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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                             STOCK OPTION AGREEMENT

                THIS STOCK OPTION AGREEMENT (this "Agreement"), dated as of
January 21, 2002, is by and between Temple-Inland Inc., a Delaware corporation
("Parent"), and Gaylord Container Corporation, a Delaware corporation (the
"Company").

                                 W I T N E S S E T H

                WHEREAS, Parent, Temple-Inland Acquisition Corporation, a
Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger
Subsidiary"), and the Company, concurrently with the execution and delivery of
this Agreement, will enter into an Agreement and Plan of Merger, dated as of the
date hereof (the "Merger Agreement"), providing for, among other things, the
acquisition of the Company by Parent by means of a cash tender offer for all of
the outstanding shares of Company Common Stock (as defined in Section 1.1) and
for the subsequent merger of Merger Subsidiary with and into the Company (the
"Merger") upon the terms and subject to the conditions set forth in the Merger
Agreement; and

                WHEREAS, as a condition to the willingness of Parent and Merger
Subsidiary to enter into the Merger Agreement, Parent and Merger Subsidiary have
required that the Company agree, and in order to induce Parent and Merger
Subsidiary to enter into the Merger Agreement the Company has agreed, to grant
Parent the Option (as hereinafter defined) upon the terms and subject to the
conditions of this Agreement.

                NOW THEREFORE, in consideration of the execution and delivery by
Parent and Merger Subsidiary of the Merger Agreement and the foregoing and the
mutual representations, warranties, covenants and agreements contained herein,
and intending to be legally bound hereby, Parent and the Company hereby agree as
follows:


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                                    ARTICLE I

                                   THE OPTION

                          Section 1.1 Grant of Option. The Company hereby grants
          to Parent an irrevocable option (the "Option") to purchase up to such
          number of newly-issued shares (the "Shares") of Class A Common Stock,
          par value $.0001 per share, of the Company (the "Company Common
          Stock") as is equal to 19.9% of the Shares outstanding on the date of
          exercise of the Option at a purchase price per share of $1.17 (the
          "Exercise Price"), in the manner set forth in Sections 1.2 and 1.3 of
          this Agreement. The number of Shares that may be received upon the
          exercise of the Option and the Exercise Price are subject to
          adjustment as herein set forth. This Agreement shall terminate, and
          the Option hereby granted shall expire, on the earliest of (i) the
          Effective Time (as defined in the Merger Agreement) and (ii) the
          termination of the Merger Agreement.

                           Section 1.2 Exercise Of Option. At any time or from
          time to time prior to the termination of the Option in accordance with
          the terms of this Agreement, Parent (or its designee) may exercise the
          Option, in whole or in part, if on or after the date hereof, Merger
          Subsidiary accepts for payment pursuant to the Offer (as defined in
          the Merger Agreement) shares of Company Common Stock constituting more
          than 66 2/3% but less than 90% of the shares of Company Common Stock
          then outstanding on a fully diluted basis and the exercise of the
          Option would result in Merger Subsidiary and its affiliates holding
          shares of Company Common Stock representing 90% or more of the shares
          of Company Common Stock then outstanding on a fully diluted basis.

                           In the event that Parent wishes to exercise all or
          any part of the Option, Parent shall give written notice (the "Option
          Notice," with the date of the Option Notice being hereinafter called
          the "Notice Date") to the Company, specifying the number of Shares it
          will purchase and a place and date (not earlier than three nor later
          than 20 business days from the Notice Date) for closing such purchase
          (a "Closing"). Parent's obligation to purchase Shares, and the
          Company's obligation to issue Shares, upon any exercise of the option
          is subject (at its election) to the conditions that (i) no preliminary
          or permanent injunction or other order against the purchase, issuance
          or delivery of the Shares issued by any Federal, state or foreign
          court of competent jurisdiction shall be in effect (and no action or
          proceeding shall have been commenced or threatened for purposes of
          obtaining such an injunction or order) and (ii) any applicable waiting
          period under the HSR Act (as defined in the Merger Agreement) and any
          foreign antitrust or

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          competition laws and regulations shall have expired and (iii) there
          shall have been no material breach of the representations, warranties,
          covenants or agreements of the other party contained in this Agreement
          or the Merger Agreement; provided, however, that any failure by Parent
          to purchase Shares, or any failure by the Company to issue Shares,
          upon exercise of the Option at any Closing as a result of the
          nonsatisfaction of any of such conditions shall not affect or
          prejudice Parent's right to purchase such Shares upon the subsequent
          satisfaction of such conditions.

