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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


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


                                  FORM 8-K

                               CURRENT REPORT
                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

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


                       Date of Report: April 25, 2002
                     (Date of earliest event reported)


                             TEMPLE-INLAND INC.
           (Exact Name of Registrant as Specified in its Charter)


           Delaware                001-08634                  75-1903917
 (State or Other Jurisdiction     (Commission                (IRS Employer
       of Incorporation)          File Number)             Identification No.)


              1300 South MoPac Expressway, Austin, Texas 78746
                  (Address of Principal Executive Offices)


                               (512) 434-5800
            (Registrant's telephone number, including area code)


                               Not Applicable
       (Former Name or Former Address, if Changed Since Last Report)

==============================================================================




Item 5.     Other Events.

            On April 25, 2001, Temple-Inland Inc. (the "Company") entered
into an Underwriting Agreement with Salomon Smith Barney Inc. and UBS Warburg
LLC, as representatives of the several underwriters named therein, relating
to the offering and sale by the Company of 6,000,000 Upper DECS(sm) (the
"Upper DECS"). Each Upper DECS consists of (i) a forward purchase contract
under which the holder agrees to purchase from the Company and the Company
agrees to sell shares of its common stock, par value $1.00 per share ("Common
Stock"), on May 17, 2005 and (ii) a senior note due May 17, 2007 of the
Company.

            On April 25, 2001, the Company entered into an Underwriting
Agreement with Salomon Smith Barney Inc. and UBS Warburg LLC, as
representatives of the several underwriters named therein, relating to the
offering and sale by the Company of 3,600,000 shares of the Company's
Common Stock.

            On April 25, 2002, the Company filed a Prospectus Supplement,
dated April 25, 2002, to the Prospectus dated March 26, 2002 (the
"Prospectus"), included as part of the Registration Statement on Form S-3
of the Company, Temple-Inland Trust I and Temple-Inland Trust II (File Nos.
333-84120, 333-84120-01 and 333-84120-02) (the "Registration Statement"),
relating to the offering and sale by the Company of 6,000,000 of the
Company's Upper DECS. At the same time, the Company filed a Prospectus
Supplement, dated April 25, 2002, to the Prospectus, relating to the
offering and sale by the Company of 3,600,000 shares of the Company's
Common Stock.

            In connection with both offerings, the Company is filing
certain exhibits as part of this Form 8-K. See "Item 7. Exhibits." A copy
of certain agreements, opinions and documents related to the offering are
attached hereto as exhibits and are incorporated by reference in their
entirety into the Registration Statement.

Item 7.  Exhibits.

         (c)      Exhibits.

1.1               Underwriting Agreement, dated April 25, 2002, among the
                  Company and Salomon Smith Barney and UBS Warburg LLC, as
                  representatives of the several underwriters named therein,
                  in connection with the offer and sale of 3,600,000 shares of
                  common stock, $1.00 par value per share (the "Common Stock"),
                  of the Company.

1.2               Underwriting Agreement, dated April 25, 2002, among the
                  Company and Salomon Smith Barney and UBS Warburg LLC, as
                  representatives of the several underwriters, in connection
                  with the offer and sale of 6,000,000 Upper DECS (the "Upper
                  DECS") of the Company.

5.1               Opinion of M. Richard Warner regarding the legality of the
                  Common Stock.

5.2               Opinion of M. Richard Warner regarding the legality of the
                  Upper DECS.

8                 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
                  regarding certain tax matters related to the Upper DECS.

12                Computation of Ratio of Earnings to Fixed Charges.


                                   SIGNATURE

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                          TEMPLE-INLAND INC.


Date: April 30, 2001                      By:  /s/ M. Richard Warner
                                              ------------------------------
                                               Name:  M. Richard Warner
                                               Title: Vice President
                                                      and General Counsel




                                 EXHIBIT INDEX

Exhibit           Description

1.1               Underwriting Agreement, dated April 25, 2002, among the
                  Company and Salomon Smith Barney and UBS Warburg LLC, as
                  representatives of the several underwriters named therein,
                  in connection with the offer and sale of 3,600,000 shares of
                  common stock, $1.00 par value per share (the "Common Stock"),
                  of the Company.

1.2               Underwriting Agreement, dated April 25, 2002, among the
                  Company and Salomon Smith Barney and UBS Warburg LLC, as
                  representatives of the several underwriters, in connection
                  with the offer and sale of 6,000,000 Upper DECS (the "Upper
                  DECS") of the Company.

5.1               Opinion of M. Richard Warner regarding the legality of the
                  Common Stock.

5.2               Opinion of M. Richard Warner regarding the legality of the
                  Upper DECS.

8                 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
                  regarding certain tax matters related to the Upper DECS.

12                Computation of Ratio of Earnings to Fixed Charges.





                                                                  Exhibit 1.1

                                                             EXECUTION COPY



                             Temple-Inland Inc.

                             3,600,000 Shares*
                                Common Stock
                             ($1.00 par value)

                           Underwriting Agreement

                                                         New York, New York
                                                             April 25, 2002


Salomon Smith Barney Inc.
UBS Warburg LLC,
As Representatives of the several Underwriters,

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013


Ladies and Gentlemen:

                  Temple-Inland Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), proposes to sell to the
several underwriters named in Schedule I hereto (the "Underwriters"), for
whom you (the "Representatives") are acting as representatives, 3,600,000
shares of Common Stock, $1.00 par value (the "Common Stock") of the Company
(said shares to be issued and sold by the Company being hereinafter called
the "Underwritten Shares"). The Company also proposes to grant to the
Underwriters an option to purchase up to 540,000 additional shares of
Common Stock to cover over-allotments (the "Option Shares"; the Option
Shares, together with the Underwritten Shares, being hereinafter called the
"Shares").

--------

*    Plus an option to purchase from Temple-Inland Inc. up to 540,000
     additional shares to cover over-allotments.



                  To the extent there are no additional Underwriters listed
on Schedule I other than you, the term Representatives as used herein shall
mean you, as Underwriters, and the terms Representatives and Underwriters
shall mean either the singular or plural as the context requires. Any
reference herein to the Registration Statement, a Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 that were
filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of such Preliminary Prospectus or
the Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement, or the issue date
of any Preliminary Prospectus or the Prospectus, as the case may be, deemed
to be incorporated therein by reference. Certain terms used herein are
defined in Section 17 hereof.

                  1. Representations and Warranties. The Company represents
and warrants to, and agrees with, each Underwriter as set forth below in
this Section 1.

                  (a) The Company meets the requirements for use of Form
         S-3 under the Act and has prepared and filed with the Commission a
         registration statement (file number 333-84120) on Form S-3,
         including the related Base Prospectus, for registration under the
         Act of the offering and sale of the Shares. The Company may have
         filed one or more amendments thereto, including the related Base
         Prospectus, each of which has previously been furnished to you.
         The Company will next file with the Commission the Prospectus in
         accordance with Rules 430A and 424(b). The Company has included in
         such registration statement, as amended at the Effective Date, all
         information (other than Rule 430A Information) required by the Act
         and the rules thereunder to be included in such registration
         statement and the Prospectus. As filed, the Prospectus shall
         contain all Rule 430A Information, together with all other such
         required information, and, except to the extent the
         Representatives shall agree in writing to a modification, shall be
         in all substantive respects in the form furnished to you prior to
         the Execution Time or, to the extent not completed at the
         Execution Time, shall contain only such specific additional
         information and other changes (beyond that contained in the latest
         Preliminary Prospectus) as the Company has advised you, prior to
         the Execution Time, will be included or made therein.

                  (b) On the Effective Date, the Registration Statement
         did, and when the Prospectus is first filed (if required) in
         accordance with Rule 424(b) and on the Closing Date (as defined
         herein) and on any date on which Option Shares are purchased, if
         such date is not the Closing Date (a "settlement date"), the
         Prospectus (and any supplement thereto) will, comply in all
         material respects with the applicable requirements of the Act and
         the Exchange Act and the respective rules thereunder; on the
         Effective Date and at the Execution Time, the Registration
         Statement did not or will not contain any untrue statement of a
         material fact or omit to state any material fact required to be
         stated therein or necessary in order to make the statements
         therein not misleading; and, on the date of any filing pursuant to
         Rule 424(b) and on the Closing Date and any settlement date, the
         Prospectus (together with any supplement thereto) will not include
         any untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading; provided, however, that the Company makes no
         representations or warranties as to the information contained in
         or omitted from the Registration Statement or the Prospectus (or
         any supplement thereto) in reliance upon and in conformity with
         information furnished in writing to the Company by or on behalf of
         any Underwriter through the Representatives specifically for
         inclusion in the Registration Statement or the Prospectus (or any
         supplement thereto).

                  (c) Each of the Company and the subsidiaries listed on
         Schedule II attached hereto (each a "Significant Subsidiary" and,
         together, the "Significant Subsidiaries") has been duly
         incorporated and is validly existing as a corporation in good
         standing under the laws of the jurisdiction in which it is
         chartered or organized with full corporate power and authority to
         own or lease, as the case may be, and to operate its properties
         and conduct its business as described in the Prospectus, and is
         duly qualified to do business as a foreign corporation and is in
         good standing under the laws of each jurisdiction which requires
         such qualification, except where the failure to so qualify or be
         in good standing could not be reasonably expected to have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business (a "Material
         Adverse Effect").

                  (d) All the outstanding shares of capital stock of each
         Significant Subsidiary have been duly and validly authorized and
         issued and are fully paid and nonassessable, and, except as
         otherwise set forth in the Prospectus, all outstanding shares of
         capital stock of the Significant Subsidiaries are owned by the
         Company either directly or through wholly owned subsidiaries free
         and clear of any perfected security interest or any other security
         interests, claims, liens or encumbrances, except for such security
         interests, claims, liens or encumbrances as contemplated by the
         Credit Agreement, dated as of March 1, 2002, as amended (the
         "March 2002 Credit Agreement"), among the Company, Citibank, N.A.,
         as administrative agent and as collateral agent.

                  (e) The Company's authorized equity capitalization is as
         set forth in the Prospectus; the capital stock of the Company
         conforms in all material respects to the description thereof
         contained in the Prospectus; the outstanding shares of Common
         Stock have been duly and validly authorized and issued and are
         fully paid and nonassessable; the Shares have been duly and
         validly authorized, and, when issued and delivered to and paid for
         by the Underwriters pursuant to this Agreement, will be fully paid
         and nonassessable; the certificates for the Shares are in valid
         and sufficient form; and, except as set forth in the Prospectus
         (exclusive of any supplement thereto), the holders of outstanding
         shares of capital stock of the Company are not entitled to
         preemptive or other rights to subscribe for the Shares; and,
         except as set forth in the Prospectus, no options, warrants or
         other rights to purchase, agreements or other obligations to
         issue, or rights to convert any obligations into or exchange any
         securities for, shares of capital stock of or ownership interests
         in the Company are outstanding.

                  (f) The Shares are duly listed, and admitted and
         authorized for trading, subject to official notice of issuance and
         evidence of satisfactory distribution, on the New York Stock
         Exchange and the Pacific Exchange.

                  (g) There is no franchise, contract or other document of
         a character required to be described in the Registration Statement
         or Prospectus, or to be filed as an exhibit thereto, which is not
         described or filed as required.

                  (h) This Agreement has been duly authorized, executed and
         delivered by the Company.

                  (i) The Company is not and, after giving effect to the
         offering and sale of the Shares and the application of the
         proceeds thereof as described in the Prospectus, will not be an
         "investment company" as defined in the Investment Company Act of
         1940, as amended.

                  (j) No consent, approval, authorization, filing with or
         order of any court or governmental agency or body is required in
         connection with the transactions contemplated herein, except such
         as have been obtained under the Act and such as may be required
         under the blue sky laws of any jurisdiction in connection with the
         purchase and distribution of the Shares by the Underwriters in the
         manner contemplated herein and in the Prospectus.

                  (k) Neither the issue and sale of the Shares nor the
         consummation of any other of the transactions herein contemplated
         nor the fulfillment of the terms hereof will conflict with, result
         in a breach or violation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any of
         the Significant Subsidiaries pursuant to, (i) the charter or
         by-laws of the Company or any of the Significant Subsidiaries,
         (ii) the terms of any indenture, contract, lease, mortgage, deed
         of trust, note agreement, loan agreement or other agreement,
         obligation, condition, covenant or instrument to which the Company
         or any of the Significant Subsidiaries is a party or bound or to
         which its or their property is subject, or (iii) any statute, law,
         rule, regulation, judgment, order or decree applicable to the
         Company or any of the Significant Subsidiaries of any court,
         regulatory body, administrative agency, governmental body,
         arbitrator or other authority having jurisdiction over the Company
         or any of the Significant Subsidiaries or any of its or their
         properties, except, with respect to clauses (ii) or (iii) above,
         for such conflicts, breaches, defaults, liens, charges,
         encumbrances or violations that could not be reasonably be
         expected to result in a Material Adverse Effect or to materially
         adversely affect the performance of this Agreement or the
         consummation of the transactions contemplated hereby.

                  (l) No holders of securities of the Company have rights
         to the registration of such securities under the Registration
         Statement.

                  (m) The consolidated historical financial statements and
         schedules of the Company and its consolidated subsidiaries
         included in the Prospectus and the Registration Statement present
         fairly in all material respects the financial condition, results
         of operations and cash flows of the Company as of the dates and
         for the periods indicated, comply as to form with the applicable
         accounting requirements of the Act and have been prepared in
         conformity with generally accepted accounting principles applied
         on a consistent basis throughout the periods involved (except as
         otherwise noted therein). The selected financial data set forth
         under the caption "Selected Financial Data" in the Prospectus and
         Registration Statement fairly present, on the basis stated in the
         Prospectus and the Registration Statement, the information
         included therein. The unaudited pro forma combined financial
         statements included in the Prospectus and the Registration
         Statement include assumptions that provide a reasonable basis for
         presenting the significant effects directly attributable to the
         transactions and events described therein, the related pro forma
         adjustments give appropriate effect to those assumptions, and the
         pro forma adjustments reflect the proper application of those
         adjustments to the historical financial statement amounts in the
         unaudited pro forma combined financial statements included in the
         Prospectus and the Registration Statement. The unaudited pro forma
         combined financial statements included in the Prospectus and the
         Registration Statement comply as to form in all material respects
         with the applicable accounting requirements of Regulation S-X
         under the Act and the pro forma adjustments have been properly
         applied to the historical amounts in the compilation of those
         statements.

                  (n) No action, suit or proceeding by or before any court
         or governmental agency, authority or body or any arbitrator
         involving the Company or any of its subsidiaries or its or their
         property is pending or, to the best knowledge of the Company,
         threatened that (i) could reasonably be expected to have a
         material adverse effect on the performance of this Agreement or
         the consummation of any of the transactions contemplated hereby or
         (ii) could reasonably be expected to have a Material Adverse
         Effect, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).

                  (o) Each of the Company and each of the Significant
         Subsidiaries owns or leases all such properties as are necessary
         to the conduct of its operations as presently conducted.

                  (p) Neither the Company nor any Significant Subsidiary is
         in violation or default of (i) any provision of its charter or
         bylaws, (ii) the terms of any indenture, contract, lease,
         mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which
         it is a party or bound or to which its property is subject, or
         (iii) any statute, law, rule, regulation, judgment, order or
         decree of any court, regulatory body, administrative agency,
         governmental body, arbitrator or other authority having
         jurisdiction over the Company or such Significant Subsidiary or
         any of its properties, as applicable, except, with respect to
         clauses (ii) and (iii) above, for such violations or defaults that
         could not reasonably be expected to have a Material Adverse
         Effect.

                  (q) Ernst & Young, LLP, who have audited certain
         financial statements of the Company and its consolidated
         subsidiaries and delivered their report with respect to the
         audited consolidated financial statements and schedules included
         in the Prospectus, are independent public accountants with respect
         to the Company within the meaning of the Act and the applicable
         published rules and regulations thereunder.

                  (r) There are no transfer taxes or other similar fees or
         charges under Federal law or the laws of any state, or any
         political subdivision thereof, required to be paid in connection
         with the execution and delivery of this Agreement or the issuance
         by the Company or sale by the Company of the Shares.

                  (s) No labor problem or dispute with the employees of the
         Company or any of its Significant Subsidiaries exists or, to the
         knowledge of the Company, is threatened or imminent.

                  (t) No Significant Subsidiary of the Company is currently
         prohibited, directly or indirectly, from paying any dividends to
         the Company, from making any other distribution on such
         subsidiary's capital stock, from repaying to the Company any loans
         or advances to such subsidiary from the Company or from
         transferring any of such subsidiary's property or assets to the
         Company or any other subsidiary of the Company, except as
         described in or contemplated by the Prospectus.

                  (u) The Company and its consolidated subsidiaries possess
         all licenses, certificates, permits and other authorizations
         issued by the appropriate federal, state or foreign regulatory
         authorities necessary to conduct their respective businesses, and
         neither the Company nor any such subsidiary has received any
         notice of proceedings relating to the revocation or modification
         of any such certificate, authorization or permit which, singly or
         in the aggregate, if the subject of an unfavorable decision,
         ruling or finding, would have a Material Adverse Effect, except as
         set forth in or contemplated in the Prospectus (exclusive of any
         supplement thereto).

                  (v) The Company has not taken, directly or indirectly,
         any action that has constituted or that was designed to or might
         reasonably be expected to cause or result in, under the Exchange
         Act or otherwise, the stabilization or manipulation of the price
         of any security of the Company to facilitate the sale or resale of
         the Shares.

                  (w) The Company and its Significant Subsidiaries (i) are
         in compliance with any and all applicable foreign, federal, state
         and local laws and regulations relating to the protection of human
         health and safety, the environment or hazardous or toxic
         substances or wastes, pollutants or contaminants ("Environmental
         Laws"), (ii) have received and are in compliance with all permits,
         licenses or other approvals required of them under applicable
         Environmental Laws to conduct their respective businesses and
         (iii) have not received notice of any actual or potential
         liability for the investigation or remediation of any disposal or
         release of hazardous or toxic substances or wastes, pollutants or
         contaminants, except where such non-compliance with Environmental
         Laws, failure to receive required permits, licenses or other
         approvals, or liability would not, individually or in the
         aggregate, have a Material Adverse Effect, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement
         thereto).

                  (x) The Significant Subsidiaries are the only significant
         subsidiaries of the Company as defined by Rule 1-02(w) of
         Regulation S-X.

                  (y) Except as set forth in or contemplated in the
         Prospectus (exclusive of any supplement thereto) or publicly
         announced, no "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the
         Act) has (A) taken any action to, or to the Company's knowledge,
         threatened to decrease the rating of any debt securities of the
         Company or any of its subsidiaries or (B) given any notice of any
         intended or potential decrease in any such rating or of a possible
         change in any such rating that does not indicate the direction of
         the possible change.

         Any certificate signed by any officer of the Company and delivered
to the Representatives or counsel for the Underwriters in connection with
the offering of the Shares shall be deemed a representation and warranty by
the Company, as to matters covered thereby, to each Underwriter.

                  2. Purchase and Sale. (a) Subject to the terms and
conditions and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the
Company, at a purchase price of $49.595 per share, the amount of the
Underwritten Shares set forth opposite such Underwriter's name in Schedule
I hereto.

                  (b) Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company
hereby grants an option to the several Underwriters to purchase, severally
and not jointly, up to 540,000 Option Shares at the same purchase price per
share as the Underwriters shall pay for the Underwritten Shares. Said
option may be exercised only to cover over-allotments in the sale of the
Underwritten Shares by the Underwriters. Said option may be exercised in
whole or in part at any time on or before the 30th day after the date of
the Prospectus upon written or telegraphic notice by the Representatives to
the Company setting forth the number of shares of the Option Shares as to
which the several Underwriters are exercising the option and the settlement
date. The number of shares of the Option Shares to be purchased by each
Underwriter shall be the same percentage of the total number of shares of
the Option Shares to be purchased by the several Underwriters as such
Underwriter is purchasing of the Underwritten Shares, subject to such
adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.

                  3. Delivery and Payment. Delivery of and payment for the
Underwritten Shares and the Option Shares (if the option provided for in
Section 2(b) hereof shall have been exercised on or before the third
Business Day prior to the Closing Date) shall be made at 10:00 AM, New York
City time, on May 1, 2002, or at such time on such later date not more than
three Business Days after the foregoing date as the Representatives shall
designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such
date and time of delivery and payment for the Shares being herein called
the "Closing Date"). Delivery of the Shares shall be made to the
Representatives for the respective accounts of the several Underwriters
against payment by the several Underwriters through the Representatives of
the purchase price thereof to or upon the order of the Company by wire
transfer payable in same-day funds to an account specified by the Company.
Delivery of the Underwritten Shares and the Option Shares shall be made
through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

                  If the option provided for in Section 2(b) hereof is
exercised after the third Business Day prior to the Closing Date, the
Company will deliver the Option Shares (at the expense of the Company) to
the Representatives, at 388 Greenwich Street, New York, New York, on the
date specified by the Representatives (which shall be within three Business
Days after exercise of said option) for the respective accounts of the
several Underwriters, against payment by the several Underwriters through
the Representatives of the purchase price thereof to or upon the order of
the Company by wire transfer payable in same-day funds to an account
specified by the Company. If settlement for the Option Shares occurs after
the Closing Date, the Company will deliver to the Representatives on the
settlement date for the Option Shares, and the obligation of the
Underwriters to purchase the Option Shares shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as
of such date the opinions, certificates and letters delivered on the
Closing Date pursuant to Section 6 hereof.

                  4. Offering by Underwriters. It is understood that the
several Underwriters propose to offer the Shares for sale to the public as
set forth in the Prospectus.

                  5. Agreements. The Company agrees with the several
Underwriters that:

                  (a) The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time,
         and any amendment thereof, to become effective. Prior to the
         termination of the offering of the Shares, the Company will not
         file any amendment of the Registration Statement or supplement to
         the Prospectus or any Rule 462(b) Registration Statement unless
         the Company has furnished you a copy for your review prior to
         filing and will not file any such proposed amendment or supplement
         to which you reasonably object. Subject to the foregoing sentence,
         if the Registration Statement has become or becomes effective
         pursuant to Rule 430A, or filing of the Prospectus is otherwise
         required under Rule 424(b), the Company will cause the Prospectus,
         properly completed, and any supplement thereto to be filed with
         the Commission pursuant to the applicable paragraph of Rule 424(b)
         within the time period prescribed and will provide evidence
         satisfactory to the Representatives of such timely filing. The
         Company will promptly advise the Representatives (1) when the
         Registration Statement, if not effective at the Execution Time,
         shall have become effective, (2) when the Prospectus, and any
         supplement thereto, shall have been filed (if required) with the
         Commission pursuant to Rule 424(b) or when any Rule 462(b)
         Registration Statement shall have been filed with the Commission,
         (3) when, prior to termination of the offering of the Shares, any
         amendment to the Registration Statement shall have been filed or
         become effective, (4) of any request by the Commission or its
         staff for any amendment of the Registration Statement, or any Rule
         462(b) Registration Statement, or for any supplement to the
         Prospectus or for any additional information, (5) of the issuance
         by the Commission of any stop order suspending the effectiveness
         of the Registration Statement or the institution or threatening of
         any proceeding for that purpose and (6) of the receipt by the
         Company of any notification with respect to the suspension of the
         qualification of the Shares for sale in any jurisdiction or the
         institution or threatening of any proceeding for such purpose. The
         Company will use its best efforts to prevent the issuance of any
         such stop order or the suspension of any such qualification and,
         if issued, to obtain as soon as possible the withdrawal thereof.

                  (b) If, at any time when a prospectus relating to the
         Shares is required to be delivered under the Act, any event occurs
         as a result of which the Prospectus as then supplemented would
         include any untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein in the
         light of the circumstances under which they were made not
         misleading, or if it shall be necessary to amend the Registration
         Statement or supplement the Prospectus to comply with the Act or
         the Exchange Act or the respective rules thereunder, the Company
         promptly will (1) notify the Representatives of such event, (2)
         prepare and file with the Commission, subject to the second
         sentence of paragraph (a) of this Section 5, an amendment or
         supplement which will correct such statement or omission or effect
         such compliance and (3) supply any supplemented Prospectus to you
         in such quantities as you may reasonably request.

                  (c) As soon as practicable, the Company will make
         generally available to its security holders and to the
         Representatives an earnings statement or statements of the Company
         and its subsidiaries that will satisfy the provisions of Section
         11(a) of the Act and Rule 158 under the Act.

                  (d) The Company will furnish to the Representatives and
         counsel for the Underwriters, without charge, signed (but not
         original) copies of the Registration Statement (including exhibits
         thereto) and to each other Underwriter a copy of the Registration
         Statement (without exhibits thereto) and, so long as delivery of a
         prospectus by an Underwriter or dealer may be required by the Act,
         as many copies of each Preliminary Prospectus and the Prospectus
         and any supplement thereto as the Representatives may reasonably
         request. The Company will pay the expenses of printing or other
         production of all documents relating to the offering.

                  (e) The Company will arrange, if necessary, for the
         qualification of the Shares for sale under the laws of such
         jurisdictions as the Representatives may designate, will maintain
         such qualifications in effect so long as required for the
         distribution of the Shares and will pay any fee of the National
         Association of Securities Dealers, Inc., in connection with its
         review of the offering; provided that in no event shall the
         Company be obligated to qualify to do business in any jurisdiction
         where it is not now so qualified or to take any action that would
         subject it to service of process in suits, other than those
         arising out of the offering or sale of the Shares, in any
         jurisdiction where it is not now so subject.

                  (f) The Company will not, without the prior written
         consent of Salomon Smith Barney Inc., offer, sell, contract to
         sell, pledge, or otherwise dispose of, (or enter into any
         transaction which is designed to, or might reasonably be expected
         to, result in the disposition (whether by actual disposition or
         effective economic disposition due to cash settlement or
         otherwise) by the Company or any affiliate of the Company or any
         person in privity with the Company or any affiliate of the
         Company) directly or indirectly, including the filing (or
         participation in the filing) of a registration statement with the
         Commission in respect of, or establish or increase a put
         equivalent position or liquidate or decrease a call equivalent
         position within the meaning of Section 16 of the Exchange Act, any
         other shares of its Common Stock or any securities convertible
         into, or exercisable, or exchangeable for, shares of its Common
         Stock; or publicly announce an intention to effect any such
         transaction, for a period of 90 days after the Execution Time,
         provided, however, that (A) the Company may issue and sell its
         7.50% Upper DECS in the concurrent offering contemplated by the
         Prospectus and (B) the Company may issue and sell Common Stock
         pursuant to any employee stock option plan, stock ownership plan
         or dividend reinvestment plan of the Company in effect at the
         Execution Time and the Company may issue Common Stock issuable
         upon the conversion of securities or the exercise of warrants
         outstanding at the Execution Time.

                  (g) The Company will not take, directly or indirectly,
         any action designed to or which has constituted or which might
         reasonably be expected to cause or result, under the Exchange Act
         or otherwise, in stabilization or manipulation of the price of any
         security of the Company to facilitate the sale or resale of the
         Shares.

                  (h) The Company agrees to pay the costs and expenses
         relating to the following matters: (i) the preparation, printing
         or reproduction and filing with the Commission of the Registration
         Statement (including financial statements and exhibits thereto),
         each Preliminary Prospectus, the Prospectus and each amendment or
         supplement to any of them; (ii) the printing (or reproduction) and
         delivery (including postage, air freight charges and charges for
         counting and packaging) of such copies of the Registration
         Statement, each Preliminary Prospectus, the Prospectus and all
         amendments or supplements to any of them, as may, in each case, be
         reasonably requested for use in connection with the offering and
         sale of the Shares; (iii) the preparation, printing,
         authentication, issuance and delivery of certificates for the
         Shares, including any stamp or transfer taxes in connection with
         the original issuance and sale of the Shares; (iv) the printing
         (or reproduction) and delivery of this Agreement, any blue sky
         memorandum and all other agreements or documents printed (or
         reproduced) and delivered in connection with the offering of the
         Shares; (v) the registration of the Shares under the Exchange Act;
         (vi) any registration or qualification of the Shares for offer and
         sale under the securities or blue sky laws of the several states
         (including filing fees and the reasonable fees and expenses of
         counsel for the Underwriters relating to such registration and
         qualification); (vii) any filings required to be made with the
         National Association of Securities Dealers, Inc. (including filing
         fees and the reasonable fees and expenses of counsel for the
         Underwriters relating to such filings); (viii) the transportation
         and other expenses incurred by or on behalf of Company
         representatives in connection with presentations to prospective
         purchasers of the Shares; (ix) the fees and expenses of the
         Company's accountants and the fees and expenses of counsel
         (including local and special counsel) for the Company; and (x) all
         other costs and expenses incident to the performance by the
         Company of its obligations hereunder.

                  6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Shares and the
Option Shares, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein
as of the Execution Time, the Closing Date and any settlement date pursuant
to Section 3 hereof, to the accuracy of the statements of the Company made
in any certificates pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions:

                  (a) If filing of the Prospectus, or any supplement
         thereto, is required pursuant to Rule 424(b), the Prospectus, and
         any such supplement, will be filed in the manner and within the
         time period required by Rule 424(b); and no stop order suspending
         the effectiveness of the Registration Statement shall have been
         issued and no proceedings for that purpose shall have been
         instituted or threatened.

                  (b) The Company shall have requested and caused Skadden,
         Arps, Slate, Meagher & Flom LLP, counsel for the Company, to have
         furnished to the Representatives their opinion, dated the Closing
         Date and addressed to the Representatives, to the effect that:

                           (i) this Agreement has been duly authorized,
                  executed and delivered by the Company;

                           (ii) no governmental approval, that has not been
                  obtained or taken and is not in full force and effect is
                  required to be obtained in connection with the execution
                  and delivery of this Agreement by the Company or the
                  consummation by the Company of the transactions
                  contemplated hereby;

                           (iii) the Shares have been duly authorized by
                  the Company and, when delivered to and paid for by the
                  Underwriters in accordance with the term of this
                  Agreement will be validly issued, fully paid and
                  nonassessable;

                           (iv) the Shares are duly listed, and admitted
                  and authorized for trading, subject to official notice of
                  issuance and evidence of satisfactory distribution, on
                  the New York Stock Exchange and the Pacific Exchange;

                           (v) the Company is not and, solely after giving
                  effect to the offering and sale of the Shares and the
                  application of the proceeds thereof as described in the
                  Prospectus, will not be an "investment company" as
                  defined in the Investment Company Act of 1940, as
                  amended;

                           (vi) Temple-Inland Financial Services, Inc. is
                  an exempt multiple savings and loan company under the
                  Home Owners' Loan Act of 1939, as amended (the "Home
                  Owners' Loan Act"), and Guaranty Bank is a federally
                  chartered savings bank under the Home Owners' Loan Act;

                           (vii) the Registration Statement has become
                  effective under the Act; to the knowledge of such
                  counsel, no stop order suspending the effectiveness of
                  the Registration Statement has been issued, and, to the
                  best knowledge of such counsel, no proceedings for that
                  purpose have been instituted or are pending or
                  threatened; the Registration Statement and the Prospectus
                  (other than the financial statements and other financial
                  information contained therein, as to which such counsel
                  need express no opinion) appeared on their face to be
                  appropriately responsive in all material respects to the
                  applicable requirements of the Act and the Exchange Act
                  and the respective rules thereunder; and such counsel has
                  no reason to believe that on the Effective Date or the
                  date the Registration Statement was last deemed amended
                  the Registration Statement contained any untrue statement
                  of a material fact or omitted to state any material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading or that the Prospectus
                  as of its date and on the Closing Date included or
                  includes any untrue statement of a material fact or
                  omitted or omits to state a material fact necessary to
                  make the statements therein, in the light of the
                  circumstances under which they were made, not misleading
                  (in each case, other than the financial statements and
                  other financial information contained therein, as to
                  which such counsel need express no opinion);

                           (viii) each of the Company and the Significant
                  Subsidiaries have been duly incorporated and is validly
                  existing as a corporation in good standing under the laws
                  of the jurisdiction in which it is chartered or organized
                  (other than Guaranty Residential Lending, Inc. for which
                  no such opinion is required);

                           (ix) the Company has the corporate power and the
                  corporate authority to execute and deliver this Agreement
                  and to consummate the transactions contemplated hereby;

                           (x) the Company has an authorized equity
                  capitalization as set forth in the Prospectus and the
                  authorized capital stock of the Company conforms as to
                  legal matters to the description thereof contained in the
                  Prospectus;

                           (xi) the statements included or incorporated by
                  reference in the Prospectus under the heading "Certain
                  United States Federal Income Tax Consequences to Non-U.S.
                  Holders" fairly summarize the matters therein described;
                  and

                           (xii) the execution and delivery by the Company
                  of this Agreement and the consummation of the
                  transactions contemplated herein, including the issuance
                  and sale of the Shares will not violate or conflict with,
                  or result in any contravention of, any applicable law.

         In rendering such opinion, such counsel may rely (A) as to matters
         involving the application of laws of any jurisdiction other than
         the State of New York, the State of Delaware or the Federal laws
         of the United States, to the extent they deem proper and specified
         in such opinion, upon the opinion of other counsel of good
         standing whom they believe to be reliable and who are satisfactory
         to counsel for the Underwriters and (B) as to matters of fact, to
         the extent they deem proper, on certificates of responsible
         officers of the Company and public officials. References to the
         Prospectus in this paragraph (b) include any supplements thereto
         at the Closing Date.

