[Logo of Salomon Smith Barney]

                           OFFER TO PURCHASE FOR CASH
                     ALL OUTSTANDING SHARES OF COMMON STOCK
         (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
                                       OF

                         GAYLORD CONTAINER CORPORATION
                                       BY

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

                               TEMPLE-INLAND INC.

  THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
             TIME, ON TUESDAY, FEBRUARY 19, 2002, UNLESS EXTENDED.

                                                                January 22, 2002

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 (the "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 $1.17 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 January 22,
2002 (the "Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") enclosed herewith.

     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)
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 the 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), (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 the Parent's, or its designee's,
separate tender offers for such Notes, and (3) the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
regulations thereunder having expired or been terminated and any applicable
waiting period under any applicable foreign antitrust or competition laws having
expired or been terminated. 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.


     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 use are copies of the following
documents:

          1. Offer to Purchase, dated January 22, 2002;

          2. Letter of Transmittal for your use in accepting the Offer and
     tendering Shares and for the information of your clients (manually signed
     facsimile copies of the Letter of Transmittal may be used to tender
     Shares);

          3. 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 a 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 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.

     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 and adopted the Merger Agreement (as defined below), the Offer and the
Merger, and (3) recommended that the Company's stockholders accept the Offer,
tender their Shares pursuant to the Offer and, if necessary, 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 January 21, 2002 (the "Merger Agreement"), among the 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 the
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 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 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.

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     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 TUESDAY, FEBRUARY 19, 2002, UNLESS 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 THE 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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