                           Section 1.3 Purchase of Shares. At any Closing, (i)
          the Company will deliver to Parent the certificate or certificates
          representing the number of Shares being purchased in proper form for
          transfer upon exercise of the Option in the denominations designated
          by Parent in the Option Notice, and, if the Option has been exercised
          in part, a new Option evidencing the rights of Parent to purchase the
          balance of the Shares subject thereto, and (ii) Parent shall pay the
          aggregate purchase price for the Shares to be purchased by wire
          transfer to a bank account designated in writing by the Company in an
          amount equal to the Exercise Price times the number of shares to be
          purchased.

                           Section 1.4 Adjustments Upon Share Issuances, Changes
          in Capitalization, etc. (a) In the event of any change in Company
          Common Stock or in the number of outstanding shares of Company Common
          Stock by reason of a stock dividend, split-up, recapitalization,
          combination, exchange of shares or similar transaction or any other
          change in the corporate or capital structure of the Company
          (including, without limitation, the declaration or payment of a
          dividend of cash, securities or other property), the type and number
          of the Shares to be issued by the Company upon exercise of the Option
          shall be adjusted appropriately, and proper provision shall be made in
          the agreements governing such transaction, so that Parent shall
          receive upon exercise of the Option the number and class of shares or
          other securities or property that Parent would have received with
          respect to the Company Common Stock if the Option had been exercised
          immediately prior to such event or the record date therefor, as
          applicable, and such Company Common Stock had elected to the fullest
          extent it would have been permitted to elect, to receive such
          securities, cash or other property.

                           (b) In the event that the Company shall enter into an
          agreement (i) to consolidate with or merge into any person, other than
          Parent or one of its subsidiaries, and shall not be the continuing or
          surviving corporation of such consolidation or merger, (ii) to permit
          any person, other than Parent or one of its subsidiaries, to merge
          into the Company and the Company shall be the continuing or surviving
          corporation, but, in

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          connection with such merger, the then outstanding shares of Company
          Common Stock shall be changed into or exchanged for stock or other
          securities of the Company or any other person or cash or any other
          property, or the then outstanding shares of Company Common Stock shall
          after such merger represent less than 50% of the outstanding shares
          and share equivalents of the surviving corporation or (iii) to sell or
          otherwise transfer all or substantially all of its assets to any
          person, other than Parent or one of its subsidiaries, then, and in
          each such case, proper provision shall be made in the agreements
          governing such transaction so that Parent shall receive upon exercise
          of the Option the number and class of shares or other securities or
          property that Parent would have received with respect to Company
          Common Stock if the Option had been exercised immediately prior to
          such transaction or the record date therefor, as applicable, and such
          Company Common Stock had elected to the fullest extent it would have
          been permitted to elect, to receive such securities, cash or other
          property.

                          (c) The rights of Parent under this Section 1.4 shall
          be in addition to, and shall in no way limit, its rights against the
          Company for any breach of the Merger Agreement.

                          (d) The provisions of this Agreement shall apply with
          appropriate adjustments to any securities for which the Option becomes
          exercisable pursuant to this Section 1.4.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                           The Company hereby represents and warrants to Parent
          as follows:

                          Section 2.1 Authority Relative to this Agreement. The
          Company is a corporation duly organized, validly existing and in good
          standing under the laws of the State of Delaware. The Company has all
          requisite power and authority to execute and deliver this Agreement,
          to perform its obligations hereunder and to consummate the
          transactions contemplated hereby. The execution and delivery of this
          Agreement by the Company and the consummation by the Company of the
          transactions contemplated hereby have been duly and validly authorized
          by the Board of Directors of the Company, and no other corporate
          proceeding on the part of the Company is necessary to authorize this
          Agreement or for the Company to consummate such transactions. This
          Agreement has been duly and validly executed and delivered by the
          Company and,

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          assuming this Agreement constitutes the legal, valid and binding
          obligation of Parent, constitutes a legal, valid and binding
          obligation of the Company, enforceable against the Company in
          accordance with its terms, subject to bankruptcy, insolvency,
          reorganization, moratorium and similar laws, now or hereafter in
          effect, relating to or affecting creditors' rights and remedies and to
          general principles of equity.