                  (c) The Company shall have requested and caused M.
Richard Warner, Vice President and General Counsel for the Company, to have
furnished to the Representatives his opinion, dated the Closing Date and
addressed to the Representatives, to the effect that:

                            (i) each of the Company and each of the
                  Significant Subsidiaries has been duly incorporated and
                  is validly existing as a corporation in good standing
                  under the laws of the jurisdiction in which it is
                  chartered or organized, with full corporate power and
                  authority to own or lease, as the case may be, and to
                  operate its properties and conduct its business as
                  described in the Prospectus, and is duly qualified to do
                  business as a foreign corporation and is in good standing
                  under the laws of each other jurisdiction which requires
                  such qualification, except where the failure to so
                  qualify or be in good standing could not reasonably be
                  expected to result in a Material Adverse Effect;

                            (ii) all the outstanding shares of capital
                  stock of each Significant Subsidiary have been duly and
                  validly authorized and issued and are fully paid and
                  nonassessable, and, except as otherwise set forth in the
                  Prospectus, all outstanding shares of capital stock of
                  the Significant Subsidiaries are owned by the Company
                  either directly or through wholly owned subsidiaries free
                  and clear of any perfected security interest and, to the
                  knowledge of such counsel, after due inquiry, any other
                  security interest, claim, lien or encumbrance, except for
                  security interests, claims, liens or encumbrances
                  contemplated by the March 2002 Credit Agreement;

                            (iii) the outstanding shares of Common Stock
                  have been duly and validly authorized and issued and are
                  fully paid and nonassessable;

                            (iv) the holders of outstanding shares of
                  capital stock of the Company are not entitled to exercise
                  any preemptive or other rights to subscribe for Common
                  Stock as a result of the transactions contemplated by
                  this Agreement; and, except as set forth in the
                  Prospectus, no options, warrants or other rights to
                  purchase, agreements or other obligations to issue, or
                  rights to convert any obligations into or exchange any
                  securities for, shares of capital stock of or ownership
                  interests in the Company are outstanding;

                            (v) to the knowledge of such counsel, there is
                  no pending or threatened action, suit or proceeding by or
                  before any court or governmental agency, authority or
                  body or any arbitrator involving the Company or any of
                  its subsidiaries or its or their property of a character
                  required to be disclosed in the Registration Statement or
                  the Prospectus which is not adequately described as
                  required, and there is no franchise, contract or other
                  document of a character required to be described in the
                  Registration Statement or Prospectus, or to be filed as
                  an exhibit thereto, which is not described or filed as
                  required;

                            (vi) the issue and sale of the Shares, the
                  execution, delivery and performance of this Agreement,
                  the consummation of the transactions contemplated herein,
                  and the fulfillment of the terms or provisions hereof
                  will not conflict with, result in a breach or violation
                  of or imposition of any lien, charge or encumbrance upon
                  any property or assets of the Company or its Significant
                  Subsidiaries pursuant to, (i) the charter or by-laws of
                  the Company or its Significant Subsidiaries or (ii) the
                  terms of any indenture, contract, lease, mortgage, deed
                  of trust, note agreement, loan agreement or other
                  agreement, obligation, condition, covenant or instrument
                  to which its or their property is subject, or (iii) any
                  statute, law, rule, regulation, judgment, order or decree
                  applicable to the Company or the Significant Subsidiaries
                  or any court, regulatory body, administrative agency,
                  governmental body, arbitrator or other authority having
                  jurisdiction over the Company or the Significant
                  Subsidiaries or any of its or their properties, except,
                  in the case of clauses (ii) or (iii) above, for such
                  conflicts, breaches, defaults, liens, charges,
                  encumbrances or violations that could not reasonably be
                  expected to result in a Material Adverse Effect; and

                            (vii) no holders of securities of the Company
                  have rights to the registration of such securities under
                  the Registration Statement.

                  (d) The Representatives shall have received from Cleary,
Gottlieb, Steen & Hamilton, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date and addressed to the Representatives, with
respect to the issuance and sale of the Shares, the Registration Statement,
the Prospectus (together with any supplement thereto) and other related
matters as the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.

                  (e) The Company shall have furnished to the
Representatives a certificate of the Company, signed by the Chairman of the
Board or the Chief Administrative Officer and the principal financial or
accounting officer of the Company, dated the Closing Date, to the effect
that the signers of such certificate have carefully examined the
Registration Statement, the Prospectus, any supplements to the Prospectus
and this Agreement and that:

                           (i) the representations and warranties of the
                  Company in this Agreement are true and correct on and as
                  of the Closing Date with the same effect as if made on
                  the Closing Date and the Company has complied with all
                  the agreements and satisfied all the conditions on its
                  part to be performed or satisfied at or prior to the
                  Closing Date;

                           (ii) no stop order suspending the effectiveness
                  of the Registration Statement has been issued and no
                  proceedings for that purpose have been instituted or, to
                  the Company's knowledge, threatened; and

                           (iii) since the date of the most recent
                  financial statements included or incorporated by
                  reference in the Prospectus (exclusive of any supplement
                  thereto), there has been no material adverse effect on
                  the condition (financial or otherwise), prospects,
                  earnings, business or properties of the Company and its
                  subsidiaries, taken as a whole, whether or not arising
                  from transactions in the ordinary course of business,
                  except as set forth in or contemplated in the Prospectus
                  (exclusive of any supplement thereto).

                  (f) The Company shall have requested and caused Ernst &
Young LLP to have furnished to the Representatives, at the Execution Time
and at the Closing Date, letters, dated respectively as of the Execution
Time and as of the Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants within
the meaning of the Act and the Exchange Act and the respective applicable
rules and regulations adopted by the Commission thereunder and stating in
effect that:

                           (i) in their opinion the audited financial
                  statements and financial statement schedules included or
                  incorporated by reference in the Registration Statement
                  and the Prospectus and reported on by them comply as to
                  form in all material respects with the applicable
                  accounting requirements of the Act and the Exchange Act
                  and the related rules and regulations adopted by the
                  Commission;

                           (ii) on the basis of a reading of the latest
                  unaudited financial statements made available by the
                  Company and its subsidiaries; carrying out certain
                  specified procedures (but not an examination in
                  accordance with generally accepted auditing standards)
                  which would not necessarily reveal matters of
                  significance with respect to the comments set forth in
                  such letter; a reading of the minutes of the meetings of
                  the stockholders and directors of the Company and the
                  Significant Subsidiaries; and inquiries of certain
                  officials of the Company who have responsibility for
                  financial and accounting matters of the Company and its
                  subsidiaries as to transactions and events subsequent to
                  December 29, 2001, nothing came to their attention which
                  caused them to believe that:

                                (1) any unaudited financial statements
                           included or incorporated by reference in the
                           Registration Statement and the Prospectus do not
                           comply as to form in all material respects with
                           applicable accounting requirements of the Act
                           and with the related rules and regulations
                           adopted by the Commission with respect to
                           financial statements included or incorporated by
                           reference in quarterly reports on Form 10-Q
                           under the Exchange Act; and said unaudited
                           financial statements are not in conformity with
                           generally accepted accounting principles applied
                           on a basis substantially consistent with that of
                           the audited financial statements included or
                           incorporated by reference in the Registration
                           Statement and the Prospectus;

                                (2) with respect to the period subsequent
                           to December 29, 2001, there were any changes, at
                           a specified date not more than five days prior
                           to the date of the letter, in the long-term debt
                           of the Company and its subsidiaries or capital
                           stock of the Company or decreases in the net
                           current assets or shareholders' equity of the
                           Company as compared with the amounts shown on
                           the December 29, 2001 consolidated balance sheet
                           included or incorporated by reference in the
                           Registration Statement and the Prospectus, or
                           for the period from December 30, 2001 to such
                           specified date there were any decreases, as
                           compared with the corresponding period in the
                           preceding year in consolidated net revenues, or
                           in the total or per-share amounts of
                           consolidated income before extraordinary items
                           or of consolidated net income of the Company and
                           its subsidiaries, except in all instances for
                           changes or decreases set forth in such letter,
                           in which case the letter shall be accompanied by
                           an explanation by the Company as to the
                           significance thereof unless said explanation is
                           not deemed necessary by the Representatives;

                                (3) the information included or
                           incorporated by reference in the Registration
                           Statement and Prospectus in response to
                           Regulation S-K, Item 301 (Selected Financial
                           Data), Item 302 (Supplementary Financial
                           Information), Item 402 (Executive Compensation)
                           and Item 503(d) (Ratio of Earnings to Fixed
                           Charges) is not in conformity with the
                           applicable disclosure requirements of Regulation
                           S-K; and

                           (iii) they have performed certain other
                  specified procedures as a result of which they determined
                  that certain information of an accounting, financial or
                  statistical nature (which is limited to accounting,
                  financial or statistical information derived from the
                  general accounting records of the Company and its
                  subsidiaries) set forth in the Registration Statement and
                  the Prospectus and in Exhibit 12 to the Registration
                  Statement, including the information set forth under the
                  captions "Selected Financial Data" and "Management's
                  Discussion and Analysis of Financial Condition and
                  Results of Operations" in the Prospectus, the information
                  included or incorporated by reference in Item 11 of the
                  Company's Annual Report on Form 10-K, incorporated by
                  reference in the Registration Statement and the
                  Prospectus, agrees with the accounting records of the
                  Company and its subsidiaries, excluding any questions of
                  legal interpretation; and

                           (iv) on the basis of a reading of the unaudited
                  pro forma financial statements included or incorporated
                  by reference in the Registration Statement and the
                  Prospectus (the "pro forma financial statements");
                  carrying out certain specified procedures; inquiries of
                  certain officials of the Company who have responsibility
                  for financial and accounting matters; and proving the
                  arithmetic accuracy of the application of the pro forma
                  adjustments to the historical amounts in the pro forma
                  financial statements, nothing came to their attention
                  which caused them to believe that the pro forma financial
                  statements do not comply as to form in all material
                  respects with the applicable accounting requirements of
                  Rule 11-02 of Regulation S-X or that the pro forma
                  adjustments have not been properly applied to the
                  historical amounts in the compilation of such statements.

                  References to the Prospectus in this paragraph (i)
include any supplement thereto at the date of the letter.

                  (g) The Company shall have requested and caused Deloitte
& Touche LLP to have furnished to the Representatives, at the Execution
Time and at the Closing Date, letters, dated respectively as of the
Execution Time and as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the
respective applicable rules and regulations adopted by the Commission
thereunder and that they have performed a review of the unaudited interim
financial information of Gaylord Container Corp. ("Gaylord") for the
three-month period ended December 31, 2001, and as at December 31, 2001, in
accordance with Statement on Auditing Standards No. 71, and stating in
effect that:

                           (i) in their opinion the audited financial
                  statements and financial statement schedules of Gaylord
                  included or incorporated by reference in the Registration
                  Statement and the Prospectus and reported on by them
                  comply as to form in all material respects with the
                  applicable accounting requirements of the Act and the
                  Exchange Act and the related rules and regulations
                  adopted by the Commission; and

                           (ii) on the basis of their limited review, in
                  accordance with standards established under Statement on
                  Auditing Standards No. 71, of the unaudited interim
                  financial information of Gaylord for the three-month
                  period ended December 31, 2001, and as at December 31,
                  2001, as indicated in their report dated February 14,
                  2002, incorporated by reference in the Registration
                  Statement and the Prospectus, nothing came to their
                  attention which caused them to believe that any unaudited
                  financial statements of Gaylord included or incorporated
                  by reference in the Registration Statement and the
                  Prospectus do not comply as to form in all material
                  respects with applicable accounting requirements of the
                  Act and with the related rules and regulations adopted by
                  the Commission with respect to financial statements
                  included or incorporated by reference in quarterly
                  reports on Form 10-Q under the Exchange Act; and said
                  unaudited financial statements are not in conformity with
                  generally accepted accounting principles applied on a
                  basis substantially consistent with that of the audited
                  financial statements included or incorporated by
                  reference in the Registration Statement and the
                  Prospectus.

                  References to the Prospectus in this paragraph (j)
include any supplement thereto at the date of the letter.

                  (h) Subsequent to the Execution Time or, if earlier, the
dates as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Prospectus (exclusive of any
supplement thereto), there shall not have been (i) any change or decrease
specified in the letter or letters referred to in paragraph (i) or (j) of
this Section 6 or (ii) any change, or any development involving a
prospective change, in or affecting the condition (financial or otherwise),
earnings, business or properties of the Company and its subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto) the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Shares as
contemplated by the Registration Statement (exclusive of any amendment
thereof) and the Prospectus (exclusive of any supplement thereto).

                  (i) Subsequent to the Execution Time, there shall not
have been any decrease in the rating of any of the Company's debt
securities by any "nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act) or any notice given
of any intended or potential decrease in any such rating or of a possible
change in any such rating that does not indicate the direction of the
possible change.

                  (j) The Shares shall have been listed and admitted and
authorized for trading on the New York Stock Exchange and the Pacific
Exchange, and satisfactory evidence of such actions shall have been
provided to the Representatives.

                  (k) At the Execution Time, the Company shall have
furnished to the Representatives a letter substantially in the form of
Exhibit A hereto from each executive officer and director of the Company
addressed to the Representatives.

                  (l) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request.

                  If any of the conditions specified in this Section 6
shall not have been fulfilled when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any
time prior to, the Closing Date by the Representatives. Notice of such
cancelation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6
shall be delivered at the office of Cleary, Gottlieb, Steen & Hamilton,
counsel for the Underwriters, at One Liberty Plaza, New York, N.Y. 10006 on
the Closing Date.

                  7. Reimbursement of Underwriters' Expenses. If the sale
of the Shares provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof or
because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally through Salomon Smith Barney on demand
for all out-of-pocket expenses (including reasonable fees and disbursements
of counsel) that shall have been incurred by them in connection with the
proposed purchase and sale of the Shares.

                  8. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter and each person who
controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the
Shares as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

                  (b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls
the Company within the meaning of either the Act or the Exchange Act, to
the same extent as the foregoing indemnity from the Company to each
Underwriter, but only with reference to written information relating to
such Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any Underwriter may otherwise
have. The Company acknowledges that the statements set forth in the last
paragraph of the cover page regarding delivery of the Shares and, under the
heading "Underwriting," (i) the list of Underwriters and their respective
participation in the sale of the Shares, (ii) the sentences related to
concessions and reallowances and (iii) the paragraph related to
stabilization, syndicate covering transactions and penalty bids in any
Preliminary Prospectus and the Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for
inclusion in any Preliminary Prospectus or the Prospectus.

                  (c) Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section 8, notify the indemnifying party
in writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of
such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a)
or (b) above. The indemnifying party shall be entitled to appoint counsel
of the indemnifying party's choice at the indemnifying party's expense to
represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by
the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, (iii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
the institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the
Underwriters severally agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which the Company and one or more of the Underwriters may be
subject in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and by the Underwriters on
the other from the offering of the Shares; provided, however, that in no
case shall any Underwriter (except as may be provided in any agreement
among underwriters relating to the offering of the Shares) be responsible
for any amount in excess of the underwriting discount or commission
applicable to the Shares purchased by such Underwriter hereunder. If the
allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and the Underwriters severally shall contribute
in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and of
the Underwriters on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company shall be deemed
to be equal to the total net proceeds from the offering (before deducting
expenses) received by it, and benefits received by the Underwriters shall
be deemed to be equal to the total underwriting discounts and commissions,
in each case as set forth on the cover page of the Prospectus. Relative
fault shall be determined by reference to, among other things, whether any
untrue or any alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information
provided by the Company on the one hand or the Underwriters on the other,
the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company and the Underwriters agree that it would not be just
and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 8, each person who controls an Underwriter within
the meaning of either the Act or the Exchange Act and each director,
officer, employee and agent of an Underwriter shall have the same rights to
contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of
the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of
this paragraph (d).

                  9. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the Shares agreed to
be purchased by such Underwriter or Underwriters hereunder and such failure
to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions
which the amount of Shares set forth opposite their names in Schedule I
hereto bears to the aggregate amount of Shares set forth opposite the names
of all the remaining Underwriters) the Shares which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Shares which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate amount of Shares set forth in Schedule I
hereto, the remaining Underwriters shall have the right to purchase all,
but shall not be under any obligation to purchase any, of the Shares, and
if such nondefaulting Underwriters do not purchase all the Shares, this
Agreement will terminate without liability to any nondefaulting Underwriter
or the Company. In the event of a default by any Underwriter as set forth
in this Section 9, the Closing Date shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in
order that the required changes in the Registration Statement and the
Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting
Underwriter of its liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice
given to the Company prior to delivery of and payment for the Shares, if at
any time prior to such time (i) trading in the Company's Common Stock shall
have been suspended by the Commission, the New York Stock Exchange or the
Pacific Exchange or trading in securities generally on the New York Stock
Exchange or the Pacific Exchange shall have been suspended or limited or
minimum prices shall have been established on either of such exchanges,
(ii) a banking moratorium shall have been declared either by Federal or New
York State authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war, or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the
Representatives, impractical or inadvisable to proceed with the offering or
delivery of the Shares as contemplated by the Prospectus (exclusive of any
supplement thereto).

                  11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
the Company or any of the officers, directors, employees, agents or
controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Shares. The provisions of Sections 7 and 8
hereof shall survive the termination or cancelation of this Agreement.

                  12. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telefaxed to the Salomon Smith Barney Inc.
General Counsel (fax no.: (212) 816-7912) and confirmed to the General
Counsel, Salomon Smith Barney Inc., at 388 Greenwich Street, New York, New
York, 10013, Attention: General Counsel; or, if sent to the Company, will
be mailed, delivered or telefaxed to Temple-Inland Inc., General Counsel
(Fax no.: (936) 829-3333) and confirmed to it at Temple-Inland Inc.,
General Counsel, 303 South Temple Drive, Diboll, TX 75941.

                  13. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors
and the officers, directors, employees, agents and controlling persons
referred to in Section 8 hereof, and no other person will have any right or
obligation hereunder.

                  14. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New
York.

                  15. Counterparts. This Agreement may be signed in one or
more counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement.

                  16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. Definitions. The terms which follow, when used in
this Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended,
         and the rules and regulations of the Commission promulgated
         thereunder.

                  "Base Prospectus" shall mean the prospectus contained in
         the Registration Statement at the Effective Date.

                  "Business Day" shall mean any day other than a Saturday,
         a Sunday or a legal holiday or a day on which banking institutions
         or trust companies are authorized or obligated by law to close in
         New York City.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or
         become effective.

                  "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended, and the rules and regulations of the Commission
         promulgated thereunder.

                  "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.

                  "Preliminary Prospectus" shall mean any preliminary
         prospectus referred to in paragraph 1(a) above that omits Rule
         430A Information and which describes the Securities and the
         offering thereof and is used prior to filing of the Prospectus,
         together with the Base Prospectus.

                  "Prospectus" shall mean the prospectus supplement
         relating to the Shares that was first filed pursuant to Rule
         424(b) after the Execution Time, together with the Base
         Prospectus.

                  "Registration Statement" shall mean the registration
         statement referred to in paragraph 1(a) above, including exhibits
         and financial statements, as amended at the Execution Time (or, if
         not effective at the Execution Time, in the form in which it shall
         become effective) and, in the event any post-effective amendment
         thereto or any Rule 462(b) Registration Statement becomes
         effective prior to the Closing Date, shall also mean such
         registration statement as so amended or such Rule 462(b)
         Registration Statement, as the case may be. Such term shall
         include any Rule 430A Information deemed to be included therein at
         the Effective Date as provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such
         rules under the Act.

                  "Rule 430A Information" shall mean information with
         respect to the Shares and the offering thereof permitted to be
         omitted from the Registration Statement when it becomes effective
         pursuant to Rule 430A.

                  "Rule 462(b) Registration Statement" shall mean a
         registration statement and any amendments thereto filed pursuant
         to Rule 462(b) relating to the offering covered by the
         registration statement referred to in Section 1(a) hereof.


                  If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent a binding
agreement among the Company and the several Underwriters.

                                         Very truly yours,

                                         Temple-Inland Inc.


                                         By: /s/ Randall D. Levy
                                             -----------------------------
                                             Name:  Randall D. Levy
                                             Title: Chief Financial Officer




The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

Salomon Smith Barney Inc.
UBS Warburg LLC


By:  Salomon Smith Barney Inc.


By: /s/ John Chrysikopoulos
   ------------------------------------
   Name:  John Chrysikopoulos
   Title: Managing Director


For themselves and the other
several Underwriters named in
Schedule I to the foregoing Agreement.




                                 SCHEDULE I

                                                     Number of Underwritten
Underwriters                                         Shares to  be Purchased

Salomon Smith Barney Inc.                                   2,340,000

UBS Warburg LLC                                               540,000

ABN Amro Rothschild LLC                                       216,000

TD Securities (USA) Inc.                                      216,000

Banc of America Securities LLC                                 57,600

Credit Lyonnais Securities (USA) Inc.                          57,600

KBC Financial Products USA Inc.                                57,600

McDonald Investments Inc., a Key Corp. Company                 57,600

Scotia Capital (USA) Inc.                                      57,600
                                                          --------------
Total ..........................................            3,600,000
                                                          ==============



                                SCHEDULE II

Subsidiaries of Temple-Inland Inc.

         Inland Container Corporation I
         Inland Paperboard and Packaging, Inc.
         Gaylord Container Corporation
         Temple-Inland Forest Products Corporation
         Temple-Inland Financial Services, Inc.
         Guaranty Bank
         Guaranty Residential Lending, Inc.




                                                                  EXHIBIT A

                        [Form of Lock-Up Agreement]


          [Letterhead of officer, director or major stockholder of

                            Temple-Inland Inc.]


                             Temple-Inland Inc.

                      Public Offering of Common Stock

                                                             April 25, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC,
As Representatives of the several Underwriters,

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  This letter is being delivered to you in connection with
each of the proposed Underwriting Agreement (the "Common Stock Underwriting
Agreement"), between Temple-Inland Inc., a Delaware corporation (the
"Company"), and each of you as representatives of a group of Underwriters
named in the Common Stock Underwriting Agreement, relating to an
underwritten public offering of Common Stock, par value $1.00 per share
(the "Common Stock"), of the Company and the proposed Underwriting
Agreement (the "Upper DECS Underwriting Agreement" and, together with the
Common Stock Underwriting Agreement, the "Underwriting Agreements"),
between the Company and each of you as representatives of a group of
Underwriters named in the Upper DECS Underwriting Agreement, relating to an
underwritten public offering of the 7.50% Upper DECS, $50 stated amount per
Upper DECS (the "Upper DECS"), of the Company.

                  In order to induce you and the other Underwriters to
enter into the Underwriting Agreements, the undersigned will not, without
the prior written consent of Salomon Smith Barney Inc., offer, sell,
contract to sell, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity
with the undersigned or any affiliate of the undersigned), directly or
indirectly, including the filing (or participation in the filing) of a
registration statement with the Securities and Exchange Commission in
respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder with respect to, any shares of capital stock of the Company or
any securities convertible into or exercisable or exchangeable for such
capital stock, or publicly announce an intention to effect any such
transaction, for a period of 90 days after the date of the Underwriting
Agreements, other than shares of Common Stock disposed of as bona fide
gifts approved by Salomon Smith Barney Inc.

                  If for any reason both Underwriting Agreements shall be
terminated prior to the Closing Date (as defined in the Underwriting
Agreements), the agreement set forth above shall likewise be terminated.

                                     Yours very truly,

                                     [Signature of officer, director or major
                                     stockholder]

        [Name and address of officer, director or major stockholder]





                                                                  Exhibit 1.2

                                                             EXECUTION COPY

                             Temple-Inland Inc.

                        6,000,000 7.50% Upper DECS*
                   (Stated Amount of $50 per Upper DECS)
                             Each consisting of
           a Purchase Agreement requiring the purchase for $50 on
               May 17, 2005 of certain shares of Common Stock
                           of Temple-Inland Inc.
                                    and
                      a 6.42% Senior Note due 2007 of
                             Temple-Inland Inc.
                       with a principal amount of $50

                           Underwriting Agreement


                                                         New York, New York
                                                             April 25, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC,
As Representatives of the several Underwriters,

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013


Ladies and Gentlemen:

                  Temple-Inland Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), proposes to sell to the
several underwriters named in Schedule I hereto (the "Underwriters"), for
whom you (the "Representatives") are acting as representatives, an
aggregate of 6,000,000 7.50% Upper DECS, with a stated amount of $50 per
Upper DECS (the "Upper DECS"), of the Company (the "Underwritten
Securities"). The Company also proposes to grant to the Underwriters an
option to purchase up to 900,000 additional Upper DECS to cover
over-allotments (the "Option Securities"; the Option Securities, together
with the Underwritten Securities, being hereinafter called the
"Securities"). Each Upper DECS will initially be comprised of (a) a
purchase contract (the "Purchase Contract") under which the holder will
purchase from the Company on May 17, 2005, a number of shares (the
"Issuable Common Stock") of $1.00 par value common stock of the Company
("Common Stock") equal to the Settlement Rate (as defined in the Purchase
Contract Agreement referred to below) and (b) a 6.42% senior note due 2007
of the Company having a principal amount of $50 (the "Senior Notes").

--------

*    Plus an option to purchase from Temple-Inland Inc. up to 900,000
     additional Upper DECS to cover over-allotments.



                  In accordance with the terms of a Purchase Contract
Agreement, to be dated as of May 1, 2002 (the "Purchase Contract
Agreement"), between the Company and JPMorgan Chase Bank, as purchase
contract agent (the "Purchase Contract Agent"), the Senior Notes
constituting a part of the Upper DECS will be pledged by the Purchase
Contract Agent, on behalf of the holders of the Upper DECS, to Bank One
Trust Company, N.A., as collateral agent (the "Collateral Agent"), pursuant
to a Pledge Agreement, to be dated as of May 1, 2002 (the "Pledge
Agreement"), among the Company, the Purchase Contract Agent, the Collateral
Agent and Bank One Trust Company, N.A., as custodial agent (the "Custodial
Agent") and securities intermediary (the "Securities Intermediary"), to
secure the holders' obligation to purchase Issuable Common Stock under the
Purchase Contracts constituting part of the Upper DECS, to be dated as of
May 1, 2002, between the holders of the Upper DECS and the Company (the
"Purchase Contracts"). The rights and obligations of a holder of Upper DECS
in respect of Senior Notes (subject to the pledge thereof) and Purchase
Contracts will initially be evidenced by an Upper DECS Certificate (as
defined in the Purchase Contract Agreement).

                  The Senior Notes will be issued pursuant to the
Indenture, dated as of September 1, 1986, between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank),
as Trustee (the "Trustee"), as amended by the First Supplemental Indenture,
dated as of April 15, 1988, the Second Supplemental Indenture, dated as of
December 27, 1990, and the Third Supplemental Indenture, dated as of May 9,
1991 (as so amended, the "Indenture").

                  Pursuant to a Remarketing Agreement (the "Remarketing
Agreement") to be entered into among the Company, the Purchase Contract
Agent and a financial institution to be selected by the Company to act as
reset agent and remarketing agent (in such capacities, the "Remarketing
Agent"), the Senior Notes or other Pledged Securities (as defined below)
will be remarketed, subject to certain terms and conditions.

                  As used in this Agreement, "Transaction Documents" shall
mean, collectively, the Purchase Contract Agreement, the Indenture, the
Pledge Agreement and the Remarketing Agreement.

                  To the extent there are no additional Underwriters listed
on Schedule I other than you, the term Representatives as used herein shall
mean you, as Underwriters, and the terms Representatives and Underwriters
shall mean either the singular or plural as the context requires. Any
reference herein to the Registration Statement, a Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 that were
filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of such Preliminary Prospectus or
the Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement, or the issue date
of any Preliminary Prospectus or the Prospectus, as the case may be, deemed
to be incorporated therein by reference. Certain terms used herein are
defined in Section 17 hereof.

                  1. Representations and Warranties. The Company represents
and warrants to, and agrees with, each Underwriter as set forth below in
this Section 1.

                  (a) The Company meets the requirements for use of Form
         S-3 under the Act and has prepared and filed with the Commission a
         registration statement (file number 333-84120) on Form S-3,
         including the related Base Prospectus, for registration under the
         Act of the offering and sale of the Securities. The Company may
         have filed one or more amendments thereto, including the related
         Base Prospectus, each of which has previously been furnished to
         you. The Company will next file with the Commission the Prospectus
         in accordance with Rules 430A and 424(b). The Company has included
         in such registration statement, as amended at the Effective Date,
         all information (other than Rule 430A Information) required by the
         Act and the rules thereunder to be included in such registration
         statement and the Prospectus. As filed, the Prospectus shall
         contain all Rule 430A Information, together with all other such
         required information, and, except to the extent the
         Representatives shall agree in writing to a modification, shall be
         in all substantive respects in the form furnished to you prior to
         the Execution Time or, to the extent not completed at the
         Execution Time, shall contain only such specific additional
         information and other changes (beyond that contained in the latest
         Preliminary Prospectus) as the Company has advised you, prior to
         the Execution Time, will be included or made therein.

                  (b) On the Effective Date, the Registration Statement
         did, and when the Prospectus is first filed (if required) in
         accordance with Rule 424(b) and on the Closing Date (as defined
         herein) and on any date on which Option Securities are purchased,
         if such date is not the Closing Date (a "settlement date"), the
         Prospectus (and any supplement thereto) will, comply in all
         material respects with the applicable requirements of the Act and
         the Exchange Act and the respective rules thereunder; on the
         Effective Date and at the Execution Time, the Registration
         Statement did not or will not contain any untrue statement of a
         material fact or omit to state any material fact required to be
         stated therein or necessary in order to make the statements
         therein not misleading; and, on the date of any filing pursuant to
         Rule 424(b) and on the Closing Date and any settlement date, the
         Prospectus (together with any supplement thereto) will not include
         any untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading; provided, however, that the Company makes no
         representations or warranties as to the information contained in
         or omitted from the Registration Statement or the Prospectus (or
         any supplement thereto) in reliance upon and in conformity with
         information furnished in writing to the Company by or on behalf of
         any Underwriter through the Representatives specifically for
         inclusion in the Registration Statement or the Prospectus (or any
         supplement thereto).

                  (c) Each of the Company and the subsidiaries listed on
         Schedule II attached hereto (each a "Significant Subsidiary" and,
         together, the "Significant Subsidiaries") has been duly
         incorporated and is validly existing as a corporation in good
         standing under the laws of the jurisdiction in which it is
         chartered or organized with full corporate power and authority to
         own or lease, as the case may be, and to operate its properties
         and conduct its business as described in the Prospectus, and is
         duly qualified to do business as a foreign corporation and is in
         good standing under the laws of each jurisdiction which requires
         such qualification, except where the failure to so qualify or be
         in good standing could not be reasonably expected to have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business (a "Material
         Adverse Effect").

                  (d) All the outstanding shares of capital stock of each
         Significant Subsidiary have been duly and validly authorized and
         issued and are fully paid and nonassessable, and, except as
         otherwise set forth in the Prospectus, all outstanding shares of
         capital stock of the Significant Subsidiaries are owned by the
         Company either directly or through wholly owned subsidiaries free
         and clear of any perfected security interest or any other security
         interests, claims, liens or encumbrances, except for such security
         interests, claims, liens or encumbrances as contemplated by the
         Credit Agreement, dated as of March 1, 2002, as amended (the
         "March 2002 Credit Agreement"), among the Company, Citibank, N.A.,
         as administrative agent and as collateral agent.

                  (e) The Company's authorized equity capitalization is as
         set forth in the Prospectus; the capital stock of the Company
         conforms in all material respects to the description thereof
         contained in the Prospectus; the outstanding shares of Common
         Stock have been duly and validly authorized and issued and are
         fully paid and nonassessable; the Issuable Common Stock has been
         duly and validly authorized and, when issued and paid for in
         accordance with the Purchase Contracts will be fully paid and
         nonassessable; the Senior Notes have been duly and validly
         authorized, and, when duly executed, authenticated and delivered,
         will constitute valid and legally binding obligations of the
         Company, enforceable against the Company in accordance with their
         terms, except as enforceability may be limited by applicable
         bankruptcy, reorganization, insolvency, moratorium, fraudulent
         conveyance or other laws affecting creditors' rights generally
         from time to time in effect and to general principles of equity
         (regardless of whether enforceability is considered at law or in
         equity), and will be in the form contemplated by, and will be
         entitled to the benefits of, the Indenture; and the Securities
         have been duly and validly authorized, and, when duly executed,
         authenticated and delivered to and paid for by the Underwriters
         pursuant to this Agreement, will be fully paid and nonassessable
         and will constitute valid and legally binding obligations of the
         Company, enforceable against the Company in accordance with their
         terms, except as enforceability may be limited by applicable
         bankruptcy, reorganization, insolvency, moratorium, fraudulent
         conveyance or other laws affecting creditors' rights generally
         from time to time in effect and to general principles of equity
         (regardless of whether enforceability is considered at law or in
         equity), and will be in the form contemplated by, and will be
         entitled to the benefits of, the Purchase Contract Agreement; the
         certificates for the Securities are in valid and sufficient form;
         and, except as set forth in the Prospectus (exclusive of any
         supplement thereto), the holders of outstanding shares of capital
         stock of the Company are not entitled to preemptive or other
         rights to subscribe for Common Stock or the Securities; and,
         except as set forth in the Prospectus, no options, warrants or
         other rights to purchase, agreements or other obligations to
         issue, or rights to convert any obligations into or exchange any
         securities for, shares of capital stock of or ownership interests
         in the Company are outstanding.

                  (f) The Securities are duly listed, and admitted and
         authorized for trading, subject to official notice of issuance and
         evidence of satisfactory distribution, on the New York Stock
         Exchange.

                  (g) There is no franchise, contract or other document of
         a character required to be described in the Registration Statement
         or Prospectus, or to be filed as an exhibit thereto, which is not
         described or filed as required.

                  (h) This Agreement has been duly authorized, executed and
         delivered by the Company.

