NOTICE OF GUARANTEED DELIVERY
                                      FOR
                        TENDER OF SHARES OF COMMON STOCK
         (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
                                       OF
                         GAYLORD CONTAINER CORPORATION
                                       TO

                     TEMPLE-INLAND ACQUISITION CORPORATION
                      AN INDIRECT, WHOLLY-OWNED SUBSIDIARY
                                       OF

                               TEMPLE-INLAND INC.
                   (NOT TO BE USED FOR SIGNATURE GUARANTEES)

  THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT 12:00
   MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 7, 2002, UNLESS EXTENDED.

     This revised GOLD Notice of Guaranteed Delivery, or a form substantially
equivalent hereto, must be used to accept the Offer (as defined below) (i) if
certificates for Shares (as defined below) are not immediately available, (ii)
if the procedure for book-entry transfer cannot be completed on a timely basis,
or (iii) if time will not permit all required documents to reach Computershare
Trust Company of New York (the "Depositary") on or prior to the Expiration Date
(as defined in Section 1 of the Offer to Purchase and Section 1 of the
Supplement, each as defined below). This Notice of Guaranteed Delivery may be
delivered by hand, transmitted by facsimile transmission or mailed to the
Depositary. See Section 3 of the Offer to Purchase.

                        The Depositary for the Offer is:

                    COMPUTERSHARE TRUST COMPANY OF NEW YORK

                                                          
           By Mail:                 By Overnight Delivery:                 By Hand:
      Wall Street Station              Wall Street Plaza               Wall Street Plaza
         P.O. Box 1010            88 Pine Street, 19th Floor      88 Pine Street, 19th Floor
    New York, NY 10268-1010           New York, NY 10005              New York, NY 10005
                                  By Facsimile Transmission:
                                  (For Eligible Institutions
                                             Only)
                                        (212) 701-7636
                                Confirm Facsimile by Telephone:
                                        (212) 701-7624



     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN TO THE
FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY.

     THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN INSTRUCTION 1 TO THE
LETTER OF TRANSMITTAL) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER
OF TRANSMITTAL.

     The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in Section 3 of the Offer to Purchase) and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.


             THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

Ladies and Gentlemen:

     The undersigned hereby tenders to Temple-Inland Acquisition Corporation, a
Delaware corporation and an indirect, wholly-owned subsidiary of Temple-Inland
Inc., a Delaware corporation, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 28, 2001 (as amended and
supplemented, the "Offer to Purchase"), the Supplement thereto, dated December
3, 2001 (the "Supplement") and the related Letter of Transmittal (as amended and
supplemented, the "Letter of Transmittal" which, together with the Offer to
Purchase and the Supplement, collectively constitute the "Offer"), receipt of
which is hereby acknowledged, the number of shares of Class A Common Stock, par
value $.0001 per share (the "Common Stock"), of Gaylord Container Corporation, a
Delaware corporation, including the associated rights to purchase preferred
stock issued pursuant to the Rights Agreement (as defined in the Offer to
Purchase) (the "Rights" and, together with the Common Stock, the "Shares"), set
forth below, pursuant to the guaranteed delivery procedures set forth in Section
3 of the Offer to Purchase.

                                              
Number of Shares
Tendered: ---------------------------            SIGN HERE
Certificate No(s) (if available):                Name(s) of Record Holder(s):

---------------------------------------------    ---------------------------------------------

---------------------------------------------    ---------------------------------------------
                                                 (please type or print)
[ ] Check if Shares will be tendered by
  book-entry transfer                            Address(es):

Name of Tendering Institution:
                                                 ---------------------------------------------

---------------------------------------------
                                                 ---------------------------------------------
                                                 (Zip Code)
Account No.: ---------------------------

Dated:
---------------------------------------------    ---------------------------------------------

                                                 Area Code and Telephone No(s):
                                                 ---------------------------------------------
                                                 ---------------------------------------------
                                                 Signature(s)



                                        2


                                   GUARANTEE
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Program or the
Stock Exchange Medallion Program guarantees to deliver to the Depositary either
the certificates evidencing the Shares tendered hereby, in proper form for
transfer, or confirmation of book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company, in either case together
with the Letter of Transmittal (or a facsimile thereof) properly completed and
duly executed, with any required signature guarantees or an Agent's Message (as
defined in Section 3 of the Offer to Purchase) in the case of a book-entry
delivery, and any other required documents, all within three New York Stock
Exchange trading days after the date hereof. A "New York Stock Exchange trading
day" is a day on which the New York Stock Exchange is open for business.

                                           
Name of Firm: ---------------------------
                                              ------------------------------------------
                                              (Authorized Signature)
Address: ---------------------------          Title: ---------------------------

                                              Name: ---------------------------
------------------------------------------
Zip Code

                                              ------------------------------------------
                                              (Please type or print)

Area Code and Tel.
No.: ---------------------------              Date:
                                              ------------------------------------------



NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
      DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
      TRANSMITTAL.

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