                           Section 2.2 No Conflict; Required Filings and
          Consents. The execution and delivery of this Agreement by the Company
          do not, and the consummation of the transactions contemplated by and
          compliance with the provisions of this Agreement will not, (i)
          conflict with or violate the Certificate of Incorporation or By-laws
          of the Company, in each case as amended to the date of this Agreement,
          (ii) conflict with or violate any judgment, order, decree, statute,
          law, ordinance, rule or regulation applicable to the Company or by
          which the Company is bound or affected, (iii) result in any breach of
          or constitute a default (or an event that with notice or lapse of time
          or both would become a default) under, or give to others any rights of
          termination, amendment, acceleration or cancellation of, or result in
          the creation of a lien or encumbrance of any kind on any of the Shares
          pursuant to, any agreement, contract, indenture, notice or instrument
          to which the Company is a party or by which the Company is bound or
          affected, or (iv) except for applicable requirements, if any, of the
          HSR Act, the Exchange Act and the Securities Act of 1933, as amended
          (the "Securities Act"), require any filing by the Company with, or any
          permit, authorization, consent or approval of, any governmental or
          regulatory authority, domestic or foreign.

                           Section 2.3 Option Shares. The Company has taken all
          necessary corporate action to authorize and reserve for issuance such
          number of Shares as may be issuable upon exercise of the Option, and
          the Shares, when issued and delivered by the Company to Parent upon
          exercise of the Option, will be duly authorized, validly issued, fully
          paid and nonassessable shares of Company Common Stock, and will be
          free and clear of any preemptive rights, security interests, liens,
          claims, pledges, charges or encumbrances of any kind.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF PARENT

                           Parent hereby represents and warrants to the Company
          as follows:

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                           Section 3.1 Authority Relative to this Agreement.
          Parent is a corporation duly organized, validly existing and in good
          standing under the laws of the State of Delaware. Parent has all
          requisite power and authority to execute and deliver this Agreement,
          to perform its obligations hereunder and to consummate the
          transactions contemplated hereby. The execution and delivery of this
          Agreement by Parent and the consummation by Parent of the transactions
          contemplated hereby have been duly authorized by the Board of
          Directors of Parent, and no other corporate proceeding on the part of
          Parent is necessary to authorize this Agreement or for Parent to
          consummate such transactions. This Agreement has been duly executed
          and delivered by Parent and, assuming this Agreement constitutes the
          legal, valid and binding obligation of the Company, constitutes a
          legal, valid and binding obligation of Parent, enforceable against
          Parent in accordance with its terms, subject to bankruptcy,
          insolvency, reorganization, moratorium and similar laws, now or
          hereafter in effect, relating to or affecting creditors' rights and
          remedies and to general principles of equity.

                           Section 3.2 No Conflict, Required Filing and
          Consents. The execution and delivery of this Agreement by Parent do
          not, and the consummation of the transactions contemplated by and
          compliance with the provisions of this Agreement will not, (i)
          conflict with or violate the Certificate of Incorporation or By-laws
          of Parent, in each case as amended to the date of this Agreement, (ii)
          conflict with or violate any judgment, order, decree, statute, law,
          ordinance, rule or regulation applicable to Parent or by which Parent
          is bound or affected, (iii) result in any breach of or constitute a
          default (or an event that with notice or lapse of time or both would
          become a default) under, or give to others any rights of termination,
          amendment, acceleration or cancellation of, any agreement, contract,
          indenture, note or instrument to which Parent is a party or by which
          it is bound or affected or (iv) except for applicable requirements, if
          any, of the HSR Act, the Exchange Act, and the Securities Act, require
          any filing by Parent with, or any permit, authorization, consent or
          approval of, any governmental or regulatory authority, domestic or
          foreign, except in the case of each of the foregoing clauses (i)
          through (iv) for any such conflicts, violations, breaches, defaults,
          failures to file or obtain the consent or approval of, or other
          occurrences that would not cause or create a material risk of
          non-performance or delayed performance by Parent of its obligations
          under this Agreement.