                  (i) The Purchase Contract Agreement has been duly
         authorized by the Company and, at the Closing Date, when duly
         executed and delivered by the Company and assuming due
         authorization, execution and delivery thereof by the Purchase
         Contract Agent, will constitute a valid and legally binding
         obligation of the Company, enforceable against the Company in
         accordance with its terms, except as enforceability may be limited
         by applicable bankruptcy, reorganization, insolvency, moratorium,
         fraudulent conveyance or other laws affecting creditors' rights
         generally from time to time in effect and to general principles of
         equity (regardless of whether enforceability is considered in a
         proceeding at law or in equity); and the Purchase Contract
         Agreement will conform in all material respects to the description
         thereof contained in the Prospectus.

                  (j) The Purchase Contracts have been duly authorized by
         the Company and, when duly executed, authenticated and delivered
         in accordance with the Purchase Contract Agreement and paid for in
         accordance with the terms of this Agreement, will constitute valid
         and legally binding obligations of the Company, enforceable
         against the Company in accordance with their terms, except as
         enforceability may be limited by applicable bankruptcy,
         reorganization, insolvency, moratorium, fraudulent conveyance or
         other laws affecting creditors' rights generally from time to time
         in effect and to general principles of equity (regardless of
         whether enforceability is considered in a proceeding at law or in
         equity); the Purchase Contracts will conform in all material
         respects to the description thereof contained in the Prospectus;
         and the issuance of the Purchase Contracts is not subject to any
         preemptive or similar rights.

                  (k) The Remarketing Agreement has been duly authorized by
         the Company and, at the date of the Remarketing Agreement and at
         the Remarketing Closing Date (as defined in the Remarketing
         Agreement) when executed and delivered by the Company and assuming
         due authorization, execution and delivery thereof by the Purchase
         Contract Agent and the Remarketing Agent, will constitute a valid
         and legally binding obligation of the Company, enforceable against
         the Company in accordance with its terms, except as enforceability
         may be limited by applicable bankruptcy, reorganization,
         insolvency, moratorium, fraudulent conveyance or other laws
         affecting creditors' rights generally from time to time in effect
         and to general principles of equity (regardless of whether
         enforceability is considered in a proceeding at law or in equity);
         and the Remarketing Agreement will conform in all material
         respects to the description thereof contained in the Prospectus.

                  (l) The Pledge Agreement has been duly authorized by the
         Company and, at the Closing Date, when executed and delivered by
         the Company and assuming due authorization, execution and delivery
         thereof by the Collateral Agent and the Purchase Contract Agent,
         will constitute a valid and legally binding obligation of the
         Company, enforceable against the Company in accordance with its
         terms, except as enforceability may be limited by applicable
         bankruptcy, reorganization, insolvency, moratorium, fraudulent
         conveyance or other laws affecting creditors' rights generally
         from time to time in effect and to general principles of equity
         (regardless of whether enforceability is considered in a
         proceeding at law or in equity); and the Pledge Agreement will
         conform in all material respects to the description thereof
         contained in the Prospectus.

                  (m) The Pledge Agreement creates, as collateral security
         for the performance when due by the holders from time to time of
         the Upper DECS of their respective obligations under the Purchase
         Contracts constituting part of such Upper DECS, a legal, valid and
         perfected security interest (as defined in the Uniform Commercial
         Code, as adopted and in effect in the State of New York (the "New
         York UCC")) in favor of the Collateral Agent for the benefit of
         the Company, in the right, title and interest of such holders in
         the securities and other assets and interests pledged to the
         Collateral Agent pursuant to the Pledge Agreement (the "Pledged
         Securities").

                  (n) The Indenture has been duly authorized, executed and
         delivered by the Company and is a valid and legally binding
         agreement of the Company, enforceable against the Company in
         accordance with its terms, except as enforceability may be limited
         by applicable bankruptcy, reorganization, insolvency, moratorium,
         fraudulent conveyance or other laws affecting creditors' rights
         generally from time to time in effect and to general principles of
         equity (regardless of whether enforceability is considered in a
         proceeding at law or in equity), and will conform in all material
         respects to the description thereof in the Prospectus.

                  (o) The Company is not and, after giving effect to the
         offering and sale of the Securities and the application of the
         proceeds thereof as described in the Prospectus, will not be an
         "investment company" as defined in the Investment Company Act of
         1940, as amended.

                  (p) No consent, approval, authorization, filing with or
         order of any court or governmental agency or body is required in
         connection with the transactions contemplated herein, except such
         as have been obtained under the Act and the Trust Indenture Act
         and such as may be required under the blue sky laws of any
         jurisdiction in connection with the purchase and distribution of
         the Securities by the Underwriters in the manner contemplated
         herein and in the Prospectus.

                  (q) Neither the issue and sale of the Securities nor the
         consummation of any other of the transactions herein contemplated
         nor the fulfillment of the terms hereof will conflict with, result
         in a breach or violation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any of
         the Significant Subsidiaries pursuant to, (i) the charter or
         by-laws of the Company or any of the Significant Subsidiaries,
         (ii) the terms of any indenture, contract, lease, mortgage, deed
         of trust, note agreement, loan agreement or other agreement,
         obligation, condition, covenant or instrument to which the Company
         or any of the Significant Subsidiaries is a party or bound or to
         which its or their property is subject, or (iii) any statute, law,
         rule, regulation, judgment, order or decree applicable to the
         Company or any of the Significant Subsidiaries of any court,
         regulatory body, administrative agency, governmental body,
         arbitrator or other authority having jurisdiction over the Company
         or any of the Significant Subsidiaries or any of its or their
         properties, except, with respect to clauses (ii) or (iii) above,
         for such conflicts, breaches, defaults, liens, charges,
         encumbrances or violations that could not be reasonably be
         expected to result in a Material Adverse Effect or to materially
         adversely affect the performance of this Agreement or the
         consummation of the transactions contemplated hereby.

                  (r) No holders of securities of the Company have rights
         to the registration of such securities under the Registration
         Statement.

                  (s) The consolidated historical financial statements and
         schedules of the Company and its consolidated subsidiaries
         included in the Prospectus and the Registration Statement present
         fairly in all material respects the financial condition, results
         of operations and cash flows of the Company as of the dates and
         for the periods indicated, comply as to form with the applicable
         accounting requirements of the Act and have been prepared in
         conformity with generally accepted accounting principles applied
         on a consistent basis throughout the periods involved (except as
         otherwise noted therein). The selected financial data set forth
         under the caption "Selected Financial Data" in the Prospectus and
         Registration Statement fairly present, on the basis stated in the
         Prospectus and the Registration Statement, the information
         included therein. The unaudited pro forma combined financial
         statements included in the Prospectus and the Registration
         Statement include assumptions that provide a reasonable basis for
         presenting the significant effects directly attributable to the
         transactions and events described therein, the related pro forma
         adjustments give appropriate effect to those assumptions, and the
         pro forma adjustments reflect the proper application of those
         adjustments to the historical financial statement amounts in the
         unaudited pro forma combined financial statements included in the
         Prospectus and the Registration Statement. The unaudited pro forma
         combined financial statements included in the Prospectus and the
         Registration Statement comply as to form in all material respects
         with the applicable accounting requirements of Regulation S-X
         under the Act and the pro forma adjustments have been properly
         applied to the historical amounts in the compilation of those
         statements.

                  (t) No action, suit or proceeding by or before any court
         or governmental agency, authority or body or any arbitrator
         involving the Company or any of its subsidiaries or its or their
         property is pending or, to the best knowledge of the Company,
         threatened that (i) could reasonably be expected to have a
         material adverse effect on the performance of this Agreement or
         the consummation of any of the transactions contemplated hereby or
         (ii) could reasonably be expected to have a Material Adverse
         Effect, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).

                  (u) Each of the Company and each of the Significant
         Subsidiaries owns or leases all such properties as are necessary
         to the conduct of its operations as presently conducted.

                  (v) Neither the Company nor any Significant Subsidiary is
         in violation or default of (i) any provision of its charter or
         bylaws, (ii) the terms of any indenture, contract, lease,
         mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which
         it is a party or bound or to which its property is subject, or
         (iii) any statute, law, rule, regulation, judgment, order or
         decree of any court, regulatory body, administrative agency,
         governmental body, arbitrator or other authority having
         jurisdiction over the Company or such Significant Subsidiary or
         any of its properties, as applicable, except, with respect to
         clauses (ii) and (iii) above, for such violations or defaults that
         could not reasonably be expected to have a Material Adverse
         Effect.

                  (w) Ernst & Young, LLP, who have audited certain
         financial statements of the Company and its consolidated
         subsidiaries and delivered their report with respect to the
         audited consolidated financial statements and schedules included
         in the Prospectus, are independent public accountants with respect
         to the Company within the meaning of the Act and the applicable
         published rules and regulations thereunder.

                  (x) There are no transfer taxes or other similar fees or
         charges under Federal law or the laws of any state, or any
         political subdivision thereof, required to be paid in connection
         with the execution and delivery of this Agreement or the issuance
         by the Company or sale by the Company of the Securities.

                  (y) No labor problem or dispute with the employees of the
         Company or any of its Significant Subsidiaries exists or, to the
         knowledge of the Company, is threatened or imminent.

                  (z) No Significant Subsidiary of the Company is currently
         prohibited, directly or indirectly, from paying any dividends to
         the Company, from making any other distribution on such
         subsidiary's capital stock, from repaying to the Company any loans
         or advances to such subsidiary from the Company or from
         transferring any of such subsidiary's property or assets to the
         Company or any other subsidiary of the Company, except as
         described in or contemplated by the Prospectus.

                  (aa) The Company and its consolidated subsidiaries
         possess all licenses, certificates, permits and other
         authorizations issued by the appropriate federal, state or foreign
         regulatory authorities necessary to conduct their respective
         businesses, and neither the Company nor any such subsidiary has
         received any notice of proceedings relating to the revocation or
         modification of any such certificate, authorization or permit
         which, singly or in the aggregate, if the subject of an
         unfavorable decision, ruling or finding, would have a Material
         Adverse Effect, except as set forth in or contemplated in the
         Prospectus (exclusive of any supplement thereto).

                  (bb) The Company has not taken, directly or indirectly,
         any action that has constituted or that was designed to or might
         reasonably be expected to cause or result in, under the Exchange
         Act or otherwise, the stabilization or manipulation of the price
         of any security of the Company to facilitate the sale or resale of
         the Securities.

                  (cc) The Company and its Significant Subsidiaries (i) are
         in compliance with any and all applicable foreign, federal, state
         and local laws and regulations relating to the protection of human
         health and safety, the environment or hazardous or toxic
         substances or wastes, pollutants or contaminants ("Environmental
         Laws"), (ii) have received and are in compliance with all permits,
         licenses or other approvals required of them under applicable
         Environmental Laws to conduct their respective businesses and
         (iii) have not received notice of any actual or potential
         liability for the investigation or remediation of any disposal or
         release of hazardous or toxic substances or wastes, pollutants or
         contaminants, except where such non-compliance with Environmental
         Laws, failure to receive required permits, licenses or other
         approvals, or liability would not, individually or in the
         aggregate, have a Material Adverse Effect, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement
         thereto).

                  (dd) The Significant Subsidiaries are the only
         significant subsidiaries of the Company as defined by Rule 1-02(w)
         of Regulation S-X.

                  (ee) Except as set forth in or contemplated in the
         Prospectus (exclusive of any supplement thereto) or publicly
         announced, no "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the
         Act) has (A) taken any action to, or to the Company's knowledge,
         threatened to decrease the rating of any debt securities of the
         Company or any of its subsidiaries or (B) given any notice of any
         intended or potential decrease in any such rating or of a possible
         change in any such rating that does not indicate the direction of
         the possible change.

         Any certificate signed by any officer of the Company and delivered
to the Representatives or counsel for the Underwriters in connection with
the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each
Underwriter.

                  2. Purchase and Sale. (a) Subject to the terms and
conditions and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the
Company, at a purchase price of $48.50 per Upper DECS, the amount of the
Underwritten Securities set forth opposite such Underwriter's name in
Schedule I hereto.

                  (b) Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company
hereby grants an option to the several Underwriters to purchase, severally
and not jointly, up to 900,000 Option Securities at the same purchase price
per Upper DECS as the Underwriters shall pay for the Underwritten
Securities. Said option may be exercised only to cover over-allotments in
the sale of the Underwritten Securities by the Underwriters. Said option
may be exercised in whole or in part at any time on or before the 13th day
after the date of the Prospectus upon written or telegraphic notice by the
Representatives to the Company setting forth the number of Option
Securities as to which the several Underwriters are exercising the option
and the settlement date (which must be on or before the 13th day after the
Closing Date). The number of Option Securities to be purchased by each
Underwriter shall be the same percentage of the total number of Option
Securities to be purchased by the several Underwriters as such Underwriter
is purchasing of the Underwritten Securities, subject to such adjustments
as you in your absolute discretion shall make to eliminate any fractional
Upper DECS.

                  3. Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided
for in Section 2(b) hereof shall have been exercised on or before the third
Business Day prior to the Closing Date) shall be made at 10:00 AM, New York
City time, on May 1, 2002, or at such time on such later date not more than
three Business Days after the foregoing date as the Representatives shall
designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such
date and time of delivery and payment for the Securities being herein
called the "Closing Date"). Delivery of the Securities shall be made to the
Representatives for the respective accounts of the several Underwriters
against payment by the several Underwriters through the Representatives of
the purchase price thereof to or upon the order of the Company by wire
transfer payable in same-day funds to an account specified by the Company.
Delivery of the Underwritten Securities and the Option Securities shall be
made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

                  If the option provided for in Section 2(b) hereof is
exercised after the third Business Day prior to the Closing Date, the
Company will deliver the Option Securities (at the expense of the Company)
to the Representatives, at 388 Greenwich Street, New York, New York, on the
date specified by the Representatives (which shall be within three Business
Days after exercise of said option) for the respective accounts of the
several Underwriters, against payment by the several Underwriters through
the Representatives of the purchase price thereof to or upon the order of
the Company by wire transfer payable in same-day funds to an account
specified by the Company. If settlement for the Option Securities occurs
after the Closing Date, the Company will deliver to the Representatives on
the settlement date for the Option Securities, and the obligation of the
Underwriters to purchase the Option Securities shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as
of such date the opinions, certificates and letters delivered on the
Closing Date pursuant to Section 6 hereof.

                  4. Offering by Underwriters. It is understood that the
several Underwriters propose to offer the Securities for sale to the public
as set forth in the Prospectus.

                  5. Agreements. The Company agrees with the several
Underwriters that:

                  (a) The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time,
         and any amendment thereof, to become effective. Prior to the
         termination of the offering of the Securities, the Company will
         not file any amendment of the Registration Statement or supplement
         to the Prospectus or any Rule 462(b) Registration Statement unless
         the Company has furnished you a copy for your review prior to
         filing and will not file any such proposed amendment or supplement
         to which you reasonably object. Subject to the foregoing sentence,
         if the Registration Statement has become or becomes effective
         pursuant to Rule 430A, or filing of the Prospectus is otherwise
         required under Rule 424(b), the Company will cause the Prospectus,
         properly completed, and any supplement thereto to be filed with
         the Commission pursuant to the applicable paragraph of Rule 424(b)
         within the time period prescribed and will provide evidence
         satisfactory to the Representatives of such timely filing. The
         Company will promptly advise the Representatives (1) when the
         Registration Statement, if not effective at the Execution Time,
         shall have become effective, (2) when the Prospectus, and any
         supplement thereto, shall have been filed (if required) with the
         Commission pursuant to Rule 424(b) or when any Rule 462(b)
         Registration Statement shall have been filed with the Commission,
         (3) when, prior to termination of the offering of the Securities,
         any amendment to the Registration Statement shall have been filed
         or become effective, (4) of any request by the Commission or its
         staff for any amendment of the Registration Statement, or any Rule
         462(b) Registration Statement, or for any supplement to the
         Prospectus or for any additional information, (5) of the issuance
         by the Commission of any stop order suspending the effectiveness
         of the Registration Statement or the institution or threatening of
         any proceeding for that purpose and (6) of the receipt by the
         Company of any notification with respect to the suspension of the
         qualification of the Securities for sale in any jurisdiction or
         the institution or threatening of any proceeding for such purpose.
         The Company will use its best efforts to prevent the issuance of
         any such stop order or the suspension of any such qualification
         and, if issued, to obtain as soon as possible the withdrawal
         thereof.

                  (b) If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event
         occurs as a result of which the Prospectus as then supplemented
         would include any untrue statement of a material fact or omit to
         state any material fact necessary to make the statements therein
         in the light of the circumstances under which they were made not
         misleading, or if it shall be necessary to amend the Registration
         Statement or supplement the Prospectus to comply with the Act or
         the Exchange Act or the respective rules thereunder, the Company
         promptly will (1) notify the Representatives of such event, (2)
         prepare and file with the Commission, subject to the second
         sentence of paragraph (a) of this Section 5, an amendment or
         supplement which will correct such statement or omission or effect
         such compliance and (3) supply any supplemented Prospectus to you
         in such quantities as you may reasonably request.

                  (c) As soon as practicable, the Company will make
         generally available to its security holders and to the
         Representatives an earnings statement or statements of the Company
         and its subsidiaries that will satisfy the provisions of Section
         11(a) of the Act and Rule 158 under the Act.

                  (d) The Company will furnish to the Representatives and
         counsel for the Underwriters, without charge, signed (but not
         original) copies of the Registration Statement (including exhibits
         thereto) and to each other Underwriter a copy of the Registration
         Statement (without exhibits thereto) and, so long as delivery of a
         prospectus by an Underwriter or dealer may be required by the Act,
         as many copies of each Preliminary Prospectus and the Prospectus
         and any supplement thereto as the Representatives may reasonably
         request. The Company will pay the expenses of printing or other
         production of all documents relating to the offering.

                  (e) The Company will arrange, if necessary, for the
         qualification of the Securities for sale under the laws of such
         jurisdictions as the Representatives may designate, will maintain
         such qualifications in effect so long as required for the
         distribution of the Securities and will pay any fee of the
         National Association of Securities Dealers, Inc., in connection
         with its review of the offering; provided that in no event shall
         the Company be obligated to qualify to do business in any
         jurisdiction where it is not now so qualified or to take any
         action that would subject it to service of process in suits, other
         than those arising out of the offering or sale of the Securities,
         in any jurisdiction where it is not now so subject.

                  (f) The Company will not, without the prior written
         consent of Salomon Smith Barney Inc., offer, sell, contract to
         sell, pledge, or otherwise dispose of, (or enter into any
         transaction which is designed to, or might reasonably be expected
         to, result in the disposition (whether by actual disposition or
         effective economic disposition due to cash settlement or
         otherwise) by the Company or any affiliate of the Company or any
         person in privity with the Company or any affiliate of the
         Company) directly or indirectly, including the filing (or
         participation in the filing) of a registration statement with the
         Commission in respect of, or establish or increase a put
         equivalent position or liquidate or decrease a call equivalent
         position within the meaning of Section 16 of the Exchange Act, any
         other shares of its Common Stock or any securities convertible
         into, or exercisable, or exchangeable for, shares of its Common
         Stock; or publicly announce an intention to effect any such
         transaction, for a period of 90 days after the Execution Time,
         provided, however, that (A) the Company may issue and sell its
         Common Stock in the concurrent offering contemplated by the
         Prospectus and (B) the Company may issue and sell Common Stock
         pursuant to any employee stock option plan, stock ownership plan
         or dividend reinvestment plan of the Company in effect at the
         Execution Time and the Company may issue Common Stock issuable
         upon the conversion of securities or the exercise of warrants
         outstanding at the Execution Time.

                  (g) The Company will not take, directly or indirectly,
         any action designed to or which has constituted or which might
         reasonably be expected to cause or result, under the Exchange Act
         or otherwise, in stabilization or manipulation of the price of any
         security of the Company to facilitate the sale or resale of the
         Securities.

                  (h) The Company agrees to pay the costs and expenses
         relating to the following matters: (i) the preparation, printing
         or reproduction and filing with the Commission of the Registration
         Statement (including financial statements and exhibits thereto),
         each Preliminary Prospectus, the Prospectus and each amendment or
         supplement to any of them; (ii) the printing (or reproduction) and
         delivery (including postage, air freight charges and charges for
         counting and packaging) of such copies of the Registration
         Statement, each Preliminary Prospectus, the Prospectus and all
         amendments or supplements to any of them, as may, in each case, be
         reasonably requested for use in connection with the offering and
         sale of the Securities; (iii) the preparation, printing,
         authentication, issuance and delivery of certificates for the
         Securities, including any stamp or transfer taxes in connection
         with the original issuance and sale of the Securities; (iv) the
         printing (or reproduction) and delivery of this Agreement, any
         blue sky memorandum and all other agreements or documents printed
         (or reproduced) and delivered in connection with the offering of
         the Securities; (v) the registration of the Securities under the
         Exchange Act; (vi) any registration or qualification of the
         Securities for offer and sale under the securities or blue sky
         laws of the several states (including filing fees and the
         reasonable fees and expenses of counsel for the Underwriters
         relating to such registration and qualification); (vii) any
         filings required to be made with the National Association of
         Securities Dealers, Inc. (including filing fees and the reasonable
         fees and expenses of counsel for the Underwriters relating to such
         filings); (viii) the transportation and other expenses incurred by
         or on behalf of Company representatives in connection with
         presentations to prospective purchasers of the Securities; (ix)
         the fees and expenses of the Company's accountants and the fees
         and expenses of counsel (including local and special counsel) for
         the Company; and (x) all other costs and expenses incident to the
         performance by the Company of its obligations hereunder.

                  6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Securities and
the Option Securities, as the case may be, shall be subject to the accuracy
of the representations and warranties on the part of the Company contained
herein as of the Execution Time, the Closing Date and any settlement date
pursuant to Section 3 hereof, to the accuracy of the statements of the
Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the
following additional conditions:

                  (a) If filing of the Prospectus, or any supplement
         thereto, is required pursuant to Rule 424(b), the Prospectus, and
         any such supplement, will be filed in the manner and within the
         time period required by Rule 424(b); and no stop order suspending
         the effectiveness of the Registration Statement shall have been
         issued and no proceedings for that purpose shall have been
         instituted or threatened.

                  (b) The Company shall have requested and caused Skadden,
         Arps, Slate, Meagher & Flom LLP, counsel for the Company, to have
         furnished to the Representatives their opinion, dated the Closing
         Date and addressed to the Representatives, to the effect that:

                           (i) this Agreement has been duly authorized,
                  executed and delivered by the Company;

                           (ii) the Purchase Contract Agreement has been
                  duly authorized, executed and delivered by the Company
                  and, assuming due authorization, execution and delivery
                  thereof by the Purchase Contract Agent, is a valid and
                  binding agreement of the Company, enforceable against the
                  Company in accordance with its terms, except as
                  enforceability may be limited by applicable bankruptcy,
                  reorganization, insolvency, moratorium or other laws
                  affecting creditors' rights generally from time to time
                  in effect and to general principles of equity (regardless
                  of whether enforcement is sought in equity or at law);

                           (iii) the Purchase Contracts have been duly
                  authorized, executed and delivered by the Company in
                  accordance with its terms and is a valid and binding
                  agreement of the Company, enforceable against the Company
                  in accordance with their terms, except as enforceability
                  may be limited by applicable bankruptcy, reorganization,
                  insolvency, moratorium or other laws affecting creditors'
                  rights generally from time to time in effect and to
                  general principles of equity (regardless of whether
                  enforcement is sought in equity or at law);

                           (iv) the form of the Remarketing Agreement has
                  been duly authorized by the Company;

                           (v) the Pledge Agreement has been duly
                  authorized, executed and delivered by the Company and,
                  assuming due authorization, execution and delivery
                  thereof by the Collateral Agent and the Purchase Contract
                  Agent, is a valid and binding agreement of the Company,
                  enforceable against the Company in accordance with its
                  terms, except as enforceability may be limited by
                  applicable bankruptcy, reorganization, insolvency,
                  moratorium or other laws affecting creditors' rights
                  generally from time to time in effect and to general
                  principles of equity (regardless of whether enforcement
                  is sought in equity or at law);

                           (vi) the Indenture has been duly authorized,
                  executed and delivered by the Company, has been duly
                  qualified under the Trust Indenture Act, and is a valid
                  and binding agreement of the Company, enforceable against
                  the Company in accordance with its terms, except as
                  enforceability may be limited by applicable bankruptcy,
                  reorganization, insolvency, fraudulent conveyance,
                  moratorium or other laws affecting creditors' rights
                  generally from time to time in effect and to general
                  principles of equity (regardless of whether enforcement
                  is sought in equity or at law);

                           (vii) no governmental approval that has not been
                  obtained or taken and is not in full force and effect is
                  required to be obtained in connection with the execution
                  and delivery of each of the Transaction Documents by the
                  Company or the consummation by the Company of the
                  transactions contemplated thereby;

                           (viii) the Securities have been duly authorized
                  by the Company, and, when duly executed, authenticated in
                  accordance with the terms of the Purchase Contract
                  Agreement and delivered to and paid for by the
                  Underwriters pursuant to this Agreement and assuming the
                  certificates evidencing the Upper DECS have been duly
                  executed by the Purchase Contract Agent, will constitute
                  valid and binding obligations of the Company entitled to
                  the benefits of the Purchase Contract Agreement and
                  enforceable against the Company in accordance with their
                  terms, except as enforceability may be limited by
                  applicable bankruptcy, reorganization, insolvency,
                  moratorium or other laws affecting creditors' rights
                  generally from time to time in effect and to general
                  principles of equity (regardless of whether enforcement
                  is sought in equity or at law);

                           (ix) the Senior Notes have been duly authorized
                  by the Company, and, when duly executed, issued and
                  delivered by the Company against payment therefor in
                  accordance with this Agreement and the Indenture, will
                  constitute valid and binding obligations of the Company
                  entitled to the benefits of the Indenture and enforceable
                  against the Company in accordance with their terms,
                  except as enforceability may be limited by applicable
                  bankruptcy, reorganization, insolvency, moratorium or
                  other laws affecting creditors' rights generally from
                  time to time in effect and to general principles of
                  equity (regardless of whether enforcement is sought in
                  equity or at law);

                           (x) the Issuable Common Stock has been duly
                  authorized by the Company and, when issued and delivered
                  by the Company in accordance with the Purchase Contract
                  Agreement and the Purchase Contracts, upon payment of the
                  purchase price specified therein, will be validly issued,
                  fully paid and nonassessable;

                           (xi) the Securities are duly listed, and
                  admitted and authorized for trading, subject to official
                  notice of issuance and evidence of satisfactory
                  distribution, on the New York Stock Exchange;

                           (xii) the Company is not and, solely after
                  giving effect to the offering and sale of the Securities
                  and the application of the proceeds thereof as described
                  in the Prospectus, will not be an "investment company" as
                  defined in the Investment Company Act of 1940, as
                  amended;

                           (xiii) Temple-Inland Financial Services, Inc. is
                  an exempt multiple savings and loan company under the
                  Home Owners' Loan Act of 1939, as amended (the Home
                  Owners' Loan Act), and Guaranty Bank is a federally
                  chartered savings bank under the Home Owners' Loan Act;

                           (xiv) the Registration Statement has become
                  effective under the Act; to the knowledge of such
                  counsel, no stop order suspending the effectiveness of
                  the Registration Statement has been issued, and, to the
                  best knowledge of such counsel, no proceedings for that
                  purpose have been instituted or are pending or
                  threatened; the Registration Statement and the Prospectus
                  (other than the financial statements and other financial
                  information contained therein, as to which such counsel
                  need express no opinion) appeared on their face to be
                  appropriately responsive in all material respects to the
                  applicable requirements of the Act and the Exchange Act
                  and the respective rules thereunder; and such counsel has
                  no reason to believe that on the Effective Date or the
                  date the Registration Statement was last deemed amended
                  the Registration Statement contained any untrue statement
                  of a material fact or omitted to state any material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading or that the Prospectus
                  as of its date and on the Closing Date included or
                  includes any untrue statement of a material fact or
                  omitted or omits to state a material fact necessary to
                  make the statements therein, in the light of the
                  circumstances under which they were made, not misleading
                  (in each case, other than the financial statements and
                  other financial information contained therein, as to
                  which such counsel need express no opinion);

                           (xv) under the Uniform Commercial Code as in
                  effect on the date of such letter in the State of New
                  York (the "New York UCC"), the provisions of the Pledge
                  Agreement are effective to create a valid security
                  interest in each Holder's rights in the Collateral
                  Account (each as defined in the Pledge Agreement), in
                  favor of the Collateral Agent to secure the respective
                  obligations of such Holders under the related Forward
                  Purchase Contract; under the New York UCC, the provisions
                  of the Pledge Agreement are effective to perfect the
                  security interest of the Collateral Agent in the Holders'
                  rights in the Collateral Account;

                           (xvi) each of the Company and the Significant
                  Subsidiaries have been duly incorporated and is validly
                  existing as a corporation in good standing under the laws
                  of the jurisdiction in which it is chartered or organized
                  (other than Guaranty Residential Lending, Inc. for which
                  no such opinion is required);

                           (xvii) the Company has the corporate power and
                  the corporate authority to execute and deliver this
                  Agreement and each of the Transaction Documents and to
                  consummate the transactions contemplated thereby;

                           (xviii) the Company has an authorized
                  capitalization as set forth in the Prospectus and the
                  authorized capital stock of the Company conforms as to
                  legal matters to the description thereof contained in the
                  Prospectus;

                           (xix) the discussion set forth in the Prospectus
                  under the heading "Certain United States Federal Income
                  Tax Consequences" constitutes, in all material respects,
                  a fair and accurate summary of the United States federal
                  income tax consequences of the purchase, ownership and
                  disposition of the Securities, based upon current United
                  States federal income tax law; and

                           (xx) the execution and delivery by the Company
                  of this Agreement and the Transaction Documents and the
                  consummation of the transactions contemplated herein and
                  therein, including the issuance and sale of the
                  Securities will not violate or conflict with, or result
                  in any contravention of, any applicable law.

         In rendering such opinion, such counsel may rely (A) as to matters
         involving the application of laws of any jurisdiction other than
         the State of New York, the State of Delaware or the Federal laws
         of the United States, to the extent they deem proper and specified
         in such opinion, upon the opinion of other counsel of good
         standing whom they believe to be reliable and who are satisfactory
         to counsel for the Underwriters and (B) as to matters of fact, to
         the extent they deem proper, on certificates of responsible
         officers of the Company and public officials. References to the
         Prospectus in this paragraph (b) include any supplements thereto
         at the Closing Date.

                  (c) The Company shall have requested and caused M.
         Richard Warner, Vice President and General Counsel for the
         Company, to have furnished to the Representatives his opinion,
         dated the Closing Date and addressed to the Representatives, to
         the effect that:

                           (i) each of the Company and each of the
                  Significant Subsidiaries has been duly incorporated and
                  is validly existing as a corporation in good standing
                  under the laws of the jurisdiction in which it is
                  chartered or organized, with full corporate power and
                  authority to own or lease, as the case may be, and to
                  operate its properties and conduct its business as
                  described in the Prospectus, and is duly qualified to do
                  business as a foreign corporation and is in good standing
                  under the laws of each other jurisdiction which requires
                  such qualification, except where the failure to so
                  qualify or be in good standing could not reasonably be
                  expected to result in a Material Adverse Effect;

                           (ii) all the outstanding shares of capital stock
                  of each Significant Subsidiary have been duly and validly
                  authorized and issued and are fully paid and
                  nonassessable, and, except as otherwise set forth in the
                  Prospectus, all outstanding shares of capital stock of
                  the Significant Subsidiaries are owned by the Company
                  either directly or through wholly owned subsidiaries free
                  and clear of any perfected security interest and, to the
                  knowledge of such counsel, after due inquiry, any other
                  security interest, claim, lien or encumbrance, except for
                  security interests, claims, liens or encumbrances
                  contemplated by the March 2002 Credit Agreement;

                           (iii) the outstanding shares of Common Stock
                  have been duly and validly authorized and issued and are
                  fully paid and nonassessable;

                           (iv) the holders of outstanding shares of
                  capital stock of the Company are not entitled to exercise
                  any preemptive or other rights to subscribe for Common
                  Stock or the Securities as a result of the transactions
                  contemplated by this Agreement; and, except as set forth
                  in the Prospectus, no options, warrants or other rights
                  to purchase, agreements or other obligations to issue, or
                  rights to convert any obligations into or exchange any
                  securities for, shares of capital stock of or ownership
                  interests in the Company are outstanding;

                           (v) to the knowledge of such counsel, there is
                  no pending or threatened action, suit or proceeding by or
                  before any court or governmental agency, authority or
                  body or any arbitrator involving the Company or any of
                  its subsidiaries or its or their property of a character
                  required to be disclosed in the Registration Statement or
                  the Prospectus which is not adequately described as
                  required, and there is no franchise, contract or other
                  document of a character required to be described in the
                  Registration Statement or Prospectus, or to be filed as
                  an exhibit thereto, which is not described or filed as
                  required;

                           (vi) the issue and sale of the Securities, the
                  execution, delivery and performance of this Agreement and
                  the Transaction Documents, the consummation of the
                  transactions contemplated therein, and the fulfillment of
                  the terms or provisions thereof will not conflict with,
                  result in a breach or violation of or imposition of any
                  lien, charge or encumbrance upon any property or assets
                  of the Company or its Significant Subsidiaries pursuant
                  to, (i) the charter or by-laws of the Company or its
                  Significant Subsidiaries or (ii) the terms of any
                  indenture, contract, lease, mortgage, deed of trust, note
                  agreement, loan agreement or other agreement, obligation,
                  condition, covenant or instrument to which its or their
                  property is subject, or (iii) any statute, law, rule,
                  regulation, judgment, order or decree applicable to the
                  Company or the Significant Subsidiaries or any court,
                  regulatory body, administrative agency, governmental
                  body, arbitrator or other authority having jurisdiction
                  over the Company or the Significant Subsidiaries or any
                  of its or their properties, except, in the case of
                  clauses (ii) or (iii) above, for such conflicts,
                  breaches, defaults, liens, charges, encumbrances or
                  violations that could not reasonably be expected to
                  result in a Material Adverse Effect; and

                           (vii) no holders of securities of the Company
                  have rights to the registration of such securities under
                  the Registration Statement.

