warner plans to retire from the Company at the end of 2006.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TEMPLE-INLAND INC.

Date: November 7, 2005 By:       /s/ Doyle R. Simons                

Name: Doyle R. Simons

Title: Executive Vice President

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EXHIBIT INDEX

Exhibit Description Page

10.1	Letter agreement between the company and M. Richard Warner dated November 4, 2005	5
99.1	Press release dated November 7, 2005, announcing that Mr. Warner plans to retire from the Company at the end of 2006	8

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EX-10

November 4, 2005

Mr. M. Richard Warner

President

Temple-Inland Inc.

1300 S. Mopac Expressway

Austin, TX 78746

Dear Richard:

I’m writing to memorialize our understanding with respect to your upcoming retirement from Temple-Inland:

1. Your last day of employment with Temple-Inland will be December 31, 2006 (from now until then, the “Transition Period”) and your retirement will be effective January 1, 2007 (“Retirement Date”).

2. During the Transition Period, you will continue to perform your current duties and responsibilities and assist with the transition of those duties and responsibilities to other employees designated by Temple-Inland. On January 1, 2006, your role as President shall cease and you shall assume the role of Senior Advisor and work on such projects as Temple-Inland shall determine.

3. During the Transition Period, you will continue to be paid your current biweekly base salary and you will continue to be eligible to participate in Temple-Inland’s benefit plans subject to the terms and conditions thereof, except as set forth herein.

4. You will not be eligible for awards under the Temple-Inland Stock Incentive Plan in 2006 and will not be eligible for any bonus or other incentive compensation program (whether cash, stock incentive awards, or otherwise) for service in 2006 (unless Temple-Inland agrees in writing in advance to pay you a mutually agreed upon amount in compensation for special assignments beyond those contemplated under this Agreement).

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5. You will continue to accrue service and earnings credit for retirement purposes under the Temple-Inland Retirement Plan and supplemental executive retirement plans as amended November 4, 2005 (“SERP”) until your Retirement Date. Your benefit under such plans shall be reduced to reflect your age and service at retirement. You will be eligible to enroll in the Temple-Inland Retiree Health and Welfare Plan effective upon your Retirement Date under the usual terms, conditions, and retiree cost set forth under such plan.

6. By its terms, your Change in Control Agreement will remain in place until your Retirement Date.

7. Nonqualified stock option awards previously granted to you will vest on your Retirement Date and you will continue to be able to exercise them under the terms of the Stock Incentive Plan Award Agreements for sixty (60) months following your retirement or until the expiration of the applicable options, whichever is earlier.

8. For purposes of your outstanding restricted shares awards and restricted stock units awards, you will be treated as though you took “Early Retirement with Full Benefits” and all of your restricted shares shall vest in full on January 1, 2007 provided you remain employed through the Transition Period.

9. For purposes of your outstanding performance stock units awards, you will be treated as though you took “Early Retirement with Full Benefits” and all of your Performance Stock Units shall vest on the normal Vesting Date for the applicable award if and to the extent that the Committee determines that the Company’s Performance Goals have been met (as such terms are defined in the applicable award agreements).

10. You understand and agree that any compensation considered to be “deferred compensation” under Section 409A of the Internal Revenue Code will be paid in accordance with the Company’s plans and your agreements or elections thereunder, but in no event shall any payment be made earlier than the earliest date allowed under such Code section and any pending or final guidance, notices, rulings, or regulations issued by the Internal Revenue Service or other applicable law with respect thereto. By way of example and not by way of limitation, any payment under a nonqualified pension plan or SERP may be required

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to be postponed until six months have elapsed from the date of your separation from service.

If this letter correctly sets forth your understanding with Temple-Inland, please sign below to indicate your agreement.

Sincerely,

/S/ Kenneth M. Jastrow, II

Kenneth M. Jastrow, II

Chairman and Chief Executive Officer

AGREED:

_/s/ M. Richard Warner__________ _

M. Richard Warner

_November 4, 2005__________________

Date

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EX-99

NEWS

RELEASE___________________________________________________

FOR IMMEDIATE RELEASE

CONTACT: Chris L. Nines

(512) 434-5587

TEMPLE-INLAND ANNOUNCES PLANNED RETIREMENT

OF RICHARD WARNER

AUSTIN, TEXAS, November 7, 2005 -- Temple-Inland Inc. announced today that M. Richard Warner, president, plans to retire from the Company at the end of 2006. Warner will remain as president for the balance of 2005 and will move to the role of senior advisor in 2006 working on transition issues, staff development activities, and strategic initiatives.

Warner joined Temple-Inland in 1983 and became president in 2003. Prior to being named president, he served in various capacities, including treasurer, vice chairman of Guaranty Bank, general counsel, chief administrative officer, and as a director of various Temple-Inland subsidiaries.

In making the announcement, Kenneth M. Jastrow, II, chairman and chief executive officer, stated, “Richard has been a valuable member of our Temple-Inland management team and instrumental in helping develop and execute key strategic initiatives. His service to Temple-Inland over the past 20 years has truly been outstanding. Richard will continue to assist us on key corporate initiatives until his retirement.”

Temple-Inland Inc. is a major manufacturer of corrugated packaging and forest products, with a diversified financial services operation. The Company’s 2.0 million acres of forestland are certified as managed in compliance with ISO 14001 and in accordance with the Sustainable Forestry Initiative^® (SFI) program of the American Forest & Paper Association to ensure forest management is conducted in a scientifically sound and environmentally sensitive manner. Temple-Inland's common stock (TIN) is traded on the New York Stock Exchange and the Pacific Exchange. Temple-Inland's address on the World Wide Web is www.templeinland.com.

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