                           Section 3.3 Investment Intent. The purchase of Shares
          pursuant to this Agreement is for the account of Parent for the
          purpose of investment and not with a view to or for sale in connection
          with any distribution thereof within the meaning of the Securities Act
          and the rules and regulations promulgated thereunder.

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                                   ARTICLE IV

                              ADDITIONAL AGREEMENTS

                           Section 4.1 Transfer of Shares; Restrictive Legend.
          Parent agrees to the placement on the certificate(s) representing the
          Shares of the following legend:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
          NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
          ANY STATE SECURITIES LAWS AND MAY BE REOFFERED OR SOLD ONLY IF SO
          REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

          It is understood and agreed that the reference to restrictions arising
          under the Securities Act in the above legend will be removed by
          delivery of substitute certificate(s) without such reference if such
          Shares have been sold in compliance with the registration and
          prospectus delivery requirements of the Securities Act or Parent has
          delivered to the Company a copy of a letter from the staff of the
          Securities and Exchange Commission, or an opinion of counsel in form
          and substance reasonably satisfactory to the Company and its counsel,
          to the effect that such legend is not required for purposes of the
          Securities Act.

                           Section 4.2 Reasonable Best Efforts. Subject to the
          terms and conditions of this Agreement, Parent and the Company shall
          each use its reasonable best efforts to take, or cause to be taken,
          all actions, and to do, or cause to be done, all things necessary,
          proper or advisable under applicable laws and regulations to
          consummate and make effective the transactions contemplated by this
          Agreement. Each party shall promptly consult with the other and
          provide any necessary information and material with respect to all
          filings made by such party with any governmental or regulatory
          authority in connection with this Agreement or the transactions
          contemplated hereby.

                           Section 4.3 Further Assurances. The Company shall
          perform such further acts and execute such further documents and
          instruments as may reasonably be required to vest in Parent the power
          to carry out the provisions of this Agreement. If Parent shall
          exercise the Option, or any portion thereof, in accordance with the
          terms of this Agreement, the Company shall, without additional
          consideration, execute and deliver all such further documents and
          instruments and take all such further action as Parent may reasonably
          request for the purpose of effectively carrying out the transactions

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          contemplated by this Agreement.

                           Section 4.4 Survival. All of the representations,
          warranties and covenants contained herein shall survive a Closing and
          shall be deemed to have been made as of the date hereof and as of the
          date of each Closing.

                                    ARTICLE V

                                  MISCELLANEOUS

                           Section 5.1 Amendment. This Agreement may not be
          amended except by an instrument in writing signed by the parties
          hereto and specifically referencing this Agreement.

                           Section 5.2 Notices. All notices, requests and other
          communications under this Agreement shall be in writing and shall be
          deemed given if delivered personally or sent by overnight courier
          (providing proof of delivery) or by telecopy (with copies by overnight
          courier) to the parties at the following addresses (or at such other
          address for a party as shall be specified by like notice):

                 (a)        if to Parent, to

                            Temple-Inland Inc.
                            303 South Temple Drive
                            Diboll, TX 75941
                            Attention: M. Richard Warner, Esq.
                            Fax:  936-829-3333

                            with a copy to (which shall not constitute notice):

                            Skadden, Arps, Slate, Meagher & Flom LLP
                            1440 New York Avenue, N.W.
                            Washington, DC  20005
                            Attention:  Stephen W. Hamilton, Esq.
                            Fax:  202-393-5760

                 (b)        if to the Company, to

                            Gaylord Container Corporation

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                            500 Lake Cook Road, Suite 400
                            Deerfield, IL 60015
                            Attention: Daniel P. Casey
                            Fax:  847-405-5628

                            with a copy to (which shall not constitute notice):

                            Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, IL  60601
                            Attention:  William S. Kirsch, P.C.
                                        John A. Schoenfeld
                            Fax:  312-861-2200

                           Section 5.3 Counterparts. This Agreement may be
          executed in one or more counterparts, all of which shall be considered
          one and the same agreement and shall become effective when one or more
          counterparts have been signed by each of the parties and delivered to
          the other parties.