                  (d) The Company shall have requested and caused Cravath,
         Swaine & Moore, counsel for the Trustee, to have furnished to the
         Representatives their opinion, dated the Closing Date and
         addressed to the Representatives, to the effect that:

                           (i) the Trustee has been duly incorporated and
                  is validly existing as a banking corporation in good
                  standing under the laws of the State of New York;

                           (ii) the Trustee has the corporate trust power
                  and authority to execute, deliver and perform its duties
                  under the Indenture, has duly executed and delivered the
                  Indenture, and, insofar as the laws governing the trust
                  powers of the trustee are concerned and assuming due
                  authorization, execution and delivery thereof by the
                  Company, the Indenture constitutes a legal, valid and
                  binding agreement of the Trustee, enforceable against the
                  Trustee in accordance with its terms, except as
                  enforceability may be limited by applicable bankruptcy,
                  reorganization, insolvency, fraudulent conveyance,
                  moratorium or other laws affecting creditors' rights
                  generally from time to time in effect and to general
                  principles of equity;

                           (iii) no approval, authorization or other action
                  by, or filing with, any governmental authority of the
                  United States of America or the State of New York having
                  jurisdiction over the trust powers of the Trustee is
                  required in connection with the execution and delivery by
                  the Trustee of the Indenture or the performance by the
                  Trustee of its duties thereunder, except such as have
                  been obtained, taken or made; and

                           (iv) the Senior Notes issued on the date hereof
                  have been duly authenticated by the Trustee.

                  (e) The Company shall have requested and caused Cravath,
         Swaine & Moore, counsel for JPMorgan Chase Bank as Purchase
         Contract Agent, to have furnished to the Representatives their
         opinion, dated the Closing Date and addressed to the
         Representatives, to the effect that:

                           (i) the Purchase Contract Agent has been duly
                  incorporated and is validly existing as a banking
                  corporation in good standing under the laws of the State
                  of New York;

                           (ii) the Purchase Contract Agent has the
                  corporate trust power and authority to execute, deliver
                  and perform its duties under the Purchase Contract
                  Agreement, the Pledge Agreement and the Remarketing
                  Agreement, has duly executed and delivered the Purchase
                  Contract Agreement, the Pledge Agreement and the
                  Remarketing Agreement, and, insofar as the laws governing
                  the trust powers of the Purchase Contract Agent are
                  concerned and assuming due authorization, execution and
                  delivery thereof by the other parties thereto, each of
                  the Purchase Contract Agreement, the Pledge Agreement and
                  the Remarketing Agreement constitutes a legal, valid and
                  binding agreement of the Purchase Contract Agent,
                  enforceable against the Purchase Contract Agent in
                  accordance with its terms, except as enforceability may
                  be limited by applicable bankruptcy, reorganization,
                  insolvency, fraudulent conveyance, moratorium or other
                  laws affecting creditors' rights generally from time to
                  time in effect and to general principles of equity;

                           (iii) no approval, authorization or other action
                  by, or filing with, any governmental authority of the
                  United States of America or the State of New York having
                  jurisdiction over the trust powers of the Purchase
                  Contract Agent is required in connection with the
                  execution and delivery by the Purchase Contract Agent of
                  the Purchase Contract Agreement, the Pledge Agreement or
                  the Remarketing Agreement or the performance by the
                  Purchase Contract Agent of its duties thereunder, except
                  such as have been obtained, taken or made; and

                           (iv) the Securities issued on the date hereof
                  have been duly authenticated by the Purchase Contract
                  Agent.

                  (f) The Company shall have requested and caused the Law
         Department of Bank One Corporation, counsel for the Global
         Corporate Trust Services division of Bank One Trust Company, N.A.
         as Collateral Agent, Custodial Agent and Securities Intermediary
         (together, the "Agents"), to have furnished to the Representatives
         their opinion, dated the Closing Date and addressed to the
         Representatives, to the effect that:

                           (i) the Agents are a banking corporation duly
                  incorporated as a national banking association with all
                  necessary power and authority to execute, deliver and
                  perform its obligations under the Pledge Agreement;

                           (ii) the execution, delivery and performance by
                  the Collateral Agent, the Custodial Agent and the
                  Securities Intermediary of the Pledge Agreement have each
                  been duly authorized by all necessary corporate action on
                  the part of each such Agent; the Pledge Agreement has
                  been duly executed and delivered by the Collateral Agent,
                  the Custodial Agent and the Securities Intermediary and
                  constitutes a valid and legally binding obligation of
                  each of the Agents, enforceable against such Agents in
                  accordance with its terms, except as enforceability may
                  be limited by applicable bankruptcy, reorganization,
                  insolvency, fraudulent conveyance, moratorium or other
                  laws affecting creditors' rights generally from time to
                  time in effect and to general principles of equity
                  (whether considered in a proceeding in equity or at law);

                           (iii) the execution, delivery and performance by
                  the Collateral Agent, the Custodial Agent and the
                  Securities Intermediary of the Pledge Agreement do not
                  violate or constitute a breach of the Articles of
                  Incorporation or By-Laws of any of such Agents; and

                           (iv) no consent of any federal or state banking
                  authority is required for the execution, delivery or
                  performance by the Agents of their respective obligations
                  under the Pledge Agreement.

                  (g) The Representatives shall have received from Cleary,
         Gottlieb, Steen & Hamilton, counsel for the Underwriters, such
         opinion or opinions, dated the Closing Date and addressed to the
         Representatives, with respect to the issuance and sale of the
         Securities, the Registration Statement, the Prospectus (together
         with any supplement thereto) and other related matters as the
         Representatives may reasonably require, and the Company shall have
         furnished to such counsel such documents as they request for the
         purpose of enabling them to pass upon such matters.

                  (h) The Company shall have furnished to the
         Representatives a certificate of the Company, signed by the
         Chairman of the Board or the Chief Administrative Officer and the
         principal financial or accounting officer of the Company, dated
         the Closing Date, to the effect that the signers of such
         certificate have carefully examined the Registration Statement,
         the Prospectus, any supplements to the Prospectus and this
         Agreement and that:

                           (i) the representations and warranties of the
                  Company in this Agreement are true and correct on and as
                  of the Closing Date with the same effect as if made on
                  the Closing Date and the Company has complied with all
                  the agreements and satisfied all the conditions on its
                  part to be performed or satisfied at or prior to the
                  Closing Date;

                           (ii) no stop order suspending the effectiveness
                  of the Registration Statement has been issued and no
                  proceedings for that purpose have been instituted or, to
                  the Company's knowledge, threatened; and

                           (iii) since the date of the most recent
                  financial statements included or incorporated by
                  reference in the Prospectus (exclusive of any supplement
                  thereto), there has been no material adverse effect on
                  the condition (financial or otherwise), prospects,
                  earnings, business or properties of the Company and its
                  subsidiaries, taken as a whole, whether or not arising
                  from transactions in the ordinary course of business,
                  except as set forth in or contemplated in the Prospectus
                  (exclusive of any supplement thereto).

                  (i) The Company shall have requested and caused Ernst &
         Young LLP to have furnished to the Representatives, at the
         Execution Time and at the Closing Date, letters, dated
         respectively as of the Execution Time and as of the Closing Date,
         in form and substance satisfactory to the Representatives,
         confirming that they are independent accountants within the
         meaning of the Act and the Exchange Act and the respective
         applicable rules and regulations adopted by the Commission
         thereunder and stating in effect that:

                           (i) in their opinion the audited financial
                  statements and financial statement schedules included or
                  incorporated by reference in the Registration Statement
                  and the Prospectus and reported on by them comply as to
                  form in all material respects with the applicable
                  accounting requirements of the Act and the Exchange Act
                  and the related rules and regulations adopted by the
                  Commission;

                           (ii) on the basis of a reading of the latest
                  unaudited financial statements made available by the
                  Company and its subsidiaries; carrying out certain
                  specified procedures (but not an examination in
                  accordance with generally accepted auditing standards)
                  which would not necessarily reveal matters of
                  significance with respect to the comments set forth in
                  such letter; a reading of the minutes of the meetings of
                  the stockholders and directors of the Company and the
                  Significant Subsidiaries; and inquiries of certain
                  officials of the Company who have responsibility for
                  financial and accounting matters of the Company and its
                  subsidiaries as to transactions and events subsequent to
                  December 29, 2001, nothing came to their attention which
                  caused them to believe that:

                                (1) any unaudited financial statements
                           included or incorporated by reference in the
                           Registration Statement and the Prospectus do not
                           comply as to form in all material respects with
                           applicable accounting requirements of the Act
                           and with the related rules and regulations
                           adopted by the Commission with respect to
                           financial statements included or incorporated by
                           reference in quarterly reports on Form 10-Q
                           under the Exchange Act; and said unaudited
                           financial statements are not in conformity with
                           generally accepted accounting principles applied
                           on a basis substantially consistent with that of
                           the audited financial statements included or
                           incorporated by reference in the Registration
                           Statement and the Prospectus;

                                (2) with respect to the period subsequent
                           to December 29, 2001, there were any changes, at
                           a specified date not more than five days prior
                           to the date of the letter, in the long-term debt
                           of the Company and its subsidiaries or capital
                           stock of the Company or decreases in the net
                           current assets or shareholders' equity of the
                           Company as compared with the amounts shown on
                           the December 29, 2001 consolidated balance sheet
                           included or incorporated by reference in the
                           Registration Statement and the Prospectus, or
                           for the period from December 30, 2001 to such
                           specified date there were any decreases, as
                           compared with the corresponding period in the
                           preceding year in consolidated net revenues or
                           in the total or per-share amounts of
                           consolidated income before extraordinary items
                           or of consolidated net income of the Company and
                           its subsidiaries, except in all instances for
                           changes or decreases set forth in such letter,
                           in which case the letter shall be accompanied by
                           an explanation by the Company as to the
                           significance thereof unless said explanation is
                           not deemed necessary by the Representatives;

                                (3) the information included or
                           incorporated by reference in the Registration
                           Statement and Prospectus in response to
                           Regulation S-K, Item 301 (Selected Financial
                           Data), Item 302 (Supplementary Financial
                           Information), Item 402 (Executive Compensation)
                           and Item 503(d) (Ratio of Earnings to Fixed
                           Charges) is not in conformity with the
                           applicable disclosure requirements of Regulation
                           S-K; and

                           (iii) they have performed certain other
                  specified procedures as a result of which they determined
                  that certain information of an accounting, financial or
                  statistical nature (which is limited to accounting,
                  financial or statistical information derived from the
                  general accounting records of the Company and its
                  subsidiaries) set forth in the Registration Statement and
                  the Prospectus and in Exhibit 12 to the Registration
                  Statement, including the information set forth under the
                  captions "Selected Financial Data" and "Management's
                  Discussion and Analysis of Financial Condition and
                  Results of Operations" in the Prospectus, the information
                  included or incorporated by reference in Item 11 of the
                  Company's Annual Report on Form 10-K, incorporated by
                  reference in the Registration Statement and the
                  Prospectus, agrees with the accounting records of the
                  Company and its subsidiaries, excluding any questions of
                  legal interpretation; and

                           (iv) on the basis of a reading of the unaudited
                  pro forma financial statements included or incorporated
                  by reference in the Registration Statement and the
                  Prospectus (the "pro forma financial statements");
                  carrying out certain specified procedures; inquiries of
                  certain officials of the Company who have responsibility
                  for financial and accounting matters; and proving the
                  arithmetic accuracy of the application of the pro forma
                  adjustments to the historical amounts in the pro forma
                  financial statements, nothing came to their attention
                  which caused them to believe that the pro forma financial
                  statements do not comply as to form in all material
                  respects with the applicable accounting requirements of
                  Rule 11-02 of Regulation S-X or that the pro forma
                  adjustments have not been properly applied to the
                  historical amounts in the compilation of such statements.

                  References to the Prospectus in this paragraph (i)
include any supplement thereto at the date of the letter.

                  (j) The Company shall have requested and caused Deloitte
         & Touche LLP to have furnished to the Representatives, at the
         Execution Time and at the Closing Date, letters, dated
         respectively as of the Execution Time and as of the Closing Date,
         in form and substance satisfactory to the Representatives,
         confirming that they are independent accountants within the
         meaning of the Act and the Exchange Act and the respective
         applicable rules and regulations adopted by the Commission
         thereunder and that they have performed a review of the unaudited
         interim financial information of Gaylord Container Corp.
         ("Gaylord") for the three-month period ended December 31, 2001,
         and as at December 31, 2001, in accordance with Statement on
         Auditing Standards No. 71, and stating in effect that:

                           (i) in their opinion the audited financial
                  statements and financial statement schedules of Gaylord
                  included or incorporated by reference in the Registration
                  Statement and the Prospectus and reported on by them
                  comply as to form in all material respects with the
                  applicable accounting requirements of the Act and the
                  Exchange Act and the related rules and regulations
                  adopted by the Commission; and

                           (ii) on the basis of their limited review, in
                  accordance with standards established under Statement on
                  Auditing Standards No. 71, of the unaudited interim
                  financial information of Gaylord for the three-month
                  period ended December 31, 2001, and as at December 31,
                  2001, as indicated in their report dated February 14,
                  2002, incorporated by reference in the Registration
                  Statement and the Prospectus, nothing came to their
                  attention which caused them to believe that any unaudited
                  financial statements of Gaylord included or incorporated
                  by reference in the Registration Statement and the
                  Prospectus do not comply as to form in all material
                  respects with applicable accounting requirements of the
                  Act and with the related rules and regulations adopted by
                  the Commission with respect to financial statements
                  included or incorporated by reference in quarterly
                  reports on Form 10-Q under the Exchange Act; and said
                  unaudited financial statements are not in conformity with
                  generally accepted accounting principles applied on a
                  basis substantially consistent with that of the audited
                  financial statements included or incorporated by
                  reference in the Registration Statement and the
                  Prospectus.

                  References to the Prospectus in this paragraph (j)
include any supplement thereto at the date of the letter.

                  (k) Subsequent to the Execution Time or, if earlier, the
         dates as of which information is given in the Registration
         Statement (exclusive of any amendment thereof) and the Prospectus
         (exclusive of any supplement thereto), there shall not have been
         (i) any change or decrease specified in the letter or letters
         referred to in paragraph (i) or (j) of this Section 6 or (ii) any
         change, or any development involving a prospective change, in or
         affecting the condition (financial or otherwise), earnings,
         business or properties of the Company and its subsidiaries, taken
         as a whole, whether or not arising from transactions in the
         ordinary course of business, except as set forth in or
         contemplated in the Prospectus (exclusive of any supplement
         thereto) the effect of which, in any case referred to in clause
         (i) or (ii) above, is, in the sole judgment of the
         Representatives, so material and adverse as to make it impractical
         or inadvisable to proceed with the offering or delivery of the
         Securities as contemplated by the Registration Statement
         (exclusive of any amendment thereof) and the Prospectus (exclusive
         of any supplement thereto).

                  (l) Subsequent to the Execution Time, there shall not
         have been any decrease in the rating of any of the Company's debt
         securities by any "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the
         Act) or any notice given of any intended or potential decrease in
         any such rating or of a possible change in any such rating that
         does not indicate the direction of the possible change.

                  (m) The Securities shall have been listed and admitted
         and authorized for trading on the New York Stock Exchange, and
         satisfactory evidence of such actions shall have been provided to
         the Representatives.

                  (n) At the Execution Time, the Company shall have
         furnished to the Representatives a letter substantially in the
         form of Exhibit A hereto from each executive officer and director
         of the Company addressed to the Representatives.

                  (o) Prior to the Closing Date, the Company shall have
         furnished to the Representatives such further information,
         certificates and documents as the Representatives may reasonably
         request.

                  If any of the conditions specified in this Section 6
shall not have been fulfilled when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any
time prior to, the Closing Date by the Representatives. Notice of such
cancelation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6
shall be delivered at the office of Cleary, Gottlieb, Steen & Hamilton,
counsel for the Underwriters, at One Liberty Plaza, New York, N.Y. 10006 on
the Closing Date.

                  7. Reimbursement of Underwriters' Expenses. If the sale
of the Securities provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 6
hereof is not satisfied, because of any termination pursuant to Section 10
hereof or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally through Salomon Smith Barney on
demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.

                  8. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter and each person who
controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

                  (b) Each Underwriter severally and not jointly agrees to
         indemnify and hold harmless the Company, each of its directors,
         each of its officers who signs the Registration Statement, and
         each person who controls the Company within the meaning of either
         the Act or the Exchange Act, to the same extent as the foregoing
         indemnity from the Company to each Underwriter, but only with
         reference to written information relating to such Underwriter
         furnished to the Company by or on behalf of such Underwriter
         through the Representatives specifically for inclusion in the
         documents referred to in the foregoing indemnity. This indemnity
         agreement will be in addition to any liability which any
         Underwriter may otherwise have. The Company acknowledges that the
         statements set forth in the last paragraph of the cover page
         regarding delivery of the Securities and, under the heading
         "Underwriting," (i) the list of Underwriters and their respective
         participation in the sale of the Securities, (ii) the sentences
         related to concessions and reallowances and (iii) the paragraph
         related to stabilization, syndicate covering transactions and
         penalty bids in any Preliminary Prospectus and the Prospectus
         constitute the only information furnished in writing by or on
         behalf of the several Underwriters for inclusion in any
         Preliminary Prospectus or the Prospectus.

                  (c) Promptly after receipt by an indemnified party under
         this Section 8 of notice of the commencement of any action, such
         indemnified party will, if a claim in respect thereof is to be
         made against the indemnifying party under this Section 8, notify
         the indemnifying party in writing of the commencement thereof; but
         the failure so to notify the indemnifying party (i) will not
         relieve it from liability under paragraph (a) or (b) above unless
         and to the extent it did not otherwise learn of such action and
         such failure results in the forfeiture by the indemnifying party
         of substantial rights and defenses and (ii) will not, in any
         event, relieve the indemnifying party from any obligations to any
         indemnified party other than the indemnification obligation
         provided in paragraph (a) or (b) above. The indemnifying party
         shall be entitled to appoint counsel of the indemnifying party's
         choice at the indemnifying party's expense to represent the
         indemnified party in any action for which indemnification is
         sought (in which case the indemnifying party shall not thereafter
         be responsible for the fees and expenses of any separate counsel
         retained by the indemnified party or parties except as set forth
         below); provided, however, that such counsel shall be satisfactory
         to the indemnified party. Notwithstanding the indemnifying party's
         election to appoint counsel to represent the indemnified party in
         an action, the indemnified party shall have the right to employ
         separate counsel (including local counsel), and the indemnifying
         party shall bear the reasonable fees, costs and expenses of such
         separate counsel if (i) the use of counsel chosen by the
         indemnifying party to represent the indemnified party would
         present such counsel with a conflict of interest, (ii) the actual
         or potential defendants in, or targets of, any such action include
         both the indemnified party and the indemnifying party and the
         indemnified party shall have reasonably concluded that there may
         be legal defenses available to it and/or other indemnified parties
         which are different from or additional to those available to the
         indemnifying party, (iii) the indemnifying party shall not have
         employed counsel satisfactory to the indemnified party to
         represent the indemnified party within a reasonable time after
         notice of the institution of such action or (iv) the indemnifying
         party shall authorize the indemnified party to employ separate
         counsel at the expense of the indemnifying party. An indemnifying
         party will not, without the prior written consent of the
         indemnified parties, settle or compromise or consent to the entry
         of any judgment with respect to any pending or threatened claim,
         action, suit or proceeding in respect of which indemnification or
         contribution may be sought hereunder (whether or not the
         indemnified parties are actual or potential parties to such claim
         or action) unless such settlement, compromise or consent includes
         an unconditional release of each indemnified party from all
         liability arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph
         (a) or (b) of this Section 8 is unavailable to or insufficient to
         hold harmless an indemnified party for any reason, the Company and
         the Underwriters severally agree to contribute to the aggregate
         losses, claims, damages and liabilities (including legal or other
         expenses reasonably incurred in connection with investigating or
         defending same) (collectively "Losses") to which the Company and
         one or more of the Underwriters may be subject in such proportion
         as is appropriate to reflect the relative benefits received by the
         Company on the one hand and by the Underwriters on the other from
         the offering of the Securities; provided, however, that in no case
         shall any Underwriter (except as may be provided in any agreement
         among underwriters relating to the offering of the Securities) be
         responsible for any amount in excess of the underwriting discount
         or commission applicable to the Securities purchased by such
         Underwriter hereunder. If the allocation provided by the
         immediately preceding sentence is unavailable for any reason, the
         Company and the Underwriters severally shall contribute in such
         proportion as is appropriate to reflect not only such relative
         benefits but also the relative fault of the Company on the one
         hand and of the Underwriters on the other in connection with the
         statements or omissions which resulted in such Losses as well as
         any other relevant equitable considerations. Benefits received by
         the Company shall be deemed to be equal to the total net proceeds
         from the offering (before deducting expenses) received by it, and
         benefits received by the Underwriters shall be deemed to be equal
         to the total underwriting discounts and commissions, in each case
         as set forth on the cover page of the Prospectus. Relative fault
         shall be determined by reference to, among other things, whether
         any untrue or any alleged untrue statement of a material fact or
         the omission or alleged omission to state a material fact relates
         to information provided by the Company on the one hand or the
         Underwriters on the other, the intent of the parties and their
         relative knowledge, access to information and opportunity to
         correct or prevent such untrue statement or omission. The Company
         and the Underwriters agree that it would not be just and equitable
         if contribution were determined by pro rata allocation or any
         other method of allocation which does not take account of the
         equitable considerations referred to above. Notwithstanding the
         provisions of this paragraph (d), no person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who was not
         guilty of such fraudulent misrepresentation. For purposes of this
         Section 8, each person who controls an Underwriter within the
         meaning of either the Act or the Exchange Act and each director,
         officer, employee and agent of an Underwriter shall have the same
         rights to contribution as such Underwriter, and each person who
         controls the Company within the meaning of either the Act or the
         Exchange Act, each officer of the Company who shall have signed
         the Registration Statement and each director of the Company shall
         have the same rights to contribution as the Company, subject in
         each case to the applicable terms and conditions of this paragraph
         (d).

                  9. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the Securities
agreed to be purchased by such Underwriter or Underwriters hereunder and
such failure to purchase shall constitute a default in the performance of
its or their obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the respective
proportions which the amount of Securities set forth opposite their names
in Schedule I hereto bears to the aggregate amount of Securities set forth
opposite the names of all the remaining Underwriters) the Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities
set forth in Schedule I hereto, the remaining Underwriters shall have the
right to purchase all, but shall not be under any obligation to purchase
any, of the Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate without
liability to any nondefaulting Underwriter or the Company. In the event of
a default by any Underwriter as set forth in this Section 9, the Closing
Date shall be postponed for such period, not exceeding five Business Days,
as the Representatives shall determine in order that the required changes
in the Registration Statement and the Prospectus or in any other documents
or arrangements may be effected. Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any, to the Company
and any nondefaulting Underwriter for damages occasioned by its default
hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice
given to the Company prior to delivery of and payment for the Securities,
if at any time prior to such time (i) trading in the Company's Common Stock
shall have been suspended by the Commission, the New York Stock Exchange or
the Pacific Exchange or trading in securities generally on the New York
Stock Exchange or the Pacific Exchange shall have been suspended or limited
or minimum prices shall have been established on either of such exchanges,
(ii) a banking moratorium shall have been declared either by Federal or New
York State authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war, or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the
Representatives, impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Prospectus (exclusive of
any supplement thereto).

                  11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
the Company or any of the officers, directors, employees, agents or
controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 7
and 8 hereof shall survive the termination or cancelation of this
Agreement.

                  12. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telefaxed to the Salomon Smith Barney Inc.
General Counsel (fax no.: (212) 816-7912) and confirmed to the General
Counsel, Salomon Smith Barney Inc., at 388 Greenwich Street, New York, New
York, 10013, Attention: General Counsel; or, if sent to the Company, will
be mailed, delivered or telefaxed to Temple-Inland Inc., General Counsel
(Fax no.: (936) 829-3333) and confirmed to it at Temple-Inland Inc.,
General Counsel, 303 South Temple Drive, Diboll, TX 75941.

                  13. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors
and the officers, directors, employees, agents and controlling persons
referred to in Section 8 hereof, and no other person will have any right or
obligation hereunder.

                  14. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New
York.

                  15. Counterparts. This Agreement may be signed in one or
more counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement.

                  16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. Definitions. The terms which follow, when used in
this Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended,
         and the rules and regulations of the Commission promulgated
         thereunder.

                  "Base Prospectus" shall mean the prospectus contained in
         the Registration Statement at the Effective Date.

                  "Business Day" shall mean any day other than a Saturday,
         a Sunday or a legal holiday or a day on which banking institutions
         or trust companies are authorized or obligated by law to close in
         New York City.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or
         become effective.

                  "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended, and the rules and regulations of the Commission
         promulgated thereunder.

                  "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.

                  "Preliminary Prospectus" shall mean any preliminary
         prospectus referred to in paragraph 1(a) above that omits Rule
         430A Information and which describes the Securities and the
         offering thereof and is used prior to filing of the Prospectus,
         together with the Base Prospectus.

                  "Prospectus" shall mean the prospectus supplement
         relating to the Securities that was first filed pursuant to Rule
         424(b) after the Execution Time, together with the Base
         Prospectus.

                  "Registration Statement" shall mean the registration
         statement referred to in paragraph 1(a) above, including exhibits
         and financial statements, as amended at the Execution Time (or, if
         not effective at the Execution Time, in the form in which it shall
         become effective) and, in the event any post-effective amendment
         thereto or any Rule 462(b) Registration Statement becomes
         effective prior to the Closing Date, shall also mean such
         registration statement as so amended or such Rule 462(b)
         Registration Statement, as the case may be. Such term shall
         include any Rule 430A Information deemed to be included therein at
         the Effective Date as provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such
         rules under the Act.

                  "Rule 430A Information" shall mean information with
         respect to the Securities and the offering thereof permitted to be
         omitted from the Registration Statement when it becomes effective
         pursuant to Rule 430A.

                  "Rule 462(b) Registration Statement" shall mean a
         registration statement and any amendments thereto filed pursuant
         to Rule 462(b) relating to the offering covered by the
         registration statement referred to in Section 1(a) hereof.

                  "Trust Indenture Act" shall mean the Trust Indenture Act
         of 1939, as amended, and the rules and regulations of the
         Commission promulgated thereunder.



                  If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent a binding
agreement among the Company and the several Underwriters.

                                            Very truly yours,

                                            Temple-Inland Inc.


                                            By:  /s/ Randall D. Levy
                                               ------------------------------
                                                Name:  Randall D. Levy
                                                Title: Chief Financial Officer




The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

Salomon Smith Barney Inc.
UBS Warburg LLC


By:  Salomon Smith Barney Inc.

By: /s/ John Chrysikopoulos
   ------------------------------
     Name:  John Chrysikopoulos
     Title: Managing Director


For themselves and the other
several Underwriters named
in Schedule I to the foregoing
Agreement.


                                 SCHEDULE I


                                                       Number of Underwritten
  Underwriters                                       Securities to be Purchased

  Salomon Smith Barney Inc.                                      3,420,000

  UBS Warburg LLC                                                  900,000

  ABN Amro Rothschild LLC                                          300,000

  Banc of America Securities LLC                                   300,000

  Banc One Capital Markets, Inc.                                   300,000

  TD Securities (USA) Inc.                                         300,000

  Credit Lyonnais Securities (USA) Inc.                            120,000

  KBC Financial Products USA Inc.                                  120,000

  McDonald Investments Inc., a Key Corp. Company                   120,000

  Scotia Capital (USA) Inc.                                        120,000
                                                               ------------
                                                                 6,000,000
  Total ...................................................... ============



                                SCHEDULE II

Subsidiaries of Temple-Inland Inc.

         Inland Container Corporation I
         Inland Paperboard and Packaging, Inc.
         Gaylord Container Corporation
         Temple-Inland Forest Products Corporation
         Temple-Inland Financial Services, Inc.
         Guaranty Bank
         Guaranty Residential Lending, Inc.



                                                                  EXHIBIT A

                        [Form of Lock-Up Agreement]


          [Letterhead of officer, director or major stockholder of

                            Temple-Inland Inc.]


                             Temple Inland Inc.

                       Public Offering of Upper DECS

                                                             April 25, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC,
As Representatives of the several Underwriters,

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  This letter is being delivered to you in connection with
each of the proposed Underwriting Agreement (the "Common Stock Underwriting
Agreement"), between Temple-Inland Inc., a Delaware corporation (the
"Company"), and each of you as representatives of a group of Underwriters
named in the Common Stock Underwriting Agreement, relating to an
underwritten public offering of Common Stock, par value $1.00 per share
(the "Common Stock"), of the Company and the proposed Underwriting
Agreement (the "Upper DECS Underwriting Agreement" and, together with the
Common Stock Underwriting Agreement, the "Underwriting Agreements"),
between the Company and each of you as representatives of a group of
Underwriters named in the Upper DECS Underwriting Agreement, relating to an
underwritten public offering of the 7.50% Upper DECS, $50 stated amount per
Upper DECS (the "Upper DECS"), of the Company.

                  In order to induce you and the other Underwriters to
enter into the Underwriting Agreements, the undersigned will not, without
the prior written consent of Salomon Smith Barney Inc., offer, sell,
contract to sell, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity
with the undersigned or any affiliate of the undersigned), directly or
indirectly, including the filing (or participation in the filing) of a
registration statement with the Securities and Exchange Commission in
respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder with respect to, any shares of capital stock of the Company or
any securities convertible into or exercisable or exchangeable for such
capital stock, or publicly announce an intention to effect any such
transaction, for a period of 90 days after the date of the Underwriting
Agreements, other than shares of Common Stock disposed of as bona fide
gifts approved by Salomon Smith Barney Inc.

                  If for any reason both Underwriting Agreements shall be
terminated prior to the Closing Date (as defined in the Underwriting
Agreements), the agreement set forth above shall likewise be terminated.

                                       Yours very truly,

                                       [Signature of officer, director or major
                                       stockholder]

        [Name and address of officer, director or major stockholder]








                                                                 Exhibit 5.1

                      [LETTERHEAD OF TEMPLE-INLAND INC.]




                                                     April 30, 2002


Board of Directors
Temple-Inland Inc.
1300 MoPac Expressway South
Austin, Texas 78746


Ladies and Gentlemen:

            I am the Vice President and General Counsel of Temple-Inland
Inc., a Delaware corporation (the "Company"), and I have acted as counsel in
connection with its preparation and filing with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Securities Act"), of a prospectus supplement, dated
April 25, 2002 (the "Prospectus Supplement"), to the prospectus, dated March
25, 2002 (the "Base Prospectus," together with the Prospectus Supplement, the
"Prospectus"), included as part of the Registration Statement on Form S-3 of
the Company, Temple-Inland Trust I and Temple-Inland Trust II (File Nos.
333-84120, 333-84120-01, 333-84120-02) (the "Registration Statement"),
relating to the offering by the Company of up to 3,600,000 shares (including
450,000 shares subject to an over-allotment option) of its common stock (the
"Shares"), par value $1.00 per share (the "Common Stock"). The Company issued
the Common Stock pursuant to that certain underwriting agreement, dated as of
April 25, 2002 (the "Underwriting Agreement"), among the Company and Salomon
Smith Barney Inc. and UBS Warburg LLC as representatives of the several
underwriters (the "Underwriters").

            This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

            In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Base Prospectus, (iii) the Prospectus
Supplement, (iv) the Underwriting Agreement, (v) the documents filed by the
Company pursuant to the Securities Exchange Act of 1934, as amended, and
incorporated by reference into the Prospectus as of the date hereof, (vi) a
specimen certificate evidencing the Common Stock, (vii) the Certificate of
Incorporation, as amended, of the Company, as certified by the Secretary of
State of the State of Delaware, (viii) the Bylaws of the Company, as
currently in effect; and (ix) certain resolutions of the Board of Directors
of the Company and the written consent of the Special Committee thereof. I
have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.

            In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making my
examination of executed documents, I have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the execution
and delivery of such documents by the parties to such documents, and the
validity and binding effect thereof. As to any facts material to the opinions
expressed herein which I did not independently establish or verify, I have
relied upon oral or written statements and representations of officers and
other representatives of the Company and others.

            I am admitted to the bar of the State of Texas and do not express
any opinion as to the laws of any jurisdiction other than the State of Texas,
the corporate laws of the State of Delaware or the federal laws of the United
States of America.

            Based upon the foregoing, I am of the opinion that when the
certificates representing the Shares, in the form of the specimen certificate
that I have examined, have been manually signed by an authorized officer of
the transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar, and delivered through the facilities of The
Depository Trust Company to and paid for by the Underwriters at a price per
share not less than the per share par value of the Common Stock as
contemplated by the Underwriting Agreement, the issuance and sale of the
Shares will have been duly authorized, and the Shares will be validly issued,
fully paid and nonassessable.

            I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to
the reference to the use of my name under the caption "Legal Matters" in
the Registration Statement. In giving this consent, I do not thereby admit
that I am included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.


                                       Very truly yours,


                                       /s/ M. Richard Warner
                                       -----------------------------------
                                       M. Richard Warner
                                       Vice President and General Counsel





                                                                  Exhibit 5.2

                      [LETTERHEAD OF TEMPLE-INLAND INC.]



