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                                                                   EXHIBIT 10.18



                          GAYLORD CONTAINER CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                      AS AMENDED EFFECTIVE NOVEMBER 4, 1998


                                    ARTICLE 1

                                  Introduction

         1.1 The Plan and Its Effective Date. Gaylord Container Corporation
Supplemental Executive Retirement Plan (the "plan") has been established by
Gaylord Container Corporation, a Delaware corporation (the "company"), effective
June 1, 1995 (the "effective date") as amended from time to time.

         1.2 Purpose. The company maintains the Gaylord Container Retirement
Plan (the "retirement plan"), which is intended to meet the requirements of a
"qualified plan" under the Internal Revenue Code. The purpose of this plan is to
provide to a select group of management or highly compensated employees benefits
in addition to those provided under the retirement plan.

                                    ARTICLE 2

                           Participation and Benefits

         2.1 Eligibility. The persons designated by the Compensation Committee
of the Board of Directors (the "committee"), shall be participants in the plan.
The following persons have been designated as participants:

 Dale E. Stahl             President and Chief Operating Officer

 Daniel P. Casey           Executive Vice President and Chief Financial Officer

 Lawrence G. Rogna         Senior Vice President

 R. Bruce Grimm            Vice President, Primary Products Sales & Marketing

 Michael J. Keough         Vice President and General Manager, Container
                                  Operations

 Ray C. Dillon             Vice President, Primary Product Operations

 Jeffrey B. Park           Vice President, Corporate Controller


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         2.2 Normal Benefits. Subject to the provisions of section 2.3 of the
plan and the conditions and limitations of the plan, a participant shall be
entitled to receive under this plan an annual pension benefit in an amount equal
to the excess of (a) over (b) below:

                (a) the participant's "final average pay" multiplied by the
         "applicable percentage".

                (b) the benefit payable under the retirement plan plus the
         participant's annual primary Social Security benefit, as defined in the
         retirement plan.

         A participant's final average pay shall be the average of the
participant's base salary plus incentive awards, excluding awards under the
Shareholder Value Plan, for each of the four calendar years during the last 10
calendar years of the participant's employment for which such total base salary
plus incentive awards received by such participant was greatest.

         A participant's applicable percentage shall be determined in accordance
with the following table, based on the participant's age on the date of
termination of employment.


<TABLE>
<CAPTION>
                        Age                         % Final Average Pay
                        ---                         -------------------
<S>                                                 <C>
                        65                                  60%
                        64                                 57.5
                        63                                  55
                        62                                  50
                        61                                  45
                        60                                  40
                        55                                  35
</TABLE>


         2.3 Termination Prior to Age 55. A participant who retires or
terminates employment on or after age 55 with five years of service shall be
entitled to the normal age 55 benefit set forth in section 2.2. If a participant
terminates employment prior to age 55 with five years of service, his benefit
shall be his normal age 55 benefit multiplied by a fraction, the numerator of
which is his actual years of service and the denominator of which is the number
of years of service he would have if he terminated on the day he attains age 55.

         If a participant terminates employment before being credited with five
years of service, his benefit shall be further reduced in accordance with the
following schedule:


                 Years of Service                  % of Benefit Payable
                 ----------------                  --------------------
                         1                                  20%
                         2                                  40
                         3                                  60
                         4                                  80



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         2.4 Change in Control. Notwithstanding anything herein to the contrary,
in the event of a "change in control", each participant shall have the absolute
right to receive payment of his benefit in the form of an immediate lump sum
payment and the benefit payable to a participant who has not attained age 55
shall be the normal age 55 benefit without the reduction set forth in section
2.3. A "change in control" shall be deemed to have occurred if and when (a) any
person (as such term in defined in Section 3 (a) (9), 13 (d) and 14 (d) (2) of
the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly
or indirectly, of securities of the company representing 25% or more of the
combined voting power of the company's then outstanding securities, or (b)
during any period of 24 consecutive months, commencing before or after the date
of the "change in control", individuals who at the beginning of such 24 month
period were directors of the company cease for any reason to constitute at least
a majority of the Board of Directors of the company.

         2.5 Pre-retirement Death Benefit. If a participant dies before he has
begun to receive benefits under the plan, his spouse shall receive a lump sum
payment in the amount equal to 50% of the present actuarial value of the
participant's benefit payable as if he had retired or terminated employment on
the date of his death.