                           Section 5.4 Entire Agreement; No Third-Party
          Beneficiaries. This Agreement and the Merger Agreement (including the
          documents and the instruments referred to herein and therein): (a)
          constitute the entire agreement and supersede all prior agreements and
          understandings, both written and oral, among the parties with respect
          to the subject matter hereof, and (b) are not intended to confer upon
          any person other than the parties hereto any rights or remedies
          hereunder.

                           Section 5.5 Governing Law. This Agreement shall be
          governed by and construed in accordance with the laws of the State of
          Delaware without giving effect to the principles of conflicts of law
          thereof.

                           Section 5.6 Assignment. Neither this Agreement nor
          any of the rights, interests or obligations under this Agreement shall
          be assigned, in whole or in part, by operation of law or otherwise by
          any of the parties without the prior written consent of the other
          parties; any instrument purporting to make such assignment shall be
          void. Notwithstanding the foregoing, the rights and obligations of
          Parent hereunder may, upon written notice to the Company prior to or
          promptly following such action, be assigned by Parent to any of its
          corporate affiliates so long as such party remains an affiliate of

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          Parent, but no such transfer shall relieve Parent of its obligations
          hereunder if such transferee does not perform such obligations.
          Subject to the first sentence of this Section 5.6, this Agreement will
          be binding upon, inure to the benefit of, and be enforceable by, the
          parties and their respective successors and assigns.

                           Section 5.7 Enforcement. The parties agree that
          irreparable damage would occur in the event that any of the provisions
          of this Agreement were not performed in accordance with their specific
          terms or were otherwise breached. It is accordingly agreed that the
          parties shall be entitled to an injunction or injunctions to prevent
          breaches of this Agreement and to enforce specifically the terms and
          provisions of this Agreement in any court of the United States located
          in the State of Delaware or in Delaware state court, this being in
          addition to any other remedy to which they are entitled at law or in
          equity. In addition, each of the parties hereto (a) consents to submit
          itself to the personal jurisdiction of any Federal court located in
          the State of Delaware or any Delaware state court in the event any
          dispute arises out of this Agreement or any of the transactions
          contemplated by this Agreement, (b) agrees that it will not attempt to
          deny or defeat such personal jurisdiction by motion or other request
          for leave from any such court and (c) agrees that it will not bring
          any action relating to this Agreement or any of the transactions
          contemplated by this Agreement in any court other than a Federal or
          state court sitting in the State of Delaware.

                           Section 5.8 Severability. Any term or provision of
          this Agreement that is held by a court of competent jurisdiction or
          other authority to be invalid, void or unenforceable in any situation
          in any jurisdiction shall not affect the validity or enforceability of
          the remaining terms and provisions hereof or the validity or
          enforceability of the offending term or provision in any other
          situation or in any other jurisdiction. If the final judgment of a
          court of competent jurisdiction or other authority declares that any
          term or provision hereof is invalid, void or unenforceable, the
          parties agree that the court making such determination shall have the
          power to reduce the scope, duration, area or applicability of the term
          or provision, to delete specific words or phrases, or to replace any
          invalid, void or unenforceable term or provision with a term or
          provision that is valid and enforceable and that comes closest to
          expressing the intention of the invalid or unenforceable term or
          provision.

                            [Signature pages follow]

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                    IN WITNESS WHEREOF, each of Parent and the Company have
    caused this Agreement to be executed on its behalf by its officers thereunto
    duly authorized, all as of the date first above written.

                                            TEMPLE-INLAND INC.

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

                                            GAYLORD CONTAINER CORPORATION

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

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