                                                               April 30, 2002

Board of Directors
Temple-Inland Inc.
1300 MoPac Expressway South
Austin, Texas 78746


Ladies and Gentlemen:

            I am the Vice President and General Counsel of Temple-Inland
Inc., a Delaware corporation (the "Company"), and I have acted as counsel in
connection with its preparation and filing with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Securities Act"), of a prospectus supplement, dated
April 25, 2002 (the "Prospectus Supplement"), to the prospectus, dated March
25, 2002 (the "Base Prospectus," together with the Prospectus Supplement, the
"Prospectus"), included as part of the Registration Statement on Form S-3 of
the Company, Temple-Inland Trust I and Temple-Inland Trust II (File Nos.
333-84120, 333-84120-01, 333-84120-02) (the "Registration Statement"),
relating to the offering by the Company of up to 6,000,000 of its Upper
DECS(sm) (the "Upper DECS"), each with a stated amount of $50. Each Upper
DECS initially consists of (a) a forward purchase contract (a "Forward
Purchase Contract") under which (i) the holder is obligated to purchase from
the Company on May 17, 2005 a number of shares of Temple-Inland common stock,
par value $1.00 per share, of the Company (the "Shares") and (ii) the Company
will pay the holder contract payment adjustments and (b) $50 principal amount
of the Company's senior notes due May 17, 2007 (the "Senior Notes"). The
Company issued the Upper DECS pursuant to that certain underwriting
agreement, dated as of April 25, 2002, (the "Underwriting Agreement"), among
the Company and Salomon Smith Barney Inc. and UBS Warburg LLC, as
representatives of the several underwriters (the "Underwriters").

            This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

            In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Base Prospectus, (iii) the Prospectus
Supplement, (iv) the Underwriting Agreement, (v) the documents filed by the
Company pursuant to the Securities Exchange Act of 1934, as amended, and
incorporated by reference into the Prospectus as of the date hereof, (vi) the
Forward Purchase Contract Agreement, dated May 1, 2002 (the "Forward Purchase
Contract Agreement"), between the Company and JPMorgan Chase Bank, as forward
purchase contract agent (the "Forward Purchase Contract Agent"), (vii) the
Pledge Agreement, dated May 1, 2002, among the Company, Bank One Trust
Company, as collateral agent, custodial agent and securities intermediary,
and the Forward Purchase Contract Agent, (viii) the form of Remarketing
Agreement to be entered into among the Company, the Forward Purchase Contract
Agent and a remarketing agent, (ix) the Indenture, dated September 1, 1986,
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank and Chemical Bank), as trustee (the "Trustee"), as amended by
the first supplemental indenture, dated as of April 15, 1988, the second
supplemental indenture, dated as of December 27, 1990, and the third
supplemental indenture, dated as of May 9, 1991, (x) a specimen certificate
evidencing the Upper DECS, including the form of the Forward Purchase
Contract, (xi) a specimen certificate evidencing the Senior Notes, (xii) the
Certificate of Incorporation, as amended, of the Company, as certified by the
Secretary of State of the State of Delaware, (xiii) the Bylaws of the
Company, as currently in effect; and (xix) certain resolutions of the Board
of Directors of the Company and the written consent of the Special Committee
thereof. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.

            In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making my
examination of executed documents, I have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the execution
and delivery of such documents by the parties to such documents, and the
validity and binding effect thereof. As to any facts material to the opinions
expressed herein which I did not independently establish or verify, I have
relied upon oral or written statements and representations of officers and
other representatives of the Company and others.

            I am admitted to the bar of the State of Texas and do not express
any opinion as to the laws of any jurisdiction other than the State of Texas,
the corporate laws of the State of Delaware or the federal laws of the United
States of America.

            Based upon the foregoing, I am of the opinion that:

            1. The Upper DECS have been duly authorized and are valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except to the extent enforcement thereof might
be limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting creditor's rights
generally, and (ii) general principles of equity, regardless of whether
enforceability is considered in a proceeding at law or equity.

            2. The Shares subject to the Forward Purchase Contracts have been
duly authorized and reserved for issuance and, when issued and delivered by
the Company pursuant to the terms of the Forward Purchase Contract Agreement,
will be validly issued, fully paid and non-assessable.

            I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to the
reference to the use of my name under the caption "Legal Matters" in the
Registration Statement. In giving this consent, I do not thereby admit that I
am included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Commission.


                                            Very truly yours,

                                            /s/ M. Richard Warner
                                            -----------------------------------
                                            M. Richard Warner
                                            Vice President and General Counsel





                                                                     Exhibit 8

          [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]


                                                                 May 1, 2002

Temple-Inland Inc.
1300 MoPac Expressway South
Austin, Texas 78746

                           Re:  Offering of Upper DECS

Ladies and Gentlemen:

            We have acted as counsel to Temple-Inland Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Prospectus Supplement, dated April 25, 2002 (the "Prospectus Supplement"),
relating to certain investment units (the "Upper DECS"), initially
comprised of purchase contracts to purchase shares of common stock of the
Company, par value $1.00 per share, and senior notes due 2007 (the "Notes")
issued by the Company.

            In connection with this opinion, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Underwriting Agreement, dated April 25, 2002, between Salomon
Smith Barney Inc. and the Company, (ii) the Registration Statement on Form
S-3 (File No. 333-84120) of the Company filed with the Securities and
Exchange Commission (the "Commission") on March 11, 2002, under the
Securities Act of 1933, as amended (the "Securities Act"), Amendment No. 1
thereto, filed with the Commission on March 25, 2002 (iii) the Prospectus
of the Company, dated March 26, 2002 (the "Prospectus"), (iv) the
Prospectus Supplement, (v) the Indenture between the Company and JP Morgan
Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank),
as trustee (the "Trustee"), dated as of September 1, 1986, as amended by
the first supplemental indenture, dated as of April 15, 1988, the second
supplemental indenture, dated as of December 27, 1990, and the third
supplemental indenture, dated as of May 9, 1991, (vi) Purchase Contract
Agreement between the Company and JP Morgan Chase Bank, as Purchase
Contract Agent, dated as of May 1, 2002, (vii) the May 1, 2002 letter by
Salomon Smith Barney Inc. to the Company and (viii) such other documents,
certificates, and records as we have deemed necessary or appropriate as a
basis for the opinion set forth herein. We have also relied upon statements
and representations made to us by representatives of the Company. For
purposes of this opinion, we have assumed the validity and accuracy of the
documents, certificates, records, statements, and representations referred
to above.

            In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies, and the authenticity of the originals of such latter
documents. In making our examination of documents executed, or to be
executed, by the parties indicated therein, we have assumed that each party
has, or will have, the power, corporate or other, to enter into and perform
all obligations thereunder and we have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by
each party indicated in the documents and that such documents constitute,
or will constitute, valid and binding obligations of each party.

            In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
Department regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service, and such
other authorities as we have considered relevant. It should be noted that
statutes, regulations, judicial decisions, and administrative
interpretations are subject to change or differing interpretations,
possibly with retroactive effect. There can be no assurance, moreover, that
the opinion expressed herein will be accepted by the Internal Revenue
Service or, if challenged, by a court of law. A change in the authorities
or the accuracy or completeness of any of the information, documents,
certificates, records, statements, representations, covenants, or
assumptions on which our opinion is based could affect our conclusions.
This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) in applicable law or any
information, document, certificate, record, statement, representation,
covenant, or assumption relied upon herein that becomes incorrect or untrue.

            Based upon the foregoing and in reliance thereon, and subject
to the qualifications, exceptions, assumptions, and limitations contained
therein, we are of the opinion that:

            (1) although the discussion set forth in the Prospectus
Supplement under the heading "CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES" does not purport to discuss all possible United States
federal income tax consequences of the purchase, ownership, and disposition
of the Upper DECS, such discussion constitutes, in all material respects, a
fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership, and disposition of the Upper DECS,
based upon current United States federal income tax law; and

            (2) the Notes will be treated as indebtedness of the Company
for United States federal income tax purposes.

            We express no opinion concerning any tax consequences
associated with the Upper DECS other than those specifically set forth herein.

            This opinion is delivered to you solely for use in connection
with the Prospectus Supplement and is not to be used, circulated, quoted, or
otherwise referred to for any other purpose, or relied upon by any other
person, without our express written permission. In accordance with the
requirements of Item 601(b)(23) of Regulation S-K under the Securities Act,
we hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement and to the reference to our firm in the Prospectus
Supplement. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations of the Commission thereunder.

                                 Very truly yours,

                                 /s/ Skadden, Arps, Slate, Meagher & Flom LLP






<TABLE>
<CAPTION>
                                                                                                                  Exhibit 12

                                                   Temple-Inland Inc. (Parent company)
                                           Computations of Ratios of Earnings to Fixed Charges


                                                          Pro Forma                                Actual
                                              ----------------------------------  ----------------------------------------------
For the year (dollars in millions)             2001(a)     2001(b)      2001(c)   2001     2000      1999       1998       1997
                                              ----------------------------------  ----------------------------------------------
<S>                                             <C>         <C>          <C>      <C>      <C>        <C>        <C>      <C>
Ratio of Earnings to Fixed Charges:
  Earnings:
  Pre-tax income from continuing operations     $166        $178         $171     $177     $ 320      $ 306      $ 158    $ 108
  Less: Financial services pre-tax income       (184)       (184)        (184)    (184)     (189)      (138)      (154)    (132)
        Equity method investees pre-tax           (3)         (3)          (3)      (3)       (9)        (9)        (4)      (1)
          income
        Capitalized interest                      (5)         (5)          (5)      (4)       (4)        (2)        (1)      (2)
  Add:  Dividends from Financial Services        124         124          124      124       110         70         44      275
        Dividends from equity method               -           -            -        -        14          1          2        -
          investees
        Fixed charges from below                 174         162          169      109       116        102         84       88
        Amortization of capitalized interest       4           4            4        4         5          6          6        5
                                              ---------------------------------  ------------------------------------------------
Total earnings                                  $276        $276         $276     $223      $363       $336       $135     $341
                                              =================================  ================================================
Fixed Charges:
  Interest expense - Parent company             $159        $147         $154      $98     $ 105       $ 95       $ 78     $ 82
  Capitalized interest                             5           5            5        4         4          2          1        2
  Interest portion of rental expense              10          10           10        7         7          5          5        4
                                              -------- ----------- ------------  ------- --------- ---------- -------------------
Total fixed charges                             $174        $162         $169     $109      $116       $102        $84      $88
                                              ======== =========== ============  ======= ========= ========== ===================
Ratio of earnings to fixed charges:
Actual                                                                            2.05x     3.13x      3.29x      1.61x    3.88x
                                              ======== =========== ============  ======= ========= ========== ===================

Pro Forma 2001                                  1.59x       1.70x        1.63x
                                              ======== =========== ============  ======= ========= ========== ===================


(a)      As adjusted for the upcoming notes offering, the recently completed common stock
         and Upper DECS offerings and the acquisition of Gaylord Container Corporation.
(b)      As adjusted for the recently completed common stock and Upper DECS
         offerings and the acquisition of Gaylord Container Corporation.
(c)      As adjusted for the acquisition of Gaylord Container Corporation.

</TABLE>


<TABLE>
<CAPTION>
                                                   Temple-Inland Inc. (Consolidated)
                                                    Including Interest on Deposits
                                          Computations of Ratios of Earnings to Fixed Charges


                                                          Pro  Forma                               Actual
                                              ----------------------------------  -----------------------------------------------
For the year (dollars in millions)             2001(a)     2001(b)      2001(c)   2001     2000      1999       1998       1997
                                              ----------------------------------  -----------------------------------------------

<S>                                                <C>        <C>       <C>       <C>       <C>       <C>        <C>      <C>
Ratio of Earnings to Fixed Charges:
  Earnings:
  Pre-tax income from continuing operations        $166       $178      $171      $177      $ 320     $ 306      $ 158    $ 108
  Less: Capitalized interest                         (7)        (7)       (7)       (6)        (7)       (5)        (5)      (4)
        Equity method investees pre-tax              (3)        (3)       (3)       (3)        (9)       (9)        (4)      (1)
          income
  Add:  Fixed charges from below                    774        762       769       709        839       662        601      590
        Dividends from equity method                  -          -         -         -         14         1          2        -
          investees
        Amortization of capitalized interest          6          6         6         6          7         8          8        7
                                              -------------------------------   -------------------------------------------------
Total earnings                                     $936       $936      $936      $883     $1,164      $963       $760     $700
                                              ===============================   =================================================

Fixed Charges:
  Interest expense                                 $159       $147      $154       $98      $ 105      $ 95       $ 78     $ 82
  Interest on borrowings - Financial Services       176        176       176       176        207       158        137      157
  Interest on deposits - Financial Services         399        399       399       399        493       379        357      331
  Subsidiary preferred stock dividends               20         20        20        20         18        15         14        7
  Capitalized interest                                7          7         7         6          7         8          8        7
  Interest portion of rental expense                 13         13        13        10          9         7          7        6
                                              -------------------------------   -------------------------------------------------
Total fixed charges                                $774       $762      $769      $709       $839      $662       $601     $590
                                              ===============================   =================================================
Ratio of earnings to fixed charges:
Actual                                                                           1.25x      1.39x     1.45x      1.26x    1.19x
                                                                                =================================================

Pro Forma 2001                                    1.21x      1.23x     1.22x
                                              ===============================

(a)      As adjusted for the upcoming notes offering, the recently completed common stock
         and Upper DECS offerings and the acquisition of Gaylord Container Corporation.
(b)      As adjusted for the recently completed common stock and Upper DECS
         offerings and the acquisition of Gaylord Container Corporation.
(c)      As adjusted for the acquisition of Gaylord Container Corporation.

</TABLE>


<TABLE>
<CAPTION>
                                                   Temple-Inland Inc. (Consolidated)
                                                    Excluding Interest on Deposits
                                          Computations of Ratios of Earnings to Fixed Charges


                                                          Pro  Forma                                 Actual
                                              ----------------------------------  ------------------------------------------------
For the year (dollars in millions)             2001(a)     2001(b)      2001(c)   2001     2000      1999       1998       1997
                                              ----------------------------------  ------------------------------------------------

<S>                                                <C>        <C>        <C>       <C>      <C>        <C>        <C>       <C>
Ratio of Earnings to Fixed Charges:
  Earnings:
  Pre-tax income from continuing operations        $166       $178       $171      $177     $ 320      $ 306      $ 158     $ 108
  Less: Capitalized interest                         (7)        (7)        (7)       (6)       (7)        (5)        (5)       (4)
        Equity method investees pre-tax income       (3)        (3)        (3)       (3)       (9)        (9)        (4)       (1)
  Add:  Fixed charges from below                    375        363        370       310       346        283        244       259
        Dividends from equity method investees        -          -          -         -        14          1          2         -
        Amortization of capitalized interest          6          6          6         6         7          8          8         7
                                                 ------- ---------- ----------   ------- --------- ---------- ---------- ---------
Total earnings                                     $537       $537       $537      $484      $671       $584       $403      $369
                                                 ======= ========== ==========   ======= ========= ========== ========== =========
Fixed Charges:
  Interest expense - Parent company                $159       $147       $154       $98     $ 105       $ 95       $ 78      $ 82
  Interest on borrowings - Financial Services       176        176        176       176       207        158        137       157
  Subsidiary preferred stock dividends               20         20         20        20        18         15         14         7
  Capitalized interest                                7          7          7         6         7          8          8         7
  Interest portion of rental expense                 13         13         13        10         9          7          7         6
                                                 ------- ---------- ----------   ------- --------- ---------- ---------- ---------
Total fixed charges                                $375       $363       $370      $310      $346       $283       $244      $259
                                                 ======= ========== ==========   ======= ========= ========== ========== =========

Ratio of earnings to fixed charges:
Actual                                                                            1.56x     1.94x      2.06x      1.65x     1.42x
                                                                                 ======= ========= ========== ========== =========

Supplemental Pro Forma  - Acquisition (1)         1.43x      1.48x      1.45x
                                                 ======= ========== ==========

(d)      As adjusted for the upcoming notes offering, the recently completed common stock
         and Upper DECS offerings and the acquisition of Gaylord Container Corporation.
(e)      As adjusted for the recently completed common stock and Upper DECS
         offerings and the acquisition of Gaylord Container Corporation.
(1)      As adjusted for the acquisition of Gaylord Container Corporation.

</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "s368163.txt", "description": "FORM 8-K", "secsgml_size_bytes": 248881}]
{"company-data": {"conformed-name": "TEMPLE INLAND INC", "cik": "0000731939", "assigned-sic": "2631", "irs-number": "751903917", "state-of-incorporation": "DE", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08634", "film-number": "02628575"}, "business-address": {"street1": "1300 MOPAC EXPRESSWAY SOUTH", "city": "AUSTIN", "state": "TX", "zip": "78746", "phone": "5124348000"}, "mail-address": {"street1": "1300 MOPAC EXPRESSWAY SOUTH", "city": "AUSTIN", "state": "TX", "zip": "78746"}}
==============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                  FORM 8-K

                               CURRENT REPORT
                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

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

                       Date of Report: April 25, 2002
                     (Date of earliest event reported)

                             TEMPLE-INLAND INC.
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                001-08634                  75-1903917
 (State or Other Jurisdiction     (Commission                (IRS Employer
       of Incorporation)          File Number)             Identification No.)

              1300 South MoPac Expressway, Austin, Texas 78746
                  (Address of Principal Executive Offices)

                               (512) 434-5800
            (Registrant's telephone number, including area code)

                               Not Applicable
       (Former Name or Former Address, if Changed Since Last Report)

==============================================================================

Item 5.     Other Events.

            On April 25, 2001, Temple-Inland Inc. (the "Company") entered
into an Underwriting Agreement with Salomon Smith Barney Inc. and UBS Warburg
LLC, as representatives of the several underwriters named therein, relating
to the offering and sale by the Company of 6,000,000 Upper DECS(sm) (the
"Upper DECS"). Each Upper DECS consists of (i) a forward purchase contract
under which the holder agrees to purchase from the Company and the Company
agrees to sell shares of its common stock, par value $1.00 per share ("Common
Stock"), on May 17, 2005 and (ii) a senior note due May 17, 2007 of the
Company.

            On April 25, 2001, the Company entered into an Underwriting
Agreement with Salomon Smith Barney Inc. and UBS Warburg LLC, as
representatives of the several underwriters named therein, relating to the
offering and sale by the Company of 3,600,000 shares of the Company's
Common Stock.

            On April 25, 2002, the Company filed a Prospectus Supplement,
dated April 25, 2002, to the Prospectus dated March 26, 2002 (the
"Prospectus"), included as part of the Registration Statement on Form S-3
of the Company, Temple-Inland Trust I and Temple-Inland Trust II (File Nos.
333-84120, 333-84120-01 and 333-84120-02) (the "Registration Statement"),
relating to the offering and sale by the Company of 6,000,000 of the
Company's Upper DECS. At the same time, the Company filed a Prospectus
Supplement, dated April 25, 2002, to the Prospectus, relating to the
offering and sale by the Company of 3,600,000 shares of the Company's
Common Stock.

            In connection with both offerings, the Company is filing
certain exhibits as part of this Form 8-K. See "Item 7. Exhibits." A copy
of certain agreements, opinions and documents related to the offering are
attached hereto as exhibits and are incorporated by reference in their
entirety into the Registration Statement.

Item 7.  Exhibits.

         (c)      Exhibits.

1.1               Underwriting Agreement, dated April 25, 2002, among the
                  Company and Salomon Smith Barney and UBS Warburg LLC, as
                  representatives of the several underwriters named therein,
                  in connection with the offer and sale of 3,600,000 shares of
                  common stock, $1.00 par value per share (the "Common Stock"),
                  of the Company.

1.2               Underwriting Agreement, dated April 25, 2002, among the
                  Company and Salomon Smith Barney and UBS Warburg LLC, as
                  representatives of the several underwriters, in connection
                  with the offer and sale of 6,000,000 Upper DECS (the "Upper
                  DECS") of the Company.

5.1               Opinion of M. Richard Warner regarding the legality of the
                  Common Stock.

5.2               Opinion of M. Richard Warner regarding the legality of the
                  Upper DECS.

8                 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
                  regarding certain tax matters related to the Upper DECS.

12                Computation of Ratio of Earnings to Fixed Charges.

                                   SIGNATURE

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                          TEMPLE-INLAND INC.

Date: April 30, 2001                      By:  /s/ M. Richard Warner
                                              ------------------------------
                                               Name:  M. Richard Warner
                                               Title: Vice President
                                                      and General Counsel

                                 EXHIBIT INDEX

Exhibit           Description

1.1               Underwriting Agreement, dated April 25, 2002, among the
                  Company and Salomon Smith Barney and UBS Warburg LLC, as
                  representatives of the several underwriters named therein,
                  in connection with the offer and sale of 3,600,000 shares of
                  common stock, $1.00 par value per share (the "Common Stock"),
                  of the Company.

1.2               Underwriting Agreement, dated April 25, 2002, among the
                  Company and Salomon Smith Barney and UBS Warburg LLC, as
                  representatives of the several underwriters, in connection
                  with the offer and sale of 6,000,000 Upper DECS (the "Upper
                  DECS") of the Company.

5.1               Opinion of M. Richard Warner regarding the legality of the
                  Common Stock.

5.2               Opinion of M. Richard Warner regarding the legality of the
                  Upper DECS.

8                 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
                  regarding certain tax matters related to the Upper DECS.

12                Computation of Ratio of Earnings to Fixed Charges.

                                                                  Exhibit 1.1

                                                             EXECUTION COPY

                             Temple-Inland Inc.

                             3,600,000 Shares*
                                Common Stock
                             ($1.00 par value)

                           Underwriting Agreement

                                                         New York, New York
                                                             April 25, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC,
As Representatives of the several Underwriters,

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  Temple-Inland Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), proposes to sell to the
several underwriters named in Schedule I hereto (the "Underwriters"), for
whom you (the "Representatives") are acting as representatives, 3,600,000
shares of Common Stock, $1.00 par value (the "Common Stock") of the Company
(said shares to be issued and sold by the Company being hereinafter called
the "Underwritten Shares"). The Company also proposes to grant to the
Underwriters an option to purchase up to 540,000 additional shares of
Common Stock to cover over-allotments (the "Option Shares"; the Option
Shares, together with the Underwritten Shares, being hereinafter called the
"Shares").

--------

*    Plus an option to purchase from Temple-Inland Inc. up to 540,000
     additional shares to cover over-allotments.

                  To the extent there are no additional Underwriters listed
on Schedule I other than you, the term Representatives as used herein shall
mean you, as Underwriters, and the terms Representatives and Underwriters
shall mean either the singular or plural as the context requires. Any
reference herein to the Registration Statement, a Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 that were
filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of such Preliminary Prospectus or
the Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement, or the issue date
of any Preliminary Prospectus or the Prospectus, as the case may be, deemed
to be incorporated therein by reference. Certain terms used herein are
defined in Section 17 hereof.

                  1. Representations and Warranties. The Company represents
and warrants to, and agrees with, each Underwriter as set forth below in
this Section 1.

                  (a) The Company meets the requirements for use of Form
         S-3 under the Act and has prepared and filed with the Commission a
         registration statement (file number 333-84120) on Form S-3,
         including the related Base Prospectus, for registration under the
         Act of the offering and sale of the Shares. The Company may have
         filed one or more amendments thereto, including the related Base
         Prospectus, each of which has previously been furnished to you.
         The Company will next file with the Commission the Prospectus in
         accordance with Rules 430A and 424(b). The Company has included in
         such registration statement, as amended at the Effective Date, all
         information (other than Rule 430A Information) required by the Act
         and the rules thereunder to be included in such registration
         statement and the Prospectus. As filed, the Prospectus shall
         contain all Rule 430A Information, together with all other such
         required information, and, except to the extent the
         Representatives shall agree in writing to a modification, shall be
         in all substantive respects in the form furnished to you prior to
         the Execution Time or, to the extent not completed at the
         Execution Time, shall contain only such specific additional
         information and other changes (beyond that contained in the latest
         Preliminary Prospectus) as the Company has advised you, prior to
         the Execution Time, will be included or made therein.

                  (b) On the Effective Date, the Registration Statement
         did, and when the Prospectus is first filed (if required) in
         accordance with Rule 424(b) and on the Closing Date (as defined
         herein) and on any date on which Option Shares are purchased, if
         such date is not the Closing Date (a "settlement date"), the
         Prospectus (and any supplement thereto) will, comply in all
         material respects with the applicable requirements of the Act and
         the Exchange Act and the respective rules thereunder; on the
         Effective Date and at the Execution Time, the Registration
         Statement did not or will not contain any untrue statement of a
         material fact or omit to state any material fact required to be
         stated therein or necessary in order to make the statements
         therein not misleading; and, on the date of any filing pursuant to
         Rule 424(b) and on the Closing Date and any settlement date, the
         Prospectus (together with any supplement thereto) will not include
         any untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading; provided, however, that the Company makes no
         representations or warranties as to the information contained in
         or omitted from the Registration Statement or the Prospectus (or
         any supplement thereto) in reliance upon and in conformity with
         information furnished in writing to the Company by or on behalf of
         any Underwriter through the Representatives specifically for
         inclusion in the Registration Statement or the Prospectus (or any
         supplement thereto).

                  (c) Each of the Company and the subsidiaries listed on
         Schedule II attached hereto (each a "Significant Subsidiary" and,
         together, the "Significant Subsidiaries") has been duly
         incorporated and is validly existing as a corporation in good
         standing under the laws of the jurisdiction in which it is
         chartered or organized with full corporate power and authority to
         own or lease, as the case may be, and to operate its properties
         and conduct its business as described in the Prospectus, and is
         duly qualified to do business as a foreign corporation and is in
         good standing under the laws of each jurisdiction which requires
         such qualification, except where the failure to so qualify or be
         in good standing could not be reasonably expected to have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business (a "Material
         Adverse Effect").

                  (d) All the outstanding shares of capital stock of each
         Significant Subsidiary have been duly and validly authorized and
         issued and are fully paid and nonassessable, and, except as
         otherwise set forth in the Prospectus, all outstanding shares of
         capital stock of the Significant Subsidiaries are owned by the
         Company either directly or through wholly owned subsidiaries free
         and clear of any perfected security interest or any other security
         interests, claims, liens or encumbrances, except for such security
         interests, claims, liens or encumbrances as contemplated by the
         Credit Agreement, dated as of March 1, 2002, as amended (the
         "March 2002 Credit Agreement"), among the Company, Citibank, N.A.,
         as administrative agent and as collateral agent.

                  (e) The Company's authorized equity capitalization is as
         set forth in the Prospectus; the capital stock of the Company
         conforms in all material respects to the description thereof
         contained in the Prospectus; the outstanding shares of Common
         Stock have been duly and validly authorized and issued and are
         fully paid and nonassessable; the Shares have been duly and
         validly authorized, and, when issued and delivered to and paid for
         by the Underwriters pursuant to this Agreement, will be fully paid
         and nonassessable; the certificates for the Shares are in valid
         and sufficient form; and, except as set forth in the Prospectus
         (exclusive of any supplement thereto), the holders of outstanding
         shares of capital stock of the Company are not entitled to
         preemptive or other rights to subscribe for the Shares; and,
         except as set forth in the Prospectus, no options, warrants or
         other rights to purchase, agreements or other obligations to
         issue, or rights to convert any obligations into or exchange any
         securities for, shares of capital stock of or ownership interests
         in the Company are outstanding.

                  (f) The Shares are duly listed, and admitted and
         authorized for trading, subject to official notice of issuance and
         evidence of satisfactory distribution, on the New York Stock
         Exchange and the Pacific Exchange.

                  (g) There is no franchise, contract or other document of
         a character required to be described in the Registration Statement
         or Prospectus, or to be filed as an exhibit thereto, which is not
         described or filed as required.

                  (h) This Agreement has been duly authorized, executed and
         delivered by the Company.

                  (i) The Company is not and, after giving effect to the
         offering and sale of the Shares and the application of the
         proceeds thereof as described in the Prospectus, will not be an
         "investment company" as defined in the Investment Company Act of
         1940, as amended.

                  (j) No consent, approval, authorization, filing with or
         order of any court or governmental agency or body is required in
         connection with the transactions contemplated herein, except such
         as have been obtained under the Act and such as may be required
         under the blue sky laws of any jurisdiction in connection with the
         purchase and distribution of the Shares by the Underwriters in the
         manner contemplated herein and in the Prospectus.

                  (k) Neither the issue and sale of the Shares nor the
         consummation of any other of the transactions herein contemplated
         nor the fulfillment of the terms hereof will conflict with, result
         in a breach or violation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any of
         the Significant Subsidiaries pursuant to, (i) the charter or
         by-laws of the Company or any of the Significant Subsidiaries,
         (ii) the terms of any indenture, contract, lease, mortgage, deed
         of trust, note agreement, loan agreement or other agreement,
         obligation, condition, covenant or instrument to which the Company
         or any of the Significant Subsidiaries is a party or bound or to
         which its or their property is subject, or (iii) any statute, law,
         rule, regulation, judgment, order or decree applicable to the
         Company or any of the Significant Subsidiaries of any court,
         regulatory body, administrative agency, governmental body,
         arbitrator or other authority having jurisdiction over the Company
         or any of the Significant Subsidiaries or any of its or their
         properties, except, with respect to clauses (ii) or (iii) above,
         for such conflicts, breaches, defaults, liens, charges,
         encumbrances or violations that could not be reasonably be
         expected to result in a Material Adverse Effect or to materially
         adversely affect the performance of this Agreement or the
         consummation of the transactions contemplated hereby.

                  (l) No holders of securities of the Company have rights
         to the registration of such securities under the Registration
         Statement.

                  (m) The consolidated historical financial statements and
         schedules of the Company and its consolidated subsidiaries
         included in the Prospectus and the Registration Statement present
         fairly in all material respects the financial condition, results
         of operations and cash flows of the Company as of the dates and
         for the periods indicated, comply as to form with the applicable
         accounting requirements of the Act and have been prepared in
         conformity with generally accepted accounting principles applied
         on a consistent basis throughout the periods involved (except as
         otherwise noted therein). The selected financial data set forth
         under the caption "Selected Financial Data" in the Prospectus and
         Registration Statement fairly present, on the basis stated in the
         Prospectus and the Registration Statement, the information
         included therein. The unaudited pro forma combined financial
         statements included in the Prospectus and the Registration
         Statement include assumptions that provide a reasonable basis for
         presenting the significant effects directly attributable to the
         transactions and events described therein, the related pro forma
         adjustments give appropriate effect to those assumptions, and the
         pro forma adjustments reflect the proper application of those
         adjustments to the historical financial statement amounts in the
         unaudited pro forma combined financial statements included in the
         Prospectus and the Registration Statement. The unaudited pro forma
         combined financial statements included in the Prospectus and the
         Registration Statement comply as to form in all material respects
         with the applicable accounting requirements of Regulation S-X
         under the Act and the pro forma adjustments have been properly
         applied to the historical amounts in the compilation of those
         statements.

                  (n) No action, suit or proceeding by or before any court
         or governmental agency, authority or body or any arbitrator
         involving the Company or any of its subsidiaries or its or their
         property is pending or, to the best knowledge of the Company,
         threatened that (i) could reasonably be expected to have a
         material adverse effect on the performance of this Agreement or
         the consummation of any of the transactions contemplated hereby or
         (ii) could reasonably be expected to have a Material Adverse
         Effect, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).

                  (o) Each of the Company and each of the Significant
         Subsidiaries owns or leases all such properties as are necessary
         to the conduct of its operations as presently conducted.

                  (p) Neither the Company nor any Significant Subsidiary is
         in violation or default of (i) any provision of its charter or
         bylaws, (ii) the terms of any indenture, contract, lease,
         mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which
         it is a party or bound or to which its property is subject, or
         (iii) any statute, law, rule, regulation, judgment, order or
         decree of any court, regulatory body, administrative agency,
         governmental body, arbitrator or other authority having
         jurisdiction over the Company or such Significant Subsidiary or
         any of its properties, as applicable, except, with respect to
         clauses (ii) and (iii) above, for such violations or defaults that
         could not reasonably be expected to have a Material Adverse
         Effect.

                  (q) Ernst & Young, LLP, who have audited certain
         financial statements of the Company and its consolidated
         subsidiaries and delivered their report with respect to the
         audited consolidated financial statements and schedules included
         in the Prospectus, are independent public accountants with respect
         to the Company within the meaning of the Act and the applicable
         published rules and regulations thereunder.

                  (r) There are no transfer taxes or other similar fees or
         charges under Federal law or the laws of any state, or any
         political subdivision thereof, required to be paid in connection
         with the execution and delivery of this Agreement or the issuance
         by the Company or sale by the Company of the Shares.

                  (s) No labor problem or dispute with the employees of the
         Company or any of its Significant Subsidiaries exists or, to the
         knowledge of the Company, is threatened or imminent.

                  (t) No Significant Subsidiary of the Company is currently
         prohibited, directly or indirectly, from paying any dividends to
         the Company, from making any other distribution on such
         subsidiary's capital stock, from repaying to the Company any loans
         or advances to such subsidiary from the Company or from
         transferring any of such subsidiary's property or assets to the
         Company or any other subsidiary of the Company, except as
         described in or contemplated by the Prospectus.

                  (u) The Company and its consolidated subsidiaries possess
         all licenses, certificates, permits and other authorizations
         issued by the appropriate federal, state or foreign regulatory
         authorities necessary to conduct their respective businesses, and
         neither the Company nor any such subsidiary has received any
         notice of proceedings relating to the revocation or modification
         of any such certificate, authorization or permit which, singly or
         in the aggregate, if the subject of an unfavorable decision,
         ruling or finding, would have a Material Adverse Effect, except as
         set forth in or contemplated in the Prospectus (exclusive of any
         supplement thereto).

                  (v) The Company has not taken, directly or indirectly,
         any action that has constituted or that was designed to or might
         reasonably be expected to cause or result in, under the Exchange
         Act or otherwise, the stabilization or manipulation of the price
         of any security of the Company to facilitate the sale or resale of
         the Shares.