         2.6 Payment of Benefits. A participant's benefit under this plan shall
be paid to him, and in the event of his death prior to his receipt of all
benefits payable under the plan, to his beneficiary, in the normal or optional
form of payment elected by or otherwise applicable to participant under the
retirement plan; provided that a participant may elect at any time prior to
retirement to receive payment in a lump sum; provided, further, that such
election must be on file with the company prior to the first day of the year in
which the participant retires or otherwise terminates his employment and
provided, further, that such lump sum election shall be permitted only with the
consent of the committee in its sole discretion. In calculating the amount of a
lump sum or installment payments, actuarial equivalence shall be calculated
based on the actuarial assumptions as set forth in section 7.5 of the retirement
plan; provided, that if the lump sum payment as calculated in accordance with
section 7.5 of the retirement plan is in excess of $25,000, the amount payable
as a lump sum shall be recalculated using an interest rate equal to 120% of the
interest rate specified in the retirement plan; provided, further, that in no
event shall the value determined in such recalculation be less than $25,000.

         2.7 Funding. Benefits payable under this plan to a participant or his
beneficiary shall be paid directly by the company. The company shall not be
required to segregate on its books or otherwise any amount to be used for
payment of benefits under this plan.

         2.8 Termination for Serious Misconduct. In the event a participant is
terminated for serious misconduct, as defined below, no amount shall be payable
to such participant under the plan. "Serious Misconduct" means embezzlement or
misappropriation of corporate funds, other acts of dishonesty, commission of a
felony, willful refusal to perform or substantial disregard of the duties
imposed by his employment contract with Gaylord, significant violation of any
statutory or common law duty of loyalty to Gaylord, or repeated acts tending to
bring Gaylord into public disgrace or disrepute, including but not limited to,
alcohol, drug or other substance abuse.



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                                    ARTICLE 3

                               General Provisions

         3.1 Committee. This plan shall be administered by the committee
responsible for administration of the retirement plan. The committee shall have,
to the extent appropriate, the same powers, rights, duties and obligations with
respect to this plan as it has with respect to the retirement plan.

         3.2 Beneficiary. A participant's "beneficiary" under this plan means
any person who becomes entitled to benefits under the retirement plan because of
the participant's death; provided that, if a participant dies while his benefits
under this plan are payable to him in installments, his beneficiary under this
plan shall be either the person or persons designated by him by signing and
filing a beneficiary designation form in the time and manner prescribed by the
committee or if the beneficiary designated above dies before the date of the
participant's death, any one or more of the participant's estate and his
relatives by blood or marriage, in such proportions as the committee shall
determine.

         3.3 Employment Rights. Establishment of the plan shall not be construed
to give any participant the right to be retained in the company's service or to
any benefits not specifically provided by the plan.

         3.4 Interest Not Transferable. Except as to withholding of any tax
under the laws of the United States or any state, the interests of the
participants and their beneficiaries under the plan are not subject to the
claims of their creditors and may not be voluntarily or involuntarily
transferred, assigned, alienated or encumbered. No participant shall have any
right to any benefit payments hereunder prior to his termination of employment
with the company and all other Gaylord Companies, as defined in the retirement
plan.

         3.5 Payment with Respect to Incapacitated Participants or
Beneficiaries. If any person entitled to benefits under the plan is under a
legal disability or in the committee's opinion is incapacitated in any way so as
to be unable to manage his financial affairs, the committee may direct the
payment of such benefit to such person's legal representative or to a relative
or friend of such person for such person's benefit, or the committee may direct
the application of such benefits for the benefit of such person in any manner
which the committee may select that is consistent with the plan. Any payments
made in accordance with the foregoing provisions of this section shall be a full
and complete discharge of any liability for such payments.

         3.6 Limitation of Liability. To the extent permitted by law, no person
(including the company, its Board of Directors, the committee, any present or
former member of the company's Board of Directors or the committee, and any
present or former officer of the company) shall be personally liable for any act
done or omitted to be done in good faith in the administration of the plan.



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         3.7 Controlling Law. The laws of Illinois shall be controlling in all
matters relating to the plan.

         3.8 Gender and Number. Where the context admits, words in the masculine
gender shall include the feminine gender, the plural shall include the singular
and the singular shall include the plural.

         3.9 Action by the Company. Any action required of or permitted by the
company under the plan shall be by resolution of the committee.

         3.10 Successor to the Company. The term "company" as used in the plan
shall include any successor to the company by reason of merger, consolidation,
the purchase of all or substantially all of the company's assets or otherwise.

                                    ARTICLE 4

                            Amendment and Termination

         While the company expects to continue the plan, it must necessarily
reserve and hereby does reserve the right to amend the plan from time to time or
to terminate the plan at any time; provided that no amendment of the plan, nor
the termination of the plan may cause the reduction or cessation of any benefits
that were accrued as of the date of such amendment or termination and otherwise
would be payable under this plan, but for such amendment or termination.


         IN WITNESS WHEREOF, this plan has been executed on behalf of the
company by its duly authorized officers as of the day and year first above
written.


                                            GAYLORD CONTAINER CORPORATION


                                            By:  
                                                --------------------------------

                                                  Its: 
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ATTEST:

By:  
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   Its: 
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