[Logo of Salomon Smith Barney]

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

                               TEMPLE-INLAND INC.
                   HAS AMENDED ITS OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
         (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
                                       OF

                         GAYLORD CONTAINER CORPORATION
                             AT AN AMENDED PRICE OF
                              $1.25 NET PER SHARE

     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.

                                                                December 3, 2001

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

     We have been appointed by Temple-Inland Acquisition Corporation, a Delaware
corporation (the "Purchaser") and an indirect, wholly-owned subsidiary of
Temple-Inland Inc., a Delaware corporation ("Parent"), to act as Dealer Manager
in connection with the Purchaser's offer to purchase all outstanding shares of
Class A Common Stock, par value $.0001 per share (the "Common Stock"), of
Gaylord Container Corporation, a Delaware corporation (the "Company"), 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"), at a purchase price of $1.25 per Share, net to
the seller in cash, without interest thereon, 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 revised 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").

     Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, who cannot complete the procedures
for book-entry transfer on a timely basis, or who cannot deliver all other
required documents to Computershare Trust Company of New York (the "Depositary")
prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase
and Section 1 of the Supplement) must tender their Shares according to the
guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

     The Offer is conditioned upon, among other things, (1) there being validly
tendered in accordance with the terms of the Offer and not withdrawn prior to
the Expiration Date that number of Shares that, together with the Shares then
owned by Parent and the Purchaser, represents at least two-thirds of the
outstanding Shares, on a fully diluted basis (as defined in the Offer to
Purchase) and (2) the receipt by the Depositary of the valid and unwithdrawn
tender of the Company's 9 3/8% Senior Notes due 2007, 9 3/4% Senior Notes due
2007 and 9 7/8% Senior Subordinated Notes due 2008 (collectively, the "Notes")
(and related consents) representing at least 90% in aggregate principal amount
of the outstanding Notes of each series, pursuant to Parent's, or its
designee's, separate tender offers for such Notes. The Offer is subject to
certain other conditions set forth in the Offer to Purchase. Please read the
Introduction and Sections 1 and 15 of the Offer to Purchase, which set forth in
full the conditions to the Offer. The HSR Condition (as defined in the Offer to
Purchase) was satisfied as of October 15, 2001.

     Except as otherwise set forth in the Supplement, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all respects
to the Offer, and the Supplement should be read in conjunction with the Offer to
Purchase.


     Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.

     Enclosed for your information and for forwarding to your clients for whom
you hold Shares registered in your name or in the name of your nominee, are
copies of the following documents:

     1. Supplement, dated December 3, 2001, to the Offer to Purchase;

     2. Revised GREEN Letter of Transmittal for your use in accepting the Offer
and tendering Shares and for the information of your clients. Facsimile copies
of the original BLUE Letter of Transmittal or the revised GREEN Letter of
Transmittal may be used to tender Shares;

     3. Revised GOLD Notice of Guaranteed Delivery to be used to accept the
Offer if Share Certificates are not immediately available or if such
certificates and all other required documents cannot be delivered to the
Depositary, or if the procedures for book-entry transfer cannot be completed on
a timely basis;

     4. The letter to stockholders of the Company from Marvin A. Pomerantz,
Chairman of the Board and Chief Executive Officer of the Company, together with
Amendment No. 7 to the Solicitation/ Recommendation Statement on Schedule 14D-9
filed with the Securities and Exchange Commission by the Company, which includes
the recommendation of the Board of Directors of the Company that stockholders
accept the Offer and tender their Shares to the Purchaser pursuant to the Offer;

     5. A printed form of revised letter that may be sent to your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;

     6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and

     7. Return envelope addressed to the Depositary.

     TENDERING STOCKHOLDERS MAY USE EITHER THE ORIGINAL BLUE LETTER OF
TRANSMITTAL AND ORIGINAL GREY NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
DISTRIBUTED WITH THE OFFER TO PURCHASE OR THE REVISED GREEN LETTER OF
TRANSMITTAL AND THE REVISED GOLD NOTICE OF GUARANTEED DELIVERY ENCLOSED
HEREWITH.

     STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE
OFFER AND NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED SUCH SHARES
FOR PURPOSES OF THE OFFER, AS AMENDED, AND NEED NOT TAKE ANY FURTHER ACTION IN
ORDER TO RECEIVE THE OFFER PRICE OF $1.25 PER SHARE PURSUANT TO THE OFFER, IF
SHARES ARE ACCEPTED AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER.

     The Company's Board of Directors, based upon the recommendation of its
Independent Special Committee, among other factors, has unanimously (1)
determined that the terms of the Offer and the Merger (as defined below) are
fair to, and in the best interests of, the stockholders of the Company, (2)
approved the Offer, the Merger and the Merger Agreement (as defined below), and
(3) recommended that the Company's stockholders accept the Offer, tender their
Shares pursuant to the Offer and approve and adopt the Merger Agreement and the
Merger.

     The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of September 27, 2001 (as amended by Amendment No. 1 thereto, dated as of
November 30, 2001, the "Merger Agreement"), among Parent, the Purchaser and the
Company. The Merger Agreement provides, among other things, that the Purchaser
will be merged with and into the Company (the "Merger") as soon as practicable
following the satisfaction or waiver of each of the conditions to the Merger set
forth in the Merger Agreement. Following the Merger, the Company will continue
as the surviving corporation, indirectly wholly-owned by Parent, and the
separate corporate existence of the Purchaser will cease.

     In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees, or an
Agent's Message (as defined in Section 3 of the Offer to Purchase) in connection
with a book-entry delivery of Shares, and other required documents should be
sent to the Depositary and (ii) Share Certificates representing the tendered
Shares should be

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delivered to the Depositary, or such Shares should be tendered by book-entry
transfer into the Depositary's account maintained at The Depository Trust
Company, all in accordance with the instructions set forth in the Letter of
Transmittal, the Supplement and the Offer to Purchase.

     If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or other required documents prior to the
Expiration Date or to comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
specified in Section 3 of the Offer to Purchase.

     The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Depositary, the Information Agent and the Dealer
Manager as described in the Offer to Purchase) for soliciting tenders of Shares
pursuant to the Offer. The Purchaser will, however, upon request, reimburse you
for customary mailing and handling costs incurred by you in forwarding the
enclosed materials to your customers.

     The Purchaser will pay or cause to be paid all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.

     WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JANUARY 7, 2002, UNLESS THE OFFER IS EXTENDED.

     Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Offer to Purchase.

                                          Very truly yours,

                                          SALOMON SMITH BARNEY INC.

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE COMPANY, THE
DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF
THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

Enclosures

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