                  (w) The Company and its Significant Subsidiaries (i) are
         in compliance with any and all applicable foreign, federal, state
         and local laws and regulations relating to the protection of human
         health and safety, the environment or hazardous or toxic
         substances or wastes, pollutants or contaminants ("Environmental
         Laws"), (ii) have received and are in compliance with all permits,
         licenses or other approvals required of them under applicable
         Environmental Laws to conduct their respective businesses and
         (iii) have not received notice of any actual or potential
         liability for the investigation or remediation of any disposal or
         release of hazardous or toxic substances or wastes, pollutants or
         contaminants, except where such non-compliance with Environmental
         Laws, failure to receive required permits, licenses or other
         approvals, or liability would not, individually or in the
         aggregate, have a Material Adverse Effect, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement
         thereto).

                  (x) The Significant Subsidiaries are the only significant
         subsidiaries of the Company as defined by Rule 1-02(w) of
         Regulation S-X.

                  (y) Except as set forth in or contemplated in the
         Prospectus (exclusive of any supplement thereto) or publicly
         announced, no "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the
         Act) has (A) taken any action to, or to the Company's knowledge,
         threatened to decrease the rating of any debt securities of the
         Company or any of its subsidiaries or (B) given any notice of any
         intended or potential decrease in any such rating or of a possible
         change in any such rating that does not indicate the direction of
         the possible change.

         Any certificate signed by any officer of the Company and delivered
to the Representatives or counsel for the Underwriters in connection with
the offering of the Shares shall be deemed a representation and warranty by
the Company, as to matters covered thereby, to each Underwriter.

                  2. Purchase and Sale. (a) Subject to the terms and
conditions and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the
Company, at a purchase price of $49.595 per share, the amount of the
Underwritten Shares set forth opposite such Underwriter's name in Schedule
I hereto.

                  (b) Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company
hereby grants an option to the several Underwriters to purchase, severally
and not jointly, up to 540,000 Option Shares at the same purchase price per
share as the Underwriters shall pay for the Underwritten Shares. Said
option may be exercised only to cover over-allotments in the sale of the
Underwritten Shares by the Underwriters. Said option may be exercised in
whole or in part at any time on or before the 30th day after the date of
the Prospectus upon written or telegraphic notice by the Representatives to
the Company setting forth the number of shares of the Option Shares as to
which the several Underwriters are exercising the option and the settlement
date. The number of shares of the Option Shares to be purchased by each
Underwriter shall be the same percentage of the total number of shares of
the Option Shares to be purchased by the several Underwriters as such
Underwriter is purchasing of the Underwritten Shares, subject to such
adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.

                  3. Delivery and Payment. Delivery of and payment for the
Underwritten Shares and the Option Shares (if the option provided for in
Section 2(b) hereof shall have been exercised on or before the third
Business Day prior to the Closing Date) shall be made at 10:00 AM, New York
City time, on May 1, 2002, or at such time on such later date not more than
three Business Days after the foregoing date as the Representatives shall
designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such
date and time of delivery and payment for the Shares being herein called
the "Closing Date"). Delivery of the Shares shall be made to the
Representatives for the respective accounts of the several Underwriters
against payment by the several Underwriters through the Representatives of
the purchase price thereof to or upon the order of the Company by wire
transfer payable in same-day funds to an account specified by the Company.
Delivery of the Underwritten Shares and the Option Shares shall be made
through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

                  If the option provided for in Section 2(b) hereof is
exercised after the third Business Day prior to the Closing Date, the
Company will deliver the Option Shares (at the expense of the Company) to
the Representatives, at 388 Greenwich Street, New York, New York, on the
date specified by the Representatives (which shall be within three Business
Days after exercise of said option) for the respective accounts of the
several Underwriters, against payment by the several Underwriters through
the Representatives of the purchase price thereof to or upon the order of
the Company by wire transfer payable in same-day funds to an account
specified by the Company. If settlement for the Option Shares occurs after
the Closing Date, the Company will deliver to the Representatives on the
settlement date for the Option Shares, and the obligation of the
Underwriters to purchase the Option Shares shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as
of such date the opinions, certificates and letters delivered on the
Closing Date pursuant to Section 6 hereof.

                  4. Offering by Underwriters. It is understood that the
several Underwriters propose to offer the Shares for sale to the public as
set forth in the Prospectus.

                  5. Agreements. The Company agrees with the several
Underwriters that:

                  (a) The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time,
         and any amendment thereof, to become effective. Prior to the
         termination of the offering of the Shares, the Company will not
         file any amendment of the Registration Statement or supplement to
         the Prospectus or any Rule 462(b) Registration Statement unless
         the Company has furnished you a copy for your review prior to
         filing and will not file any such proposed amendment or supplement
         to which you reasonably object. Subject to the foregoing sentence,
         if the Registration Statement has become or becomes effective
         pursuant to Rule 430A, or filing of the Prospectus is otherwise
         required under Rule 424(b), the Company will cause the Prospectus,
         properly completed, and any supplement thereto to be filed with
         the Commission pursuant to the applicable paragraph of Rule 424(b)
         within the time period prescribed and will provide evidence
         satisfactory to the Representatives of such timely filing. The
         Company will promptly advise the Representatives (1) when the
         Registration Statement, if not effective at the Execution Time,
         shall have become effective, (2) when the Prospectus, and any
         supplement thereto, shall have been filed (if required) with the
         Commission pursuant to Rule 424(b) or when any Rule 462(b)
         Registration Statement shall have been filed with the Commission,
         (3) when, prior to termination of the offering of the Shares, any
         amendment to the Registration Statement shall have been filed or
         become effective, (4) of any request by the Commission or its
         staff for any amendment of the Registration Statement, or any Rule
         462(b) Registration Statement, or for any supplement to the
         Prospectus or for any additional information, (5) of the issuance
         by the Commission of any stop order suspending the effectiveness
         of the Registration Statement or the institution or threatening of
         any proceeding for that purpose and (6) of the receipt by the
         Company of any notification with respect to the suspension of the
         qualification of the Shares for sale in any jurisdiction or the
         institution or threatening of any proceeding for such purpose. The
         Company will use its best efforts to prevent the issuance of any
         such stop order or the suspension of any such qualification and,
         if issued, to obtain as soon as possible the withdrawal thereof.

                  (b) If, at any time when a prospectus relating to the
         Shares is required to be delivered under the Act, any event occurs
         as a result of which the Prospectus as then supplemented would
         include any untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein in the
         light of the circumstances under which they were made not
         misleading, or if it shall be necessary to amend the Registration
         Statement or supplement the Prospectus to comply with the Act or
         the Exchange Act or the respective rules thereunder, the Company
         promptly will (1) notify the Representatives of such event, (2)
         prepare and file with the Commission, subject to the second
         sentence of paragraph (a) of this Section 5, an amendment or
         supplement which will correct such statement or omission or effect
         such compliance and (3) supply any supplemented Prospectus to you
         in such quantities as you may reasonably request.

                  (c) As soon as practicable, the Company will make
         generally available to its security holders and to the
         Representatives an earnings statement or statements of the Company
         and its subsidiaries that will satisfy the provisions of Section
         11(a) of the Act and Rule 158 under the Act.

                  (d) The Company will furnish to the Representatives and
         counsel for the Underwriters, without charge, signed (but not
         original) copies of the Registration Statement (including exhibits
         thereto) and to each other Underwriter a copy of the Registration
         Statement (without exhibits thereto) and, so long as delivery of a
         prospectus by an Underwriter or dealer may be required by the Act,
         as many copies of each Preliminary Prospectus and the Prospectus
         and any supplement thereto as the Representatives may reasonably
         request. The Company will pay the expenses of printing or other
         production of all documents relating to the offering.

                  (e) The Company will arrange, if necessary, for the
         qualification of the Shares for sale under the laws of such
         jurisdictions as the Representatives may designate, will maintain
         such qualifications in effect so long as required for the
         distribution of the Shares and will pay any fee of the National
         Association of Securities Dealers, Inc., in connection with its
         review of the offering; provided that in no event shall the
         Company be obligated to qualify to do business in any jurisdiction
         where it is not now so qualified or to take any action that would
         subject it to service of process in suits, other than those
         arising out of the offering or sale of the Shares, in any
         jurisdiction where it is not now so subject.

                  (f) The Company will not, without the prior written
         consent of Salomon Smith Barney Inc., offer, sell, contract to
         sell, pledge, or otherwise dispose of, (or enter into any
         transaction which is designed to, or might reasonably be expected
         to, result in the disposition (whether by actual disposition or
         effective economic disposition due to cash settlement or
         otherwise) by the Company or any affiliate of the Company or any
         person in privity with the Company or any affiliate of the
         Company) directly or indirectly, including the filing (or
         participation in the filing) of a registration statement with the
         Commission in respect of, or establish or increase a put
         equivalent position or liquidate or decrease a call equivalent
         position within the meaning of Section 16 of the Exchange Act, any
         other shares of its Common Stock or any securities convertible
         into, or exercisable, or exchangeable for, shares of its Common
         Stock; or publicly announce an intention to effect any such
         transaction, for a period of 90 days after the Execution Time,
         provided, however, that (A) the Company may issue and sell its
         7.50% Upper DECS in the concurrent offering contemplated by the
         Prospectus and (B) the Company may issue and sell Common Stock
         pursuant to any employee stock option plan, stock ownership plan
         or dividend reinvestment plan of the Company in effect at the
         Execution Time and the Company may issue Common Stock issuable
         upon the conversion of securities or the exercise of warrants
         outstanding at the Execution Time.

                  (g) The Company will not take, directly or indirectly,
         any action designed to or which has constituted or which might
         reasonably be expected to cause or result, under the Exchange Act
         or otherwise, in stabilization or manipulation of the price of any
         security of the Company to facilitate the sale or resale of the
         Shares.

                  (h) The Company agrees to pay the costs and expenses
         relating to the following matters: (i) the preparation, printing
         or reproduction and filing with the Commission of the Registration
         Statement (including financial statements and exhibits thereto),
         each Preliminary Prospectus, the Prospectus and each amendment or
         supplement to any of them; (ii) the printing (or reproduction) and
         delivery (including postage, air freight charges and charges for
         counting and packaging) of such copies of the Registration
         Statement, each Preliminary Prospectus, the Prospectus and all
         amendments or supplements to any of them, as may, in each case, be
         reasonably requested for use in connection with the offering and
         sale of the Shares; (iii) the preparation, printing,
         authentication, issuance and delivery of certificates for the
         Shares, including any stamp or transfer taxes in connection with
         the original issuance and sale of the Shares; (iv) the printing
         (or reproduction) and delivery of this Agreement, any blue sky
         memorandum and all other agreements or documents printed (or
         reproduced) and delivered in connection with the offering of the
         Shares; (v) the registration of the Shares under the Exchange Act;
         (vi) any registration or qualification of the Shares for offer and
         sale under the securities or blue sky laws of the several states
         (including filing fees and the reasonable fees and expenses of
         counsel for the Underwriters relating to such registration and
         qualification); (vii) any filings required to be made with the
         National Association of Securities Dealers, Inc. (including filing
         fees and the reasonable fees and expenses of counsel for the
         Underwriters relating to such filings); (viii) the transportation
         and other expenses incurred by or on behalf of Company
         representatives in connection with presentations to prospective
         purchasers of the Shares; (ix) the fees and expenses of the
         Company's accountants and the fees and expenses of counsel
         (including local and special counsel) for the Company; and (x) all
         other costs and expenses incident to the performance by the
         Company of its obligations hereunder.

                  6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Shares and the
Option Shares, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein
as of the Execution Time, the Closing Date and any settlement date pursuant
to Section 3 hereof, to the accuracy of the statements of the Company made
in any certificates pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions:

                  (a) If filing of the Prospectus, or any supplement
         thereto, is required pursuant to Rule 424(b), the Prospectus, and
         any such supplement, will be filed in the manner and within the
         time period required by Rule 424(b); and no stop order suspending
         the effectiveness of the Registration Statement shall have been
         issued and no proceedings for that purpose shall have been
         instituted or threatened.

                  (b) The Company shall have requested and caused Skadden,
         Arps, Slate, Meagher & Flom LLP, counsel for the Company, to have
         furnished to the Representatives their opinion, dated the Closing
         Date and addressed to the Representatives, to the effect that:

                           (i) this Agreement has been duly authorized,
                  executed and delivered by the Company;

                           (ii) no governmental approval, that has not been
                  obtained or taken and is not in full force and effect is
                  required to be obtained in connection with the execution
                  and delivery of this Agreement by the Company or the
                  consummation by the Company of the transactions
                  contemplated hereby;

                           (iii) the Shares have been duly authorized by
                  the Company and, when delivered to and paid for by the
                  Underwriters in accordance with the term of this
                  Agreement will be validly issued, fully paid and
                  nonassessable;

                           (iv) the Shares are duly listed, and admitted
                  and authorized for trading, subject to official notice of
                  issuance and evidence of satisfactory distribution, on
                  the New York Stock Exchange and the Pacific Exchange;

                           (v) the Company is not and, solely after giving
                  effect to the offering and sale of the Shares and the
                  application of the proceeds thereof as described in the
                  Prospectus, will not be an "investment company" as
                  defined in the Investment Company Act of 1940, as
                  amended;

                           (vi) Temple-Inland Financial Services, Inc. is
                  an exempt multiple savings and loan company under the
                  Home Owners' Loan Act of 1939, as amended (the "Home
                  Owners' Loan Act"), and Guaranty Bank is a federally
                  chartered savings bank under the Home Owners' Loan Act;

                           (vii) the Registration Statement has become
                  effective under the Act; to the knowledge of such
                  counsel, no stop order suspending the effectiveness of
                  the Registration Statement has been issued, and, to the
                  best knowledge of such counsel, no proceedings for that
                  purpose have been instituted or are pending or
                  threatened; the Registration Statement and the Prospectus
                  (other than the financial statements and other financial
                  information contained therein, as to which such counsel
                  need express no opinion) appeared on their face to be
                  appropriately responsive in all material respects to the
                  applicable requirements of the Act and the Exchange Act
                  and the respective rules thereunder; and such counsel has
                  no reason to believe that on the Effective Date or the
                  date the Registration Statement was last deemed amended
                  the Registration Statement contained any untrue statement
                  of a material fact or omitted to state any material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading or that the Prospectus
                  as of its date and on the Closing Date included or
                  includes any untrue statement of a material fact or
                  omitted or omits to state a material fact necessary to
                  make the statements therein, in the light of the
                  circumstances under which they were made, not misleading
                  (in each case, other than the financial statements and
                  other financial information contained therein, as to
                  which such counsel need express no opinion);

                           (viii) each of the Company and the Significant
                  Subsidiaries have been duly incorporated and is validly
                  existing as a corporation in good standing under the laws
                  of the jurisdiction in which it is chartered or organized
                  (other than Guaranty Residential Lending, Inc. for which
                  no such opinion is required);

                           (ix) the Company has the corporate power and the
                  corporate authority to execute and deliver this Agreement
                  and to consummate the transactions contemplated hereby;

                           (x) the Company has an authorized equity
                  capitalization as set forth in the Prospectus and the
                  authorized capital stock of the Company conforms as to
                  legal matters to the description thereof contained in the
                  Prospectus;

                           (xi) the statements included or incorporated by
                  reference in the Prospectus under the heading "Certain
                  United States Federal Income Tax Consequences to Non-U.S.
                  Holders" fairly summarize the matters therein described;
                  and

                           (xii) the execution and delivery by the Company
                  of this Agreement and the consummation of the
                  transactions contemplated herein, including the issuance
                  and sale of the Shares will not violate or conflict with,
                  or result in any contravention of, any applicable law.

         In rendering such opinion, such counsel may rely (A) as to matters
         involving the application of laws of any jurisdiction other than
         the State of New York, the State of Delaware or the Federal laws
         of the United States, to the extent they deem proper and specified
         in such opinion, upon the opinion of other counsel of good
         standing whom they believe to be reliable and who are satisfactory
         to counsel for the Underwriters and (B) as to matters of fact, to
         the extent they deem proper, on certificates of responsible
         officers of the Company and public officials. References to the
         Prospectus in this paragraph (b) include any supplements thereto
         at the Closing Date.

                  (c) The Company shall have requested and caused M.
Richard Warner, Vice President and General Counsel for the Company, to have
furnished to the Representatives his opinion, dated the Closing Date and
addressed to the Representatives, to the effect that:

                            (i) each of the Company and each of the
                  Significant Subsidiaries has been duly incorporated and
                  is validly existing as a corporation in good standing
                  under the laws of the jurisdiction in which it is
                  chartered or organized, with full corporate power and
                  authority to own or lease, as the case may be, and to
                  operate its properties and conduct its business as
                  described in the Prospectus, and is duly qualified to do
                  business as a foreign corporation and is in good standing
                  under the laws of each other jurisdiction which requires
                  such qualification, except where the failure to so
                  qualify or be in good standing could not reasonably be
                  expected to result in a Material Adverse Effect;

                            (ii) all the outstanding shares of capital
                  stock of each Significant Subsidiary have been duly and
                  validly authorized and issued and are fully paid and
                  nonassessable, and, except as otherwise set forth in the
                  Prospectus, all outstanding shares of capital stock of
                  the Significant Subsidiaries are owned by the Company
                  either directly or through wholly owned subsidiaries free
                  and clear of any perfected security interest and, to the
                  knowledge of such counsel, after due inquiry, any other
                  security interest, claim, lien or encumbrance, except for
                  security interests, claims, liens or encumbrances
                  contemplated by the March 2002 Credit Agreement;

                            (iii) the outstanding shares of Common Stock
                  have been duly and validly authorized and issued and are
                  fully paid and nonassessable;

                            (iv) the holders of outstanding shares of
                  capital stock of the Company are not entitled to exercise
                  any preemptive or other rights to subscribe for Common
                  Stock as a result of the transactions contemplated by
                  this Agreement; and, except as set forth in the
                  Prospectus, no options, warrants or other rights to
                  purchase, agreements or other obligations to issue, or
                  rights to convert any obligations into or exchange any
                  securities for, shares of capital stock of or ownership
                  interests in the Company are outstanding;

                            (v) to the knowledge of such counsel, there is
                  no pending or threatened action, suit or proceeding by or
                  before any court or governmental agency, authority or
                  body or any arbitrator involving the Company or any of
                  its subsidiaries or its or their property of a character
                  required to be disclosed in the Registration Statement or
                  the Prospectus which is not adequately described as
                  required, and there is no franchise, contract or other
                  document of a character required to be described in the
                  Registration Statement or Prospectus, or to be filed as
                  an exhibit thereto, which is not described or filed as
                  required;

                            (vi) the issue and sale of the Shares, the
                  execution, delivery and performance of this Agreement,
                  the consummation of the transactions contemplated herein,
                  and the fulfillment of the terms or provisions hereof
                  will not conflict with, result in a breach or violation
                  of or imposition of any lien, charge or encumbrance upon
                  any property or assets of the Company or its Significant
                  Subsidiaries pursuant to, (i) the charter or by-laws of
                  the Company or its Significant Subsidiaries or (ii) the
                  terms of any indenture, contract, lease, mortgage, deed
                  of trust, note agreement, loan agreement or other
                  agreement, obligation, condition, covenant or instrument
                  to which its or their property is subject, or (iii) any
                  statute, law, rule, regulation, judgment, order or decree
                  applicable to the Company or the Significant Subsidiaries
                  or any court, regulatory body, administrative agency,
                  governmental body, arbitrator or other authority having
                  jurisdiction over the Company or the Significant
                  Subsidiaries or any of its or their properties, except,
                  in the case of clauses (ii) or (iii) above, for such
                  conflicts, breaches, defaults, liens, charges,
                  encumbrances or violations that could not reasonably be
                  expected to result in a Material Adverse Effect; and

                            (vii) no holders of securities of the Company
                  have rights to the registration of such securities under
                  the Registration Statement.

                  (d) The Representatives shall have received from Cleary,
Gottlieb, Steen & Hamilton, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date and addressed to the Representatives, with
respect to the issuance and sale of the Shares, the Registration Statement,
the Prospectus (together with any supplement thereto) and other related
matters as the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.

                  (e) The Company shall have furnished to the
Representatives a certificate of the Company, signed by the Chairman of the
Board or the Chief Administrative Officer and the principal financial or
accounting officer of the Company, dated the Closing Date, to the effect
that the signers of such certificate have carefully examined the
Registration Statement, the Prospectus, any supplements to the Prospectus
and this Agreement and that:

                           (i) the representations and warranties of the
                  Company in this Agreement are true and correct on and as
                  of the Closing Date with the same effect as if made on
                  the Closing Date and the Company has complied with all
                  the agreements and satisfied all the conditions on its
                  part to be performed or satisfied at or prior to the
                  Closing Date;

                           (ii) no stop order suspending the effectiveness
                  of the Registration Statement has been issued and no
                  proceedings for that purpose have been instituted or, to
                  the Company's knowledge, threatened; and

                           (iii) since the date of the most recent
                  financial statements included or incorporated by
                  reference in the Prospectus (exclusive of any supplement
                  thereto), there has been no material adverse effect on
                  the condition (financial or otherwise), prospects,
                  earnings, business or properties of the Company and its
                  subsidiaries, taken as a whole, whether or not arising
                  from transactions in the ordinary course of business,
                  except as set forth in or contemplated in the Prospectus
                  (exclusive of any supplement thereto).

                  (f) The Company shall have requested and caused Ernst &
Young LLP to have furnished to the Representatives, at the Execution Time
and at the Closing Date, letters, dated respectively as of the Execution
Time and as of the Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants within
the meaning of the Act and the Exchange Act and the respective applicable
rules and regulations adopted by the Commission thereunder and stating in
effect that:

                           (i) in their opinion the audited financial
                  statements and financial statement schedules included or
                  incorporated by reference in the Registration Statement
                  and the Prospectus and reported on by them comply as to
                  form in all material respects with the applicable
                  accounting requirements of the Act and the Exchange Act
                  and the related rules and regulations adopted by the
                  Commission;

                           (ii) on the basis of a reading of the latest
                  unaudited financial statements made available by the
                  Company and its subsidiaries; carrying out certain
                  specified procedures (but not an examination in
                  accordance with generally accepted auditing standards)
                  which would not necessarily reveal matters of
                  significance with respect to the comments set forth in
                  such letter; a reading of the minutes of the meetings of
                  the stockholders and directors of the Company and the
                  Significant Subsidiaries; and inquiries of certain
                  officials of the Company who have responsibility for
                  financial and accounting matters of the Company and its
                  subsidiaries as to transactions and events subsequent to
                  December 29, 2001, nothing came to their attention which
                  caused them to believe that:

                                (1) any unaudited financial statements
                           included or incorporated by reference in the
                           Registration Statement and the Prospectus do not
                           comply as to form in all material respects with
                           applicable accounting requirements of the Act
                           and with the related rules and regulations
                           adopted by the Commission with respect to
                           financial statements included or incorporated by
                           reference in quarterly reports on Form 10-Q
                           under the Exchange Act; and said unaudited
                           financial statements are not in conformity with
                           generally accepted accounting principles applied
                           on a basis substantially consistent with that of
                           the audited financial statements included or
                           incorporated by reference in the Registration
                           Statement and the Prospectus;

                                (2) with respect to the period subsequent
                           to December 29, 2001, there were any changes, at
                           a specified date not more than five days prior
                           to the date of the letter, in the long-term debt
                           of the Company and its subsidiaries or capital
                           stock of the Company or decreases in the net
                           current assets or shareholders' equity of the
                           Company as compared with the amounts shown on
                           the December 29, 2001 consolidated balance sheet
                           included or incorporated by reference in the
                           Registration Statement and the Prospectus, or
                           for the period from December 30, 2001 to such
                           specified date there were any decreases, as
                           compared with the corresponding period in the
                           preceding year in consolidated net revenues, or
                           in the total or per-share amounts of
                           consolidated income before extraordinary items
                           or of consolidated net income of the Company and
                           its subsidiaries, except in all instances for
                           changes or decreases set forth in such letter,
                           in which case the letter shall be accompanied by
                           an explanation by the Company as to the
                           significance thereof unless said explanation is
                           not deemed necessary by the Representatives;

                                (3) the information included or
                           incorporated by reference in the Registration
                           Statement and Prospectus in response to
                           Regulation S-K, Item 301 (Selected Financial
                           Data), Item 302 (Supplementary Financial
                           Information), Item 402 (Executive Compensation)
                           and Item 503(d) (Ratio of Earnings to Fixed
                           Charges) is not in conformity with the
                           applicable disclosure requirements of Regulation
                           S-K; and

                           (iii) they have performed certain other
                  specified procedures as a result of which they determined
                  that certain information of an accounting, financial or
                  statistical nature (which is limited to accounting,
                  financial or statistical information derived from the
                  general accounting records of the Company and its
                  subsidiaries) set forth in the Registration Statement and
                  the Prospectus and in Exhibit 12 to the Registration
                  Statement, including the information set forth under the
                  captions "Selected Financial Data" and "Management's
                  Discussion and Analysis of Financial Condition and
                  Results of Operations" in the Prospectus, the information
                  included or incorporated by reference in Item 11 of the
                  Company's Annual Report on Form 10-K, incorporated by
                  reference in the Registration Statement and the
                  Prospectus, agrees with the accounting records of the
                  Company and its subsidiaries, excluding any questions of
                  legal interpretation; and

                           (iv) on the basis of a reading of the unaudited
                  pro forma financial statements included or incorporated
                  by reference in the Registration Statement and the
                  Prospectus (the "pro forma financial statements");
                  carrying out certain specified procedures; inquiries of
                  certain officials of the Company who have responsibility
                  for financial and accounting matters; and proving the
                  arithmetic accuracy of the application of the pro forma
                  adjustments to the historical amounts in the pro forma
                  financial statements, nothing came to their attention
                  which caused them to believe that the pro forma financial
                  statements do not comply as to form in all material
                  respects with the applicable accounting requirements of
                  Rule 11-02 of Regulation S-X or that the pro forma
                  adjustments have not been properly applied to the
                  historical amounts in the compilation of such statements.

                  References to the Prospectus in this paragraph (i)
include any supplement thereto at the date of the letter.

                  (g) The Company shall have requested and caused Deloitte
& Touche LLP to have furnished to the Representatives, at the Execution
Time and at the Closing Date, letters, dated respectively as of the
Execution Time and as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the
respective applicable rules and regulations adopted by the Commission
thereunder and that they have performed a review of the unaudited interim
financial information of Gaylord Container Corp. ("Gaylord") for the
three-month period ended December 31, 2001, and as at December 31, 2001, in
accordance with Statement on Auditing Standards No. 71, and stating in
effect that:

                           (i) in their opinion the audited financial
                  statements and financial statement schedules of Gaylord
                  included or incorporated by reference in the Registration
                  Statement and the Prospectus and reported on by them
                  comply as to form in all material respects with the
                  applicable accounting requirements of the Act and the
                  Exchange Act and the related rules and regulations
                  adopted by the Commission; and

                           (ii) on the basis of their limited review, in
                  accordance with standards established under Statement on
                  Auditing Standards No. 71, of the unaudited interim
                  financial information of Gaylord for the three-month
                  period ended December 31, 2001, and as at December 31,
                  2001, as indicated in their report dated February 14,
                  2002, incorporated by reference in the Registration
                  Statement and the Prospectus, nothing came to their
                  attention which caused them to believe that any unaudited
                  financial statements of Gaylord included or incorporated
                  by reference in the Registration Statement and the
                  Prospectus do not comply as to form in all material
                  respects with applicable accounting requirements of the
                  Act and with the related rules and regulations adopted by
                  the Commission with respect to financial statements
                  included or incorporated by reference in quarterly
                  reports on Form 10-Q under the Exchange Act; and said
                  unaudited financial statements are not in conformity with
                  generally accepted accounting principles applied on a
                  basis substantially consistent with that of the audited
                  financial statements included or incorporated by
                  reference in the Registration Statement and the
                  Prospectus.

                  References to the Prospectus in this paragraph (j)
include any supplement thereto at the date of the letter.

                  (h) Subsequent to the Execution Time or, if earlier, the
dates as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Prospectus (exclusive of any
supplement thereto), there shall not have been (i) any change or decrease
specified in the letter or letters referred to in paragraph (i) or (j) of
this Section 6 or (ii) any change, or any development involving a
prospective change, in or affecting the condition (financial or otherwise),
earnings, business or properties of the Company and its subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto) the effect of which, in any case
referred to in clause (i) or (ii) above, is, in the sole judgment of the
Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Shares as
contemplated by the Registration Statement (exclusive of any amendment
thereof) and the Prospectus (exclusive of any supplement thereto).

                  (i) Subsequent to the Execution Time, there shall not
have been any decrease in the rating of any of the Company's debt
securities by any "nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act) or any notice given
of any intended or potential decrease in any such rating or of a possible
change in any such rating that does not indicate the direction of the
possible change.

                  (j) The Shares shall have been listed and admitted and
authorized for trading on the New York Stock Exchange and the Pacific
Exchange, and satisfactory evidence of such actions shall have been
provided to the Representatives.

                  (k) At the Execution Time, the Company shall have
furnished to the Representatives a letter substantially in the form of
Exhibit A hereto from each executive officer and director of the Company
addressed to the Representatives.

                  (l) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request.

                  If any of the conditions specified in this Section 6
shall not have been fulfilled when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any
time prior to, the Closing Date by the Representatives. Notice of such
cancelation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6
shall be delivered at the office of Cleary, Gottlieb, Steen & Hamilton,
counsel for the Underwriters, at One Liberty Plaza, New York, N.Y. 10006 on
the Closing Date.

                  7. Reimbursement of Underwriters' Expenses. If the sale
of the Shares provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof or
because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally through Salomon Smith Barney on demand
for all out-of-pocket expenses (including reasonable fees and disbursements
of counsel) that shall have been incurred by them in connection with the
proposed purchase and sale of the Shares.

                  8. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter and each person who
controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the
Shares as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

                  (b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls
the Company within the meaning of either the Act or the Exchange Act, to
the same extent as the foregoing indemnity from the Company to each
Underwriter, but only with reference to written information relating to
such Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any Underwriter may otherwise
have. The Company acknowledges that the statements set forth in the last
paragraph of the cover page regarding delivery of the Shares and, under the
heading "Underwriting," (i) the list of Underwriters and their respective
participation in the sale of the Shares, (ii) the sentences related to
concessions and reallowances and (iii) the paragraph related to
stabilization, syndicate covering transactions and penalty bids in any
Preliminary Prospectus and the Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for
inclusion in any Preliminary Prospectus or the Prospectus.

                  (c) Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section 8, notify the indemnifying party
in writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of
such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a)
or (b) above. The indemnifying party shall be entitled to appoint counsel
of the indemnifying party's choice at the indemnifying party's expense to
represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by
the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, (iii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
the institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the
Underwriters severally agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which the Company and one or more of the Underwriters may be
subject in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and by the Underwriters on
the other from the offering of the Shares; provided, however, that in no
case shall any Underwriter (except as may be provided in any agreement
among underwriters relating to the offering of the Shares) be responsible
for any amount in excess of the underwriting discount or commission
applicable to the Shares purchased by such Underwriter hereunder. If the
allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and the Underwriters severally shall contribute
in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and of
the Underwriters on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company shall be deemed
to be equal to the total net proceeds from the offering (before deducting
expenses) received by it, and benefits received by the Underwriters shall
be deemed to be equal to the total underwriting discounts and commissions,
in each case as set forth on the cover page of the Prospectus. Relative
fault shall be determined by reference to, among other things, whether any
untrue or any alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information
provided by the Company on the one hand or the Underwriters on the other,
the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company and the Underwriters agree that it would not be just
and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 8, each person who controls an Underwriter within
the meaning of either the Act or the Exchange Act and each director,
officer, employee and agent of an Underwriter shall have the same rights to
contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of
the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of
this paragraph (d).

                  9. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the Shares agreed to
be purchased by such Underwriter or Underwriters hereunder and such failure
to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions
which the amount of Shares set forth opposite their names in Schedule I
hereto bears to the aggregate amount of Shares set forth opposite the names
of all the remaining Underwriters) the Shares which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Shares which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate amount of Shares set forth in Schedule I
hereto, the remaining Underwriters shall have the right to purchase all,
but shall not be under any obligation to purchase any, of the Shares, and
if such nondefaulting Underwriters do not purchase all the Shares, this
Agreement will terminate without liability to any nondefaulting Underwriter
or the Company. In the event of a default by any Underwriter as set forth
in this Section 9, the Closing Date shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in
order that the required changes in the Registration Statement and the
Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting
Underwriter of its liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice
given to the Company prior to delivery of and payment for the Shares, if at
any time prior to such time (i) trading in the Company's Common Stock shall
have been suspended by the Commission, the New York Stock Exchange or the
Pacific Exchange or trading in securities generally on the New York Stock
Exchange or the Pacific Exchange shall have been suspended or limited or
minimum prices shall have been established on either of such exchanges,
(ii) a banking moratorium shall have been declared either by Federal or New
York State authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war, or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the
Representatives, impractical or inadvisable to proceed with the offering or
delivery of the Shares as contemplated by the Prospectus (exclusive of any
supplement thereto).

                  11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
the Company or any of the officers, directors, employees, agents or
controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Shares. The provisions of Sections 7 and 8
hereof shall survive the termination or cancelation of this Agreement.

                  12. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telefaxed to the Salomon Smith Barney Inc.
General Counsel (fax no.: (212) 816-7912) and confirmed to the General
Counsel, Salomon Smith Barney Inc., at 388 Greenwich Street, New York, New
York, 10013, Attention: General Counsel; or, if sent to the Company, will
be mailed, delivered or telefaxed to Temple-Inland Inc., General Counsel
(Fax no.: (936) 829-3333) and confirmed to it at Temple-Inland Inc.,
General Counsel, 303 South Temple Drive, Diboll, TX 75941.

                  13. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors
and the officers, directors, employees, agents and controlling persons
referred to in Section 8 hereof, and no other person will have any right or
obligation hereunder.

                  14. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New
York.

                  15. Counterparts. This Agreement may be signed in one or
more counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement.

                  16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. Definitions. The terms which follow, when used in
this Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended,
         and the rules and regulations of the Commission promulgated
         thereunder.

                  "Base Prospectus" shall mean the prospectus contained in
         the Registration Statement at the Effective Date.

                  "Business Day" shall mean any day other than a Saturday,
         a Sunday or a legal holiday or a day on which banking institutions
         or trust companies are authorized or obligated by law to close in
         New York City.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or
         become effective.

                  "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended, and the rules and regulations of the Commission
         promulgated thereunder.

                  "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.

                  "Preliminary Prospectus" shall mean any preliminary
         prospectus referred to in paragraph 1(a) above that omits Rule
         430A Information and which describes the Securities and the
         offering thereof and is used prior to filing of the Prospectus,
         together with the Base Prospectus.

                  "Prospectus" shall mean the prospectus supplement
         relating to the Shares that was first filed pursuant to Rule
         424(b) after the Execution Time, together with the Base
         Prospectus.

                  "Registration Statement" shall mean the registration
         statement referred to in paragraph 1(a) above, including exhibits
         and financial statements, as amended at the Execution Time (or, if
         not effective at the Execution Time, in the form in which it shall
         become effective) and, in the event any post-effective amendment
         thereto or any Rule 462(b) Registration Statement becomes
         effective prior to the Closing Date, shall also mean such
         registration statement as so amended or such Rule 462(b)
         Registration Statement, as the case may be. Such term shall
         include any Rule 430A Information deemed to be included therein at
         the Effective Date as provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such
         rules under the Act.

                  "Rule 430A Information" shall mean information with
         respect to the Shares and the offering thereof permitted to be
         omitted from the Registration Statement when it becomes effective
         pursuant to Rule 430A.

                  "Rule 462(b) Registration Statement" shall mean a
         registration statement and any amendments thereto filed pursuant
         to Rule 462(b) relating to the offering covered by the
         registration statement referred to in Section 1(a) hereof.

                  If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent a binding
agreement among the Company and the several Underwriters.

                                         Very truly yours,

                                         Temple-Inland Inc.

                                         By: /s/ Randall D. Levy
                                             -----------------------------
                                             Name:  Randall D. Levy
                                             Title: Chief Financial Officer

The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

Salomon Smith Barney Inc.
UBS Warburg LLC

By:  Salomon Smith Barney Inc.

By: /s/ John Chrysikopoulos
   ------------------------------------
   Name:  John Chrysikopoulos
   Title: Managing Director

For themselves and the other
several Underwriters named in
Schedule I to the foregoing Agreement.

                                 SCHEDULE I

                                                     Number of Underwritten
Underwriters                                         Shares to  be Purchased

Salomon Smith Barney Inc.                                   2,340,000

UBS Warburg LLC                                               540,000

ABN Amro Rothschild LLC                                       216,000

TD Securities (USA) Inc.                                      216,000

Banc of America Securities LLC                                 57,600

Credit Lyonnais Securities (USA) Inc.                          57,600

KBC Financial Products USA Inc.                                57,600

McDonald Investments Inc., a Key Corp. Company                 57,600

Scotia Capital (USA) Inc.                                      57,600
                                                          --------------
Total ..........................................            3,600,000
                                                          ==============

                                SCHEDULE II

Subsidiaries of Temple-Inland Inc.

         Inland Container Corporation I
         Inland Paperboard and Packaging, Inc.
         Gaylord Container Corporation
         Temple-Inland Forest Products Corporation
         Temple-Inland Financial Services, Inc.
         Guaranty Bank
         Guaranty Residential Lending, Inc.

                                                                  EXHIBIT A

                        [Form of Lock-Up Agreement]

          [Letterhead of officer, director or major stockholder of

                            Temple-Inland Inc.]

                             Temple-Inland Inc.

                      Public Offering of Common Stock

                                                             April 25, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC,
As Representatives of the several Underwriters,

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  This letter is being delivered to you in connection with
each of the proposed Underwriting Agreement (the "Common Stock Underwriting
Agreement"), between Temple-Inland Inc., a Delaware corporation (the
"Company"), and each of you as representatives of a group of Underwriters
named in the Common Stock Underwriting Agreement, relating to an
underwritten public offering of Common Stock, par value $1.00 per share
(the "Common Stock"), of the Company and the proposed Underwriting
Agreement (the "Upper DECS Underwriting Agreement" and, together with the
Common Stock Underwriting Agreement, the "Underwriting Agreements"),
between the Company and each of you as representatives of a group of
Underwriters named in the Upper DECS Underwriting Agreement, relating to an
underwritten public offering of the 7.50% Upper DECS, $50 stated amount per
Upper DECS (the "Upper DECS"), of the Company.

                  In order to induce you and the other Underwriters to
enter into the Underwriting Agreements, the undersigned will not, without
the prior written consent of Salomon Smith Barney Inc., offer, sell,
contract to sell, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity
with the undersigned or any affiliate of the undersigned), directly or
indirectly, including the filing (or participation in the filing) of a
registration statement with the Securities and Exchange Commission in
respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder with respect to, any shares of capital stock of the Company or
any securities convertible into or exercisable or exchangeable for such
capital stock, or publicly announce an intention to effect any such
transaction, for a period of 90 days after the date of the Underwriting
Agreements, other than shares of Common Stock disposed of as bona fide
gifts approved by Salomon Smith Barney Inc.

                  If for any reason both Underwriting Agreements shall be
terminated prior to the Closing Date (as defined in the Underwriting
Agreements), the agreement set forth above shall likewise be terminated.

                                     Yours very truly,

                                     [Signature of officer, director or major
                                     stockholder]

        [Name and address of officer, director or major stockholder]

                                                                  Exhibit 1.2

                                                             EXECUTION COPY

                             Temple-Inland Inc.

                        6,000,000 7.50% Upper DECS*
                   (Stated Amount of $50 per Upper DECS)
                             Each consisting of
           a Purchase Agreement requiring the purchase for $50 on
               May 17, 2005 of certain shares of Common Stock
                           of Temple-Inland Inc.
                                    and
                      a 6.42% Senior Note due 2007 of
                             Temple-Inland Inc.
                       with a principal amount of $50

                           Underwriting Agreement

                                                         New York, New York
                                                             April 25, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC,
As Representatives of the several Underwriters,

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  Temple-Inland Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), proposes to sell to the
several underwriters named in Schedule I hereto (the "Underwriters"), for
whom you (the "Representatives") are acting as representatives, an
aggregate of 6,000,000 7.50% Upper DECS, with a stated amount of $50 per
Upper DECS (the "Upper DECS"), of the Company (the "Underwritten
Securities"). The Company also proposes to grant to the Underwriters an
option to purchase up to 900,000 additional Upper DECS to cover
over-allotments (the "Option Securities"; the Option Securities, together
with the Underwritten Securities, being hereinafter called the
"Securities"). Each Upper DECS will initially be comprised of (a) a
purchase contract (the "Purchase Contract") under which the holder will
purchase from the Company on May 17, 2005, a number of shares (the
"Issuable Common Stock") of $1.00 par value common stock of the Company
("Common Stock") equal to the Settlement Rate (as defined in the Purchase
Contract Agreement referred to below) and (b) a 6.42% senior note due 2007
of the Company having a principal amount of $50 (the "Senior Notes").

--------

*    Plus an option to purchase from Temple-Inland Inc. up to 900,000
     additional Upper DECS to cover over-allotments.

                  In accordance with the terms of a Purchase Contract
Agreement, to be dated as of May 1, 2002 (the "Purchase Contract
Agreement"), between the Company and JPMorgan Chase Bank, as purchase
contract agent (the "Purchase Contract Agent"), the Senior Notes
constituting a part of the Upper DECS will be pledged by the Purchase
Contract Agent, on behalf of the holders of the Upper DECS, to Bank One
Trust Company, N.A., as collateral agent (the "Collateral Agent"), pursuant
to a Pledge Agreement, to be dated as of May 1, 2002 (the "Pledge
Agreement"), among the Company, the Purchase Contract Agent, the Collateral
Agent and Bank One Trust Company, N.A., as custodial agent (the "Custodial
Agent") and securities intermediary (the "Securities Intermediary"), to
secure the holders' obligation to purchase Issuable Common Stock under the
Purchase Contracts constituting part of the Upper DECS, to be dated as of
May 1, 2002, between the holders of the Upper DECS and the Company (the
"Purchase Contracts"). The rights and obligations of a holder of Upper DECS
in respect of Senior Notes (subject to the pledge thereof) and Purchase
Contracts will initially be evidenced by an Upper DECS Certificate (as
defined in the Purchase Contract Agreement).

                  The Senior Notes will be issued pursuant to the
Indenture, dated as of September 1, 1986, between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank),
as Trustee (the "Trustee"), as amended by the First Supplemental Indenture,
dated as of April 15, 1988, the Second Supplemental Indenture, dated as of
December 27, 1990, and the Third Supplemental Indenture, dated as of May 9,
1991 (as so amended, the "Indenture").

                  Pursuant to a Remarketing Agreement (the "Remarketing
Agreement") to be entered into among the Company, the Purchase Contract
Agent and a financial institution to be selected by the Company to act as
reset agent and remarketing agent (in such capacities, the "Remarketing
Agent"), the Senior Notes or other Pledged Securities (as defined below)
will be remarketed, subject to certain terms and conditions.

                  As used in this Agreement, "Transaction Documents" shall
mean, collectively, the Purchase Contract Agreement, the Indenture, the
Pledge Agreement and the Remarketing Agreement.

                  To the extent there are no additional Underwriters listed
on Schedule I other than you, the term Representatives as used herein shall
mean you, as Underwriters, and the terms Representatives and Underwriters
shall mean either the singular or plural as the context requires. Any
reference herein to the Registration Statement, a Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 that were
filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of such Preliminary Prospectus or
the Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement, or the issue date
of any Preliminary Prospectus or the Prospectus, as the case may be, deemed
to be incorporated therein by reference. Certain terms used herein are
defined in Section 17 hereof.

                  1. Representations and Warranties. The Company represents
and warrants to, and agrees with, each Underwriter as set forth below in
this Section 1.

                  (a) The Company meets the requirements for use of Form
         S-3 under the Act and has prepared and filed with the Commission a
         registration statement (file number 333-84120) on Form S-3,
         including the related Base Prospectus, for registration under the
         Act of the offering and sale of the Securities. The Company may
         have filed one or more amendments thereto, including the related
         Base Prospectus, each of which has previously been furnished to
         you. The Company will next file with the Commission the Prospectus
         in accordance with Rules 430A and 424(b). The Company has included
         in such registration statement, as amended at the Effective Date,
         all information (other than Rule 430A Information) required by the
         Act and the rules thereunder to be included in such registration
         statement and the Prospectus. As filed, the Prospectus shall
         contain all Rule 430A Information, together with all other such
         required information, and, except to the extent the
         Representatives shall agree in writing to a modification, shall be
         in all substantive respects in the form furnished to you prior to
         the Execution Time or, to the extent not completed at the
         Execution Time, shall contain only such specific additional
         information and other changes (beyond that contained in the latest
         Preliminary Prospectus) as the Company has advised you, prior to
         the Execution Time, will be included or made therein.

                  (b) On the Effective Date, the Registration Statement
         did, and when the Prospectus is first filed (if required) in
         accordance with Rule 424(b) and on the Closing Date (as defined
         herein) and on any date on which Option Securities are purchased,
         if such date is not the Closing Date (a "settlement date"), the
         Prospectus (and any supplement thereto) will, comply in all
         material respects with the applicable requirements of the Act and
         the Exchange Act and the respective rules thereunder; on the
         Effective Date and at the Execution Time, the Registration
         Statement did not or will not contain any untrue statement of a
         material fact or omit to state any material fact required to be
         stated therein or necessary in order to make the statements
         therein not misleading; and, on the date of any filing pursuant to
         Rule 424(b) and on the Closing Date and any settlement date, the
         Prospectus (together with any supplement thereto) will not include
         any untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading; provided, however, that the Company makes no
         representations or warranties as to the information contained in
         or omitted from the Registration Statement or the Prospectus (or
         any supplement thereto) in reliance upon and in conformity with
         information furnished in writing to the Company by or on behalf of
         any Underwriter through the Representatives specifically for
         inclusion in the Registration Statement or the Prospectus (or any
         supplement thereto).

                  (c) Each of the Company and the subsidiaries listed on
         Schedule II attached hereto (each a "Significant Subsidiary" and,
         together, the "Significant Subsidiaries") has been duly
         incorporated and is validly existing as a corporation in good
         standing under the laws of the jurisdiction in which it is
         chartered or organized with full corporate power and authority to
         own or lease, as the case may be, and to operate its properties
         and conduct its business as described in the Prospectus, and is
         duly qualified to do business as a foreign corporation and is in
         good standing under the laws of each jurisdiction which requires
         such qualification, except where the failure to so qualify or be
         in good standing could not be reasonably expected to have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business (a "Material
         Adverse Effect").

                  (d) All the outstanding shares of capital stock of each
         Significant Subsidiary have been duly and validly authorized and
         issued and are fully paid and nonassessable, and, except as
         otherwise set forth in the Prospectus, all outstanding shares of
         capital stock of the Significant Subsidiaries are owned by the
         Company either directly or through wholly owned subsidiaries free
         and clear of any perfected security interest or any other security
         interests, claims, liens or encumbrances, except for such security
         interests, claims, liens or encumbrances as contemplated by the
         Credit Agreement, dated as of March 1, 2002, as amended (the
         "March 2002 Credit Agreement"), among the Company, Citibank, N.A.,
         as administrative agent and as collateral agent.

                  (e) The Company's authorized equity capitalization is as
         set forth in the Prospectus; the capital stock of the Company
         conforms in all material respects to the description thereof
         contained in the Prospectus; the outstanding shares of Common
         Stock have been duly and validly authorized and issued and are
         fully paid and nonassessable; the Issuable Common Stock has been
         duly and validly authorized and, when issued and paid for in
         accordance with the Purchase Contracts will be fully paid and
         nonassessable; the Senior Notes have been duly and validly
         authorized, and, when duly executed, authenticated and delivered,
         will constitute valid and legally binding obligations of the
         Company, enforceable against the Company in accordance with their
         terms, except as enforceability may be limited by applicable
         bankruptcy, reorganization, insolvency, moratorium, fraudulent
         conveyance or other laws affecting creditors' rights generally
         from time to time in effect and to general principles of equity
         (regardless of whether enforceability is considered at law or in
         equity), and will be in the form contemplated by, and will be
         entitled to the benefits of, the Indenture; and the Securities
         have been duly and validly authorized, and, when duly executed,
         authenticated and delivered to and paid for by the Underwriters
         pursuant to this Agreement, will be fully paid and nonassessable
         and will constitute valid and legally binding obligations of the
         Company, enforceable against the Company in accordance with their
         terms, except as enforceability may be limited by applicable
         bankruptcy, reorganization, insolvency, moratorium, fraudulent
         conveyance or other laws affecting creditors' rights generally
         from time to time in effect and to general principles of equity
         (regardless of whether enforceability is considered at law or in
         equity), and will be in the form contemplated by, and will be
         entitled to the benefits of, the Purchase Contract Agreement; the
         certificates for the Securities are in valid and sufficient form;
         and, except as set forth in the Prospectus (exclusive of any
         supplement thereto), the holders of outstanding shares of capital
         stock of the Company are not entitled to preemptive or other
         rights to subscribe for Common Stock or the Securities; and,
         except as set forth in the Prospectus, no options, warrants or
         other rights to purchase, agreements or other obligations to
         issue, or rights to convert any obligations into or exchange any
         securities for, shares of capital stock of or ownership interests
         in the Company are outstanding.

                  (f) The Securities are duly listed, and admitted and
         authorized for trading, subject to official notice of issuance and
         evidence of satisfactory distribution, on the New York Stock
         Exchange.

                  (g) There is no franchise, contract or other document of
         a character required to be described in the Registration Statement
         or Prospectus, or to be filed as an exhibit thereto, which is not
         described or filed as required.

                  (h) This Agreement has been duly authorized, executed and
         delivered by the Company.

                  (i) The Purchase Contract Agreement has been duly
         authorized by the Company and, at the Closing Date, when duly
         executed and delivered by the Company and assuming due
         authorization, execution and delivery thereof by the Purchase
         Contract Agent, will constitute a valid and legally binding
         obligation of the Company, enforceable against the Company in
         accordance with its terms, except as enforceability may be limited
         by applicable bankruptcy, reorganization, insolvency, moratorium,
         fraudulent conveyance or other laws affecting creditors' rights
         generally from time to time in effect and to general principles of
         equity (regardless of whether enforceability is considered in a
         proceeding at law or in equity); and the Purchase Contract
         Agreement will conform in all material respects to the description
         thereof contained in the Prospectus.

                  (j) The Purchase Contracts have been duly authorized by
         the Company and, when duly executed, authenticated and delivered
         in accordance with the Purchase Contract Agreement and paid for in
         accordance with the terms of this Agreement, will constitute valid
         and legally binding obligations of the Company, enforceable
         against the Company in accordance with their terms, except as
         enforceability may be limited by applicable bankruptcy,
         reorganization, insolvency, moratorium, fraudulent conveyance or
         other laws affecting creditors' rights generally from time to time
         in effect and to general principles of equity (regardless of
         whether enforceability is considered in a proceeding at law or in
         equity); the Purchase Contracts will conform in all material
         respects to the description thereof contained in the Prospectus;
         and the issuance of the Purchase Contracts is not subject to any
         preemptive or similar rights.

                  (k) The Remarketing Agreement has been duly authorized by
         the Company and, at the date of the Remarketing Agreement and at
         the Remarketing Closing Date (as defined in the Remarketing
         Agreement) when executed and delivered by the Company and assuming
         due authorization, execution and delivery thereof by the Purchase
         Contract Agent and the Remarketing Agent, will constitute a valid
         and legally binding obligation of the Company, enforceable against
         the Company in accordance with its terms, except as enforceability
         may be limited by applicable bankruptcy, reorganization,
         insolvency, moratorium, fraudulent conveyance or other laws
         affecting creditors' rights generally from time to time in effect
         and to general principles of equity (regardless of whether
         enforceability is considered in a proceeding at law or in equity);
         and the Remarketing Agreement will conform in all material
         respects to the description thereof contained in the Prospectus.

                  (l) The Pledge Agreement has been duly authorized by the
         Company and, at the Closing Date, when executed and delivered by
         the Company and assuming due authorization, execution and delivery
         thereof by the Collateral Agent and the Purchase Contract Agent,
         will constitute a valid and legally binding obligation of the
         Company, enforceable against the Company in accordance with its
         terms, except as enforceability may be limited by applicable
         bankruptcy, reorganization, insolvency, moratorium, fraudulent
         conveyance or other laws affecting creditors' rights generally
         from time to time in effect and to general principles of equity
         (regardless of whether enforceability is considered in a
         proceeding at law or in equity); and the Pledge Agreement will
         conform in all material respects to the description thereof
         contained in the Prospectus.

                  (m) The Pledge Agreement creates, as collateral security
         for the performance when due by the holders from time to time of
         the Upper DECS of their respective obligations under the Purchase
         Contracts constituting part of such Upper DECS, a legal, valid and
         perfected security interest (as defined in the Uniform Commercial
         Code, as adopted and in effect in the State of New York (the "New
         York UCC")) in favor of the Collateral Agent for the benefit of
         the Company, in the right, title and interest of such holders in
         the securities and other assets and interests pledged to the
         Collateral Agent pursuant to the Pledge Agreement (the "Pledged
         Securities").

                  (n) The Indenture has been duly authorized, executed and
         delivered by the Company and is a valid and legally binding
         agreement of the Company, enforceable against the Company in
         accordance with its terms, except as enforceability may be limited
         by applicable bankruptcy, reorganization, insolvency, moratorium,
         fraudulent conveyance or other laws affecting creditors' rights
         generally from time to time in effect and to general principles of
         equity (regardless of whether enforceability is considered in a
         proceeding at law or in equity), and will conform in all material
         respects to the description thereof in the Prospectus.

                  (o) The Company is not and, after giving effect to the
         offering and sale of the Securities and the application of the
         proceeds thereof as described in the Prospectus, will not be an
         "investment company" as defined in the Investment Company Act of
         1940, as amended.

                  (p) No consent, approval, authorization, filing with or
         order of any court or governmental agency or body is required in
         connection with the transactions contemplated herein, except such
         as have been obtained under the Act and the Trust Indenture Act
         and such as may be required under the blue sky laws of any
         jurisdiction in connection with the purchase and distribution of
         the Securities by the Underwriters in the manner contemplated
         herein and in the Prospectus.

                  (q) Neither the issue and sale of the Securities nor the
         consummation of any other of the transactions herein contemplated
         nor the fulfillment of the terms hereof will conflict with, result
         in a breach or violation or imposition of any lien, charge or
         encumbrance upon any property or assets of the Company or any of
         the Significant Subsidiaries pursuant to, (i) the charter or
         by-laws of the Company or any of the Significant Subsidiaries,
         (ii) the terms of any indenture, contract, lease, mortgage, deed
         of trust, note agreement, loan agreement or other agreement,
         obligation, condition, covenant or instrument to which the Company
         or any of the Significant Subsidiaries is a party or bound or to
         which its or their property is subject, or (iii) any statute, law,
         rule, regulation, judgment, order or decree applicable to the
         Company or any of the Significant Subsidiaries of any court,
         regulatory body, administrative agency, governmental body,
         arbitrator or other authority having jurisdiction over the Company
         or any of the Significant Subsidiaries or any of its or their
         properties, except, with respect to clauses (ii) or (iii) above,
         for such conflicts, breaches, defaults, liens, charges,
         encumbrances or violations that could not be reasonably be
         expected to result in a Material Adverse Effect or to materially
         adversely affect the performance of this Agreement or the
         consummation of the transactions contemplated hereby.

                  (r) No holders of securities of the Company have rights
         to the registration of such securities under the Registration
         Statement.

                  (s) The consolidated historical financial statements and
         schedules of the Company and its consolidated subsidiaries
         included in the Prospectus and the Registration Statement present
         fairly in all material respects the financial condition, results
         of operations and cash flows of the Company as of the dates and
         for the periods indicated, comply as to form with the applicable
         accounting requirements of the Act and have been prepared in
         conformity with generally accepted accounting principles applied
         on a consistent basis throughout the periods involved (except as
         otherwise noted therein). The selected financial data set forth
         under the caption "Selected Financial Data" in the Prospectus and
         Registration Statement fairly present, on the basis stated in the
         Prospectus and the Registration Statement, the information
         included therein. The unaudited pro forma combined financial
         statements included in the Prospectus and the Registration
         Statement include assumptions that provide a reasonable basis for
         presenting the significant effects directly attributable to the
         transactions and events described therein, the related pro forma
         adjustments give appropriate effect to those assumptions, and the
         pro forma adjustments reflect the proper application of those
         adjustments to the historical financial statement amounts in the
         unaudited pro forma combined financial statements included in the
         Prospectus and the Registration Statement. The unaudited pro forma
         combined financial statements included in the Prospectus and the
         Registration Statement comply as to form in all material respects
         with the applicable accounting requirements of Regulation S-X
         under the Act and the pro forma adjustments have been properly
         applied to the historical amounts in the compilation of those
         statements.

                  (t) No action, suit or proceeding by or before any court
         or governmental agency, authority or body or any arbitrator
         involving the Company or any of its subsidiaries or its or their
         property is pending or, to the best knowledge of the Company,
         threatened that (i) could reasonably be expected to have a
         material adverse effect on the performance of this Agreement or
         the consummation of any of the transactions contemplated hereby or
         (ii) could reasonably be expected to have a Material Adverse
         Effect, except as set forth in or contemplated in the Prospectus
         (exclusive of any supplement thereto).

                  (u) Each of the Company and each of the Significant
         Subsidiaries owns or leases all such properties as are necessary
         to the conduct of its operations as presently conducted.

                  (v) Neither the Company nor any Significant Subsidiary is
         in violation or default of (i) any provision of its charter or
         bylaws, (ii) the terms of any indenture, contract, lease,
         mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which
         it is a party or bound or to which its property is subject, or
         (iii) any statute, law, rule, regulation, judgment, order or
         decree of any court, regulatory body, administrative agency,
         governmental body, arbitrator or other authority having
         jurisdiction over the Company or such Significant Subsidiary or
         any of its properties, as applicable, except, with respect to
         clauses (ii) and (iii) above, for such violations or defaults that
         could not reasonably be expected to have a Material Adverse
         Effect.

                  (w) Ernst & Young, LLP, who have audited certain
         financial statements of the Company and its consolidated
         subsidiaries and delivered their report with respect to the
         audited consolidated financial statements and schedules included
         in the Prospectus, are independent public accountants with respect
         to the Company within the meaning of the Act and the applicable
         published rules and regulations thereunder.

                  (x) There are no transfer taxes or other similar fees or
         charges under Federal law or the laws of any state, or any
         political subdivision thereof, required to be paid in connection
         with the execution and delivery of this Agreement or the issuance
         by the Company or sale by the Company of the Securities.

                  (y) No labor problem or dispute with the employees of the
         Company or any of its Significant Subsidiaries exists or, to the
         knowledge of the Company, is threatened or imminent.

                  (z) No Significant Subsidiary of the Company is currently
         prohibited, directly or indirectly, from paying any dividends to
         the Company, from making any other distribution on such
         subsidiary's capital stock, from repaying to the Company any loans
         or advances to such subsidiary from the Company or from
         transferring any of such subsidiary's property or assets to the
         Company or any other subsidiary of the Company, except as
         described in or contemplated by the Prospectus.

                  (aa) The Company and its consolidated subsidiaries
         possess all licenses, certificates, permits and other
         authorizations issued by the appropriate federal, state or foreign
         regulatory authorities necessary to conduct their respective
         businesses, and neither the Company nor any such subsidiary has
         received any notice of proceedings relating to the revocation or
         modification of any such certificate, authorization or permit
         which, singly or in the aggregate, if the subject of an
         unfavorable decision, ruling or finding, would have a Material
         Adverse Effect, except as set forth in or contemplated in the
         Prospectus (exclusive of any supplement thereto).

                  (bb) The Company has not taken, directly or indirectly,
         any action that has constituted or that was designed to or might
         reasonably be expected to cause or result in, under the Exchange
         Act or otherwise, the stabilization or manipulation of the price
         of any security of the Company to facilitate the sale or resale of
         the Securities.

                  (cc) The Company and its Significant Subsidiaries (i) are
         in compliance with any and all applicable foreign, federal, state
         and local laws and regulations relating to the protection of human
         health and safety, the environment or hazardous or toxic
         substances or wastes, pollutants or contaminants ("Environmental
         Laws"), (ii) have received and are in compliance with all permits,
         licenses or other approvals required of them under applicable
         Environmental Laws to conduct their respective businesses and
         (iii) have not received notice of any actual or potential
         liability for the investigation or remediation of any disposal or
         release of hazardous or toxic substances or wastes, pollutants or
         contaminants, except where such non-compliance with Environmental
         Laws, failure to receive required permits, licenses or other
         approvals, or liability would not, individually or in the
         aggregate, have a Material Adverse Effect, except as set forth in
         or contemplated in the Prospectus (exclusive of any supplement
         thereto).

                  (dd) The Significant Subsidiaries are the only
         significant subsidiaries of the Company as defined by Rule 1-02(w)
         of Regulation S-X.

                  (ee) Except as set forth in or contemplated in the
         Prospectus (exclusive of any supplement thereto) or publicly
         announced, no "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the
         Act) has (A) taken any action to, or to the Company's knowledge,
         threatened to decrease the rating of any debt securities of the
         Company or any of its subsidiaries or (B) given any notice of any
         intended or potential decrease in any such rating or of a possible
         change in any such rating that does not indicate the direction of
         the possible change.

         Any certificate signed by any officer of the Company and delivered
to the Representatives or counsel for the Underwriters in connection with
the offering of the Securities shall be deemed a representation and
warranty by the Company, as to matters covered thereby, to each
Underwriter.

                  2. Purchase and Sale. (a) Subject to the terms and
conditions and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the
Company, at a purchase price of $48.50 per Upper DECS, the amount of the
Underwritten Securities set forth opposite such Underwriter's name in
Schedule I hereto.

                  (b) Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company
hereby grants an option to the several Underwriters to purchase, severally
and not jointly, up to 900,000 Option Securities at the same purchase price
per Upper DECS as the Underwriters shall pay for the Underwritten
Securities. Said option may be exercised only to cover over-allotments in
the sale of the Underwritten Securities by the Underwriters. Said option
may be exercised in whole or in part at any time on or before the 13th day
after the date of the Prospectus upon written or telegraphic notice by the
Representatives to the Company setting forth the number of Option
Securities as to which the several Underwriters are exercising the option
and the settlement date (which must be on or before the 13th day after the
Closing Date). The number of Option Securities to be purchased by each
Underwriter shall be the same percentage of the total number of Option
Securities to be purchased by the several Underwriters as such Underwriter
is purchasing of the Underwritten Securities, subject to such adjustments
as you in your absolute discretion shall make to eliminate any fractional
Upper DECS.

                  3. Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided
for in Section 2(b) hereof shall have been exercised on or before the third
Business Day prior to the Closing Date) shall be made at 10:00 AM, New York
City time, on May 1, 2002, or at such time on such later date not more than
three Business Days after the foregoing date as the Representatives shall
designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such
date and time of delivery and payment for the Securities being herein
called the "Closing Date"). Delivery of the Securities shall be made to the
Representatives for the respective accounts of the several Underwriters
against payment by the several Underwriters through the Representatives of
the purchase price thereof to or upon the order of the Company by wire
transfer payable in same-day funds to an account specified by the Company.
Delivery of the Underwritten Securities and the Option Securities shall be
made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

                  If the option provided for in Section 2(b) hereof is
exercised after the third Business Day prior to the Closing Date, the
Company will deliver the Option Securities (at the expense of the Company)
to the Representatives, at 388 Greenwich Street, New York, New York, on the
date specified by the Representatives (which shall be within three Business
Days after exercise of said option) for the respective accounts of the
several Underwriters, against payment by the several Underwriters through
the Representatives of the purchase price thereof to or upon the order of
the Company by wire transfer payable in same-day funds to an account
specified by the Company. If settlement for the Option Securities occurs
after the Closing Date, the Company will deliver to the Representatives on
the settlement date for the Option Securities, and the obligation of the
Underwriters to purchase the Option Securities shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as
of such date the opinions, certificates and letters delivered on the
Closing Date pursuant to Section 6 hereof.

                  4. Offering by Underwriters. It is understood that the
several Underwriters propose to offer the Securities for sale to the public
as set forth in the Prospectus.

                  5. Agreements. The Company agrees with the several
Underwriters that:

                  (a) The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time,
         and any amendment thereof, to become effective. Prior to the
         termination of the offering of the Securities, the Company will
         not file any amendment of the Registration Statement or supplement
         to the Prospectus or any Rule 462(b) Registration Statement unless
         the Company has furnished you a copy for your review prior to
         filing and will not file any such proposed amendment or supplement
         to which you reasonably object. Subject to the foregoing sentence,
         if the Registration Statement has become or becomes effective
         pursuant to Rule 430A, or filing of the Prospectus is otherwise
         required under Rule 424(b), the Company will cause the Prospectus,
         properly completed, and any supplement thereto to be filed with
         the Commission pursuant to the applicable paragraph of Rule 424(b)
         within the time period prescribed and will provide evidence
         satisfactory to the Representatives of such timely filing. The
         Company will promptly advise the Representatives (1) when the
         Registration Statement, if not effective at the Execution Time,
         shall have become effective, (2) when the Prospectus, and any
         supplement thereto, shall have been filed (if required) with the
         Commission pursuant to Rule 424(b) or when any Rule 462(b)
         Registration Statement shall have been filed with the Commission,
         (3) when, prior to termination of the offering of the Securities,
         any amendment to the Registration Statement shall have been filed
         or become effective, (4) of any request by the Commission or its
         staff for any amendment of the Registration Statement, or any Rule
         462(b) Registration Statement, or for any supplement to the
         Prospectus or for any additional information, (5) of the issuance
         by the Commission of any stop order suspending the effectiveness
         of the Registration Statement or the institution or threatening of
         any proceeding for that purpose and (6) of the receipt by the
         Company of any notification with respect to the suspension of the
         qualification of the Securities for sale in any jurisdiction or
         the institution or threatening of any proceeding for such purpose.
         The Company will use its best efforts to prevent the issuance of
         any such stop order or the suspension of any such qualification
         and, if issued, to obtain as soon as possible the withdrawal
         thereof.

                  (b) If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event
         occurs as a result of which the Prospectus as then supplemented
         would include any untrue statement of a material fact or omit to
         state any material fact necessary to make the statements therein
         in the light of the circumstances under which they were made not
         misleading, or if it shall be necessary to amend the Registration
         Statement or supplement the Prospectus to comply with the Act or
         the Exchange Act or the respective rules thereunder, the Company
         promptly will (1) notify the Representatives of such event, (2)
         prepare and file with the Commission, subject to the second
         sentence of paragraph (a) of this Section 5, an amendment or
         supplement which will correct such statement or omission or effect
         such compliance and (3) supply any supplemented Prospectus to you
         in such quantities as you may reasonably request.

                  (c) As soon as practicable, the Company will make
         generally available to its security holders and to the
         Representatives an earnings statement or statements of the Company
         and its subsidiaries that will satisfy the provisions of Section
         11(a) of the Act and Rule 158 under the Act.

                  (d) The Company will furnish to the Representatives and
         counsel for the Underwriters, without charge, signed (but not
         original) copies of the Registration Statement (including exhibits
         thereto) and to each other Underwriter a copy of the Registration
         Statement (without exhibits thereto) and, so long as delivery of a
         prospectus by an Underwriter or dealer may be required by the Act,
         as many copies of each Preliminary Prospectus and the Prospectus
         and any supplement thereto as the Representatives may reasonably
         request. The Company will pay the expenses of printing or other
         production of all documents relating to the offering.

                  (e) The Company will arrange, if necessary, for the
         qualification of the Securities for sale under the laws of such
         jurisdictions as the Representatives may designate, will maintain
         such qualifications in effect so long as required for the
         distribution of the Securities and will pay any fee of the
         National Association of Securities Dealers, Inc., in connection
         with its review of the offering; provided that in no event shall
         the Company be obligated to qualify to do business in any
         jurisdiction where it is not now so qualified or to take any
         action that would subject it to service of process in suits, other
         than those arising out of the offering or sale of the Securities,
         in any jurisdiction where it is not now so subject.

                  (f) The Company will not, without the prior written
         consent of Salomon Smith Barney Inc., offer, sell, contract to
         sell, pledge, or otherwise dispose of, (or enter into any
         transaction which is designed to, or might reasonably be expected
         to, result in the disposition (whether by actual disposition or
         effective economic disposition due to cash settlement or
         otherwise) by the Company or any affiliate of the Company or any
         person in privity with the Company or any affiliate of the
         Company) directly or indirectly, including the filing (or
         participation in the filing) of a registration statement with the
         Commission in respect of, or establish or increase a put
         equivalent position or liquidate or decrease a call equivalent
         position within the meaning of Section 16 of the Exchange Act, any
         other shares of its Common Stock or any securities convertible
         into, or exercisable, or exchangeable for, shares of its Common
         Stock; or publicly announce an intention to effect any such
         transaction, for a period of 90 days after the Execution Time,
         provided, however, that (A) the Company may issue and sell its
         Common Stock in the concurrent offering contemplated by the
         Prospectus and (B) the Company may issue and sell Common Stock
         pursuant to any employee stock option plan, stock ownership plan
         or dividend reinvestment plan of the Company in effect at the
         Execution Time and the Company may issue Common Stock issuable
         upon the conversion of securities or the exercise of warrants
         outstanding at the Execution Time.

                  (g) The Company will not take, directly or indirectly,
         any action designed to or which has constituted or which might
         reasonably be expected to cause or result, under the Exchange Act
         or otherwise, in stabilization or manipulation of the price of any
         security of the Company to facilitate the sale or resale of the
         Securities.

                  (h) The Company agrees to pay the costs and expenses
         relating to the following matters: (i) the preparation, printing
         or reproduction and filing with the Commission of the Registration
         Statement (including financial statements and exhibits thereto),
         each Preliminary Prospectus, the Prospectus and each amendment or
         supplement to any of them; (ii) the printing (or reproduction) and
         delivery (including postage, air freight charges and charges for
         counting and packaging) of such copies of the Registration
         Statement, each Preliminary Prospectus, the Prospectus and all
         amendments or supplements to any of them, as may, in each case, be
         reasonably requested for use in connection with the offering and
         sale of the Securities; (iii) the preparation, printing,
         authentication, issuance and delivery of certificates for the
         Securities, including any stamp or transfer taxes in connection
         with the original issuance and sale of the Securities; (iv) the
         printing (or reproduction) and delivery of this Agreement, any
         blue sky memorandum and all other agreements or documents printed
         (or reproduced) and delivered in connection with the offering of
         the Securities; (v) the registration of the Securities under the
         Exchange Act; (vi) any registration or qualification of the
         Securities for offer and sale under the securities or blue sky
         laws of the several states (including filing fees and the
         reasonable fees and expenses of counsel for the Underwriters
         relating to such registration and qualification); (vii) any
         filings required to be made with the National Association of
         Securities Dealers, Inc. (including filing fees and the reasonable
         fees and expenses of counsel for the Underwriters relating to such
         filings); (viii) the transportation and other expenses incurred by
         or on behalf of Company representatives in connection with
         presentations to prospective purchasers of the Securities; (ix)
         the fees and expenses of the Company's accountants and the fees
         and expenses of counsel (including local and special counsel) for
         the Company; and (x) all other costs and expenses incident to the
         performance by the Company of its obligations hereunder.

                  6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Securities and
the Option Securities, as the case may be, shall be subject to the accuracy
of the representations and warranties on the part of the Company contained
herein as of the Execution Time, the Closing Date and any settlement date
pursuant to Section 3 hereof, to the accuracy of the statements of the
Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the
following additional conditions:

                  (a) If filing of the Prospectus, or any supplement
         thereto, is required pursuant to Rule 424(b), the Prospectus, and
         any such supplement, will be filed in the manner and within the
         time period required by Rule 424(b); and no stop order suspending
         the effectiveness of the Registration Statement shall have been
         issued and no proceedings for that purpose shall have been
         instituted or threatened.

                  (b) The Company shall have requested and caused Skadden,
         Arps, Slate, Meagher & Flom LLP, counsel for the Company, to have
         furnished to the Representatives their opinion, dated the Closing
         Date and addressed to the Representatives, to the effect that:

                           (i) this Agreement has been duly authorized,
                  executed and delivered by the Company;

                           (ii) the Purchase Contract Agreement has been
                  duly authorized, executed and delivered by the Company
                  and, assuming due authorization, execution and delivery
                  thereof by the Purchase Contract Agent, is a valid and
                  binding agreement of the Company, enforceable against the
                  Company in accordance with its terms, except as
                  enforceability may be limited by applicable bankruptcy,
                  reorganization, insolvency, moratorium or other laws
                  affecting creditors' rights generally from time to time
                  in effect and to general principles of equity (regardless
                  of whether enforcement is sought in equity or at law);

                           (iii) the Purchase Contracts have been duly
                  authorized, executed and delivered by the Company in
                  accordance with its terms and is a valid and binding
                  agreement of the Company, enforceable against the Company
                  in accordance with their terms, except as enforceability
                  may be limited by applicable bankruptcy, reorganization,
                  insolvency, moratorium or other laws affecting creditors'
                  rights generally from time to time in effect and to
                  general principles of equity (regardless of whether
                  enforcement is sought in equity or at law);

                           (iv) the form of the Remarketing Agreement has
                  been duly authorized by the Company;

                           (v) the Pledge Agreement has been duly
                  authorized, executed and delivered by the Company and,
                  assuming due authorization, execution and delivery
                  thereof by the Collateral Agent and the Purchase Contract
                  Agent, is a valid and binding agreement of the Company,
                  enforceable against the Company in accordance with its
                  terms, except as enforceability may be limited by
                  applicable bankruptcy, reorganization, insolvency,
                  moratorium or other laws affecting creditors' rights
                  generally from time to time in effect and to general
                  principles of equity (regardless of whether enforcement
                  is sought in equity or at law);

                           (vi) the Indenture has been duly authorized,
                  executed and delivered by the Company, has been duly
                  qualified under the Trust Indenture Act, and is a valid
                  and binding agreement of the Company, enforceable against
                  the Company in accordance with its terms, except as
                  enforceability may be limited by applicable bankruptcy,
                  reorganization, insolvency, fraudulent conveyance,
                  moratorium or other laws affecting creditors' rights
                  generally from time to time in effect and to general
                  principles of equity (regardless of whether enforcement
                  is sought in equity or at law);

                           (vii) no governmental approval that has not been
                  obtained or taken and is not in full force and effect is
                  required to be obtained in connection with the execution
                  and delivery of each of the Transaction Documents by the
                  Company or the consummation by the Company of the
                  transactions contemplated thereby;

                           (viii) the Securities have been duly authorized
                  by the Company, and, when duly executed, authenticated in
                  accordance with the terms of the Purchase Contract
                  Agreement and delivered to and paid for by the
                  Underwriters pursuant to this Agreement and assuming the
                  certificates evidencing the Upper DECS have been duly
                  executed by the Purchase Contract Agent, will constitute
                  valid and binding obligations of the Company entitled to
                  the benefits of the Purchase Contract Agreement and
                  enforceable against the Company in accordance with their
                  terms, except as enforceability may be limited by
                  applicable bankruptcy, reorganization, insolvency,
                  moratorium or other laws affecting creditors' rights
                  generally from time to time in effect and to general
                  principles of equity (regardless of whether enforcement
                  is sought in equity or at law);

                           (ix) the Senior Notes have been duly authorized
                  by the Company, and, when duly executed, issued and
                  delivered by the Company against payment therefor in
                  accordance with this Agreement and the Indenture, will
                  constitute valid and binding obligations of the Company
                  entitled to the benefits of the Indenture and enforceable
                  against the Company in accordance with their terms,
                  except as enforceability may be limited by applicable
                  bankruptcy, reorganization, insolvency, moratorium or
                  other laws affecting creditors' rights generally from
                  time to time in effect and to general principles of
                  equity (regardless of whether enforcement is sought in
                  equity or at law);

                           (x) the Issuable Common Stock has been duly
                  authorized by the Company and, when issued and delivered
                  by the Company in accordance with the Purchase Contract
                  Agreement and the Purchase Contracts, upon payment of the
                  purchase price specified therein, will be validly issued,
                  fully paid and nonassessable;

                           (xi) the Securities are duly listed, and
                  admitted and authorized for trading, subject to official
                  notice of issuance and evidence of satisfactory
                  distribution, on the New York Stock Exchange;

                           (xii) the Company is not and, solely after
                  giving effect to the offering and sale of the Securities
                  and the application of the proceeds thereof as described
                  in the Prospectus, will not be an "investment company" as
                  defined in the Investment Company Act of 1940, as
                  amended;

                           (xiii) Temple-Inland Financial Services, Inc. is
                  an exempt multiple savings and loan company under the
                  Home Owners' Loan Act of 1939, as amended (the Home
                  Owners' Loan Act), and Guaranty Bank is a federally
                  chartered savings bank under the Home Owners' Loan Act;

                           (xiv) the Registration Statement has become
                  effective under the Act; to the knowledge of such
                  counsel, no stop order suspending the effectiveness of
                  the Registration Statement has been issued, and, to the
                  best knowledge of such counsel, no proceedings for that
                  purpose have been instituted or are pending or
                  threatened; the Registration Statement and the Prospectus
                  (other than the financial statements and other financial
                  information contained therein, as to which such counsel
                  need express no opinion) appeared on their face to be
                  appropriately responsive in all material respects to the
                  applicable requirements of the Act and the Exchange Act
                  and the respective rules thereunder; and such counsel has
                  no reason to believe that on the Effective Date or the
                  date the Registration Statement was last deemed amended
                  the Registration Statement contained any untrue statement
                  of a material fact or omitted to state any material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading or that the Prospectus
                  as of its date and on the Closing Date included or
                  includes any untrue statement of a material fact or
                  omitted or omits to state a material fact necessary to
                  make the statements therein, in the light of the
                  circumstances under which they were made, not misleading
                  (in each case, other than the financial statements and
                  other financial information contained therein, as to
                  which such counsel need express no opinion);

                           (xv) under the Uniform Commercial Code as in
                  effect on the date of such letter in the State of New
                  York (the "New York UCC"), the provisions of the Pledge
                  Agreement are effective to create a valid security
                  interest in each Holder's rights in the Collateral
                  Account (each as defined in the Pledge Agreement), in
                  favor of the Collateral Agent to secure the respective
                  obligations of such Holders under the related Forward
                  Purchase Contract; under the New York UCC, the provisions
                  of the Pledge Agreement are effective to perfect the
                  security interest of the Collateral Agent in the Holders'
                  rights in the Collateral Account;

                           (xvi) each of the Company and the Significant
                  Subsidiaries have been duly incorporated and is validly
                  existing as a corporation in good standing under the laws
                  of the jurisdiction in which it is chartered or organized
                  (other than Guaranty Residential Lending, Inc. for which
                  no such opinion is required);

                           (xvii) the Company has the corporate power and
                  the corporate authority to execute and deliver this
                  Agreement and each of the Transaction Documents and to
                  consummate the transactions contemplated thereby;

                           (xviii) the Company has an authorized
                  capitalization as set forth in the Prospectus and the
                  authorized capital stock of the Company conforms as to
                  legal matters to the description thereof contained in the
                  Prospectus;

                           (xix) the discussion set forth in the Prospectus
                  under the heading "Certain United States Federal Income
                  Tax Consequences" constitutes, in all material respects,
                  a fair and accurate summary of the United States federal
                  income tax consequences of the purchase, ownership and
                  disposition of the Securities, based upon current United
                  States federal income tax law; and

                           (xx) the execution and delivery by the Company
                  of this Agreement and the Transaction Documents and the
                  consummation of the transactions contemplated herein and
                  therein, including the issuance and sale of the
                  Securities will not violate or conflict with, or result
                  in any contravention of, any applicable law.

         In rendering such opinion, such counsel may rely (A) as to matters
         involving the application of laws of any jurisdiction other than
         the State of New York, the State of Delaware or the Federal laws
         of the United States, to the extent they deem proper and specified
         in such opinion, upon the opinion of other counsel of good
         standing whom they believe to be reliable and who are satisfactory
         to counsel for the Underwriters and (B) as to matters of fact, to
         the extent they deem proper, on certificates of responsible
         officers of the Company and public officials. References to the
         Prospectus in this paragraph (b) include any supplements thereto
         at the Closing Date.

                  (c) The Company shall have requested and caused M.
         Richard Warner, Vice President and General Counsel for the
         Company, to have furnished to the Representatives his opinion,
         dated the Closing Date and addressed to the Representatives, to
         the effect that:

                           (i) each of the Company and each of the
                  Significant Subsidiaries has been duly incorporated and
                  is validly existing as a corporation in good standing
                  under the laws of the jurisdiction in which it is
                  chartered or organized, with full corporate power and
                  authority to own or lease, as the case may be, and to
                  operate its properties and conduct its business as
                  described in the Prospectus, and is duly qualified to do
                  business as a foreign corporation and is in good standing
                  under the laws of each other jurisdiction which requires
                  such qualification, except where the failure to so
                  qualify or be in good standing could not reasonably be
                  expected to result in a Material Adverse Effect;

                           (ii) all the outstanding shares of capital stock
                  of each Significant Subsidiary have been duly and validly
                  authorized and issued and are fully paid and
                  nonassessable, and, except as otherwise set forth in the
                  Prospectus, all outstanding shares of capital stock of
                  the Significant Subsidiaries are owned by the Company
                  either directly or through wholly owned subsidiaries free
                  and clear of any perfected security interest and, to the
                  knowledge of such counsel, after due inquiry, any other
                  security interest, claim, lien or encumbrance, except for
                  security interests, claims, liens or encumbrances
                  contemplated by the March 2002 Credit Agreement;

                           (iii) the outstanding shares of Common Stock
                  have been duly and validly authorized and issued and are
                  fully paid and nonassessable;

                           (iv) the holders of outstanding shares of
                  capital stock of the Company are not entitled to exercise
                  any preemptive or other rights to subscribe for Common
                  Stock or the Securities as a result of the transactions
                  contemplated by this Agreement; and, except as set forth
                  in the Prospectus, no options, warrants or other rights
                  to purchase, agreements or other obligations to issue, or
                  rights to convert any obligations into or exchange any
                  securities for, shares of capital stock of or ownership
                  interests in the Company are outstanding;

                           (v) to the knowledge of such counsel, there is
                  no pending or threatened action, suit or proceeding by or
                  before any court or governmental agency, authority or
                  body or any arbitrator involving the Company or any of
                  its subsidiaries or its or their property of a character
                  required to be disclosed in the Registration Statement or
                  the Prospectus which is not adequately described as
                  required, and there is no franchise, contract or other
                  document of a character required to be described in the
                  Registration Statement or Prospectus, or to be filed as
                  an exhibit thereto, which is not described or filed as
                  required;

                           (vi) the issue and sale of the Securities, the
                  execution, delivery and performance of this Agreement and
                  the Transaction Documents, the consummation of the
                  transactions contemplated therein, and the fulfillment of
                  the terms or provisions thereof will not conflict with,
                  result in a breach or violation of or imposition of any
                  lien, charge or encumbrance upon any property or assets
                  of the Company or its Significant Subsidiaries pursuant
                  to, (i) the charter or by-laws of the Company or its
                  Significant Subsidiaries or (ii) the terms of any
                  indenture, contract, lease, mortgage, deed of trust, note
                  agreement, loan agreement or other agreement, obligation,
                  condition, covenant or instrument to which its or their
                  property is subject, or (iii) any statute, law, rule,
                  regulation, judgment, order or decree applicable to the
                  Company or the Significant Subsidiaries or any court,
                  regulatory body, administrative agency, governmental
                  body, arbitrator or other authority having jurisdiction
                  over the Company or the Significant Subsidiaries or any
                  of its or their properties, except, in the case of
                  clauses (ii) or (iii) above, for such conflicts,
                  breaches, defaults, liens, charges, encumbrances or
                  violations that could not reasonably be expected to
                  result in a Material Adverse Effect; and

                           (vii) no holders of securities of the Company
                  have rights to the registration of such securities under
                  the Registration Statement.

                  (d) The Company shall have requested and caused Cravath,
         Swaine & Moore, counsel for the Trustee, to have furnished to the
         Representatives their opinion, dated the Closing Date and
         addressed to the Representatives, to the effect that:

                           (i) the Trustee has been duly incorporated and
                  is validly existing as a banking corporation in good
                  standing under the laws of the State of New York;

                           (ii) the Trustee has the corporate trust power
                  and authority to execute, deliver and perform its duties
                  under the Indenture, has duly executed and delivered the
                  Indenture, and, insofar as the laws governing the trust
                  powers of the trustee are concerned and assuming due
                  authorization, execution and delivery thereof by the
                  Company, the Indenture constitutes a legal, valid and
                  binding agreement of the Trustee, enforceable against the
                  Trustee in accordance with its terms, except as
                  enforceability may be limited by applicable bankruptcy,
                  reorganization, insolvency, fraudulent conveyance,
                  moratorium or other laws affecting creditors' rights
                  generally from time to time in effect and to general
                  principles of equity;

                           (iii) no approval, authorization or other action
                  by, or filing with, any governmental authority of the
                  United States of America or the State of New York having
                  jurisdiction over the trust powers of the Trustee is
                  required in connection with the execution and delivery by
                  the Trustee of the Indenture or the performance by the
                  Trustee of its duties thereunder, except such as have
                  been obtained, taken or made; and

                           (iv) the Senior Notes issued on the date hereof
                  have been duly authenticated by the Trustee.

                  (e) The Company shall have requested and caused Cravath,
         Swaine & Moore, counsel for JPMorgan Chase Bank as Purchase
         Contract Agent, to have furnished to the Representatives their
         opinion, dated the Closing Date and addressed to the
         Representatives, to the effect that:

                           (i) the Purchase Contract Agent has been duly
                  incorporated and is validly existing as a banking
                  corporation in good standing under the laws of the State
                  of New York;

                           (ii) the Purchase Contract Agent has the
                  corporate trust power and authority to execute, deliver
                  and perform its duties under the Purchase Contract
                  Agreement, the Pledge Agreement and the Remarketing
                  Agreement, has duly executed and delivered the Purchase
                  Contract Agreement, the Pledge Agreement and the
                  Remarketing Agreement, and, insofar as the laws governing
                  the trust powers of the Purchase Contract Agent are
                  concerned and assuming due authorization, execution and
                  delivery thereof by the other parties thereto, each of
                  the Purchase Contract Agreement, the Pledge Agreement and
                  the Remarketing Agreement constitutes a legal, valid and
                  binding agreement of the Purchase Contract Agent,
                  enforceable against the Purchase Contract Agent in
                  accordance with its terms, except as enforceability may
                  be limited by applicable bankruptcy, reorganization,
                  insolvency, fraudulent conveyance, moratorium or other
                  laws affecting creditors' rights generally from time to
                  time in effect and to general principles of equity;

                           (iii) no approval, authorization or other action
                  by, or filing with, any governmental authority of the
                  United States of America or the State of New York having
                  jurisdiction over the trust powers of the Purchase
                  Contract Agent is required in connection with the
                  execution and delivery by the Purchase Contract Agent of
                  the Purchase Contract Agreement, the Pledge Agreement or
                  the Remarketing Agreement or the performance by the
                  Purchase Contract Agent of its duties thereunder, except
                  such as have been obtained, taken or made; and

                           (iv) the Securities issued on the date hereof
                  have been duly authenticated by the Purchase Contract
                  Agent.

                  (f) The Company shall have requested and caused the Law
         Department of Bank One Corporation, counsel for the Global
         Corporate Trust Services division of Bank One Trust Company, N.A.
         as Collateral Agent, Custodial Agent and Securities Intermediary
         (together, the "Agents"), to have furnished to the Representatives
         their opinion, dated the Closing Date and addressed to the
         Representatives, to the effect that:

                           (i) the Agents are a banking corporation duly
                  incorporated as a national banking association with all
                  necessary power and authority to execute, deliver and
                  perform its obligations under the Pledge Agreement;

                           (ii) the execution, delivery and performance by
                  the Collateral Agent, the Custodial Agent and the
                  Securities Intermediary of the Pledge Agreement have each
                  been duly authorized by all necessary corporate action on
                  the part of each such Agent; the Pledge Agreement has
                  been duly executed and delivered by the Collateral Agent,
                  the Custodial Agent and the Securities Intermediary and
                  constitutes a valid and legally binding obligation of
                  each of the Agents, enforceable against such Agents in
                  accordance with its terms, except as enforceability may
                  be limited by applicable bankruptcy, reorganization,
                  insolvency, fraudulent conveyance, moratorium or other
                  laws affecting creditors' rights generally from time to
                  time in effect and to general principles of equity
                  (whether considered in a proceeding in equity or at law);

                           (iii) the execution, delivery and performance by
                  the Collateral Agent, the Custodial Agent and the
                  Securities Intermediary of the Pledge Agreement do not
                  violate or constitute a breach of the Articles of
                  Incorporation or By-Laws of any of such Agents; and

                           (iv) no consent of any federal or state banking
                  authority is required for the execution, delivery or
                  performance by the Agents of their respective obligations
                  under the Pledge Agreement.

                  (g) The Representatives shall have received from Cleary,
         Gottlieb, Steen & Hamilton, counsel for the Underwriters, such
         opinion or opinions, dated the Closing Date and addressed to the
         Representatives, with respect to the issuance and sale of the
         Securities, the Registration Statement, the Prospectus (together
         with any supplement thereto) and other related matters as the
         Representatives may reasonably require, and the Company shall have
         furnished to such counsel such documents as they request for the
         purpose of enabling them to pass upon such matters.

                  (h) The Company shall have furnished to the
         Representatives a certificate of the Company, signed by the
         Chairman of the Board or the Chief Administrative Officer and the
         principal financial or accounting officer of the Company, dated
         the Closing Date, to the effect that the signers of such
         certificate have carefully examined the Registration Statement,
         the Prospectus, any supplements to the Prospectus and this
         Agreement and that:

                           (i) the representations and warranties of the
                  Company in this Agreement are true and correct on and as
                  of the Closing Date with the same effect as if made on
                  the Closing Date and the Company has complied with all
                  the agreements and satisfied all the conditions on its
                  part to be performed or satisfied at or prior to the
                  Closing Date;

                           (ii) no stop order suspending the effectiveness
                  of the Registration Statement has been issued and no
                  proceedings for that purpose have been instituted or, to
                  the Company's knowledge, threatened; and

                           (iii) since the date of the most recent
                  financial statements included or incorporated by
                  reference in the Prospectus (exclusive of any supplement
                  thereto), there has been no material adverse effect on
                  the condition (financial or otherwise), prospects,
                  earnings, business or properties of the Company and its
                  subsidiaries, taken as a whole, whether or not arising
                  from transactions in the ordinary course of business,
                  except as set forth in or contemplated in the Prospectus
                  (exclusive of any supplement thereto).

                  (i) The Company shall have requested and caused Ernst &
         Young LLP to have furnished to the Representatives, at the
         Execution Time and at the Closing Date, letters, dated
         respectively as of the Execution Time and as of the Closing Date,
         in form and substance satisfactory to the Representatives,
         confirming that they are independent accountants within the
         meaning of the Act and the Exchange Act and the respective
         applicable rules and regulations adopted by the Commission
         thereunder and stating in effect that:

                           (i) in their opinion the audited financial
                  statements and financial statement schedules included or
                  incorporated by reference in the Registration Statement
                  and the Prospectus and reported on by them comply as to
                  form in all material respects with the applicable
                  accounting requirements of the Act and the Exchange Act
                  and the related rules and regulations adopted by the
                  Commission;

                           (ii) on the basis of a reading of the latest
                  unaudited financial statements made available by the
                  Company and its subsidiaries; carrying out certain
                  specified procedures (but not an examination in
                  accordance with generally accepted auditing standards)
                  which would not necessarily reveal matters of
                  significance with respect to the comments set forth in
                  such letter; a reading of the minutes of the meetings of
                  the stockholders and directors of the Company and the
                  Significant Subsidiaries; and inquiries of certain
                  officials of the Company who have responsibility for
                  financial and accounting matters of the Company and its
                  subsidiaries as to transactions and events subsequent to
                  December 29, 2001, nothing came to their attention which
                  caused them to believe that:

                                (1) any unaudited financial statements
                           included or incorporated by reference in the
                           Registration Statement and the Prospectus do not
                           comply as to form in all material respects with
                           applicable accounting requirements of the Act
                           and with the related rules and regulations
                           adopted by the Commission with respect to
                           financial statements included or incorporated by
                           reference in quarterly reports on Form 10-Q
                           under the Exchange Act; and said unaudited
                           financial statements are not in conformity with
                           generally accepted accounting principles applied
                           on a basis substantially consistent with that of
                           the audited financial statements included or
                           incorporated by reference in the Registration
                           Statement and the Prospectus;

                                (2) with respect to the period subsequent
                           to December 29, 2001, there were any changes, at
                           a specified date not more than five days prior
                           to the date of the letter, in the long-term debt
                           of the Company and its subsidiaries or capital
                           stock of the Company or decreases in the net
                           current assets or shareholders' equity of the
                           Company as compared with the amounts shown on
                           the December 29, 2001 consolidated balance sheet
                           included or incorporated by reference in the
                           Registration Statement and the Prospectus, or
                           for the period from December 30, 2001 to such
                           specified date there were any decreases, as
                           compared with the corresponding period in the
                           preceding year in consolidated net revenues or
                           in the total or per-share amounts of
                           consolidated income before extraordinary items
                           or of consolidated net income of the Company and
                           its subsidiaries, except in all instances for
                           changes or decreases set forth in such letter,
                           in which case the letter shall be accompanied by
                           an explanation by the Company as to the
                           significance thereof unless said explanation is
                           not deemed necessary by the Representatives;

                                (3) the information included or
                           incorporated by reference in the Registration
                           Statement and Prospectus in response to
                           Regulation S-K, Item 301 (Selected Financial
                           Data), Item 302 (Supplementary Financial
                           Information), Item 402 (Executive Compensation)
                           and Item 503(d) (Ratio of Earnings to Fixed
                           Charges) is not in conformity with the
                           applicable disclosure requirements of Regulation
                           S-K; and

                           (iii) they have performed certain other
                  specified procedures as a result of which they determined
                  that certain information of an accounting, financial or
                  statistical nature (which is limited to accounting,
                  financial or statistical information derived from the
                  general accounting records of the Company and its
                  subsidiaries) set forth in the Registration Statement and
                  the Prospectus and in Exhibit 12 to the Registration
                  Statement, including the information set forth under the
                  captions "Selected Financial Data" and "Management's
                  Discussion and Analysis of Financial Condition and
                  Results of Operations" in the Prospectus, the information
                  included or incorporated by reference in Item 11 of the
                  Company's Annual Report on Form 10-K, incorporated by
                  reference in the Registration Statement and the
                  Prospectus, agrees with the accounting records of the
                  Company and its subsidiaries, excluding any questions of
                  legal interpretation; and

                           (iv) on the basis of a reading of the unaudited
                  pro forma financial statements included or incorporated
                  by reference in the Registration Statement and the
                  Prospectus (the "pro forma financial statements");
                  carrying out certain specified procedures; inquiries of
                  certain officials of the Company who have responsibility
                  for financial and accounting matters; and proving the
                  arithmetic accuracy of the application of the pro forma
                  adjustments to the historical amounts in the pro forma
                  financial statements, nothing came to their attention
                  which caused them to believe that the pro forma financial
                  statements do not comply as to form in all material
                  respects with the applicable accounting requirements of
                  Rule 11-02 of Regulation S-X or that the pro forma
                  adjustments have not been properly applied to the
                  historical amounts in the compilation of such statements.

                  References to the Prospectus in this paragraph (i)
include any supplement thereto at the date of the letter.

                  (j) The Company shall have requested and caused Deloitte
         & Touche LLP to have furnished to the Representatives, at the
         Execution Time and at the Closing Date, letters, dated
         respectively as of the Execution Time and as of the Closing Date,
         in form and substance satisfactory to the Representatives,
         confirming that they are independent accountants within the
         meaning of the Act and the Exchange Act and the respective
         applicable rules and regulations adopted by the Commission
         thereunder and that they have performed a review of the unaudited
         interim financial information of Gaylord Container Corp.
         ("Gaylord") for the three-month period ended December 31, 2001,
         and as at December 31, 2001, in accordance with Statement on
         Auditing Standards No. 71, and stating in effect that:

                           (i) in their opinion the audited financial
                  statements and financial statement schedules of Gaylord
                  included or incorporated by reference in the Registration
                  Statement and the Prospectus and reported on by them
                  comply as to form in all material respects with the
                  applicable accounting requirements of the Act and the
                  Exchange Act and the related rules and regulations
                  adopted by the Commission; and

                           (ii) on the basis of their limited review, in
                  accordance with standards established under Statement on
                  Auditing Standards No. 71, of the unaudited interim
                  financial information of Gaylord for the three-month
                  period ended December 31, 2001, and as at December 31,
                  2001, as indicated in their report dated February 14,
                  2002, incorporated by reference in the Registration
                  Statement and the Prospectus, nothing came to their
                  attention which caused them to believe that any unaudited
                  financial statements of Gaylord included or incorporated
                  by reference in the Registration Statement and the
                  Prospectus do not comply as to form in all material
                  respects with applicable accounting requirements of the
                  Act and with the related rules and regulations adopted by
                  the Commission with respect to financial statements
                  included or incorporated by reference in quarterly
                  reports on Form 10-Q under the Exchange Act; and said
                  unaudited financial statements are not in conformity with
                  generally accepted accounting principles applied on a
                  basis substantially consistent with that of the audited
                  financial statements included or incorporated by
                  reference in the Registration Statement and the
                  Prospectus.

                  References to the Prospectus in this paragraph (j)
include any supplement thereto at the date of the letter.

                  (k) Subsequent to the Execution Time or, if earlier, the
         dates as of which information is given in the Registration
         Statement (exclusive of any amendment thereof) and the Prospectus
         (exclusive of any supplement thereto), there shall not have been
         (i) any change or decrease specified in the letter or letters
         referred to in paragraph (i) or (j) of this Section 6 or (ii) any
         change, or any development involving a prospective change, in or
         affecting the condition (financial or otherwise), earnings,
         business or properties of the Company and its subsidiaries, taken
         as a whole, whether or not arising from transactions in the
         ordinary course of business, except as set forth in or
         contemplated in the Prospectus (exclusive of any supplement
         thereto) the effect of which, in any case referred to in clause
         (i) or (ii) above, is, in the sole judgment of the
         Representatives, so material and adverse as to make it impractical
         or inadvisable to proceed with the offering or delivery of the
         Securities as contemplated by the Registration Statement
         (exclusive of any amendment thereof) and the Prospectus (exclusive
         of any supplement thereto).

                  (l) Subsequent to the Execution Time, there shall not
         have been any decrease in the rating of any of the Company's debt
         securities by any "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the
         Act) or any notice given of any intended or potential decrease in
         any such rating or of a possible change in any such rating that
         does not indicate the direction of the possible change.

                  (m) The Securities shall have been listed and admitted
         and authorized for trading on the New York Stock Exchange, and
         satisfactory evidence of such actions shall have been provided to
         the Representatives.

                  (n) At the Execution Time, the Company shall have
         furnished to the Representatives a letter substantially in the
         form of Exhibit A hereto from each executive officer and director
         of the Company addressed to the Representatives.

                  (o) Prior to the Closing Date, the Company shall have
         furnished to the Representatives such further information,
         certificates and documents as the Representatives may reasonably
         request.

                  If any of the conditions specified in this Section 6
shall not have been fulfilled when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any
time prior to, the Closing Date by the Representatives. Notice of such
cancelation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6
shall be delivered at the office of Cleary, Gottlieb, Steen & Hamilton,
counsel for the Underwriters, at One Liberty Plaza, New York, N.Y. 10006 on
the Closing Date.

                  7. Reimbursement of Underwriters' Expenses. If the sale
of the Securities provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 6
hereof is not satisfied, because of any termination pursuant to Section 10
hereof or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally through Salomon Smith Barney on
demand for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.

                  8. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter and each person who
controls any Underwriter within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

                  (b) Each Underwriter severally and not jointly agrees to
         indemnify and hold harmless the Company, each of its directors,
         each of its officers who signs the Registration Statement, and
         each person who controls the Company within the meaning of either
         the Act or the Exchange Act, to the same extent as the foregoing
         indemnity from the Company to each Underwriter, but only with
         reference to written information relating to such Underwriter
         furnished to the Company by or on behalf of such Underwriter
         through the Representatives specifically for inclusion in the
         documents referred to in the foregoing indemnity. This indemnity
         agreement will be in addition to any liability which any
         Underwriter may otherwise have. The Company acknowledges that the
         statements set forth in the last paragraph of the cover page
         regarding delivery of the Securities and, under the heading
         "Underwriting," (i) the list of Underwriters and their respective
         participation in the sale of the Securities, (ii) the sentences
         related to concessions and reallowances and (iii) the paragraph
         related to stabilization, syndicate covering transactions and
         penalty bids in any Preliminary Prospectus and the Prospectus
         constitute the only information furnished in writing by or on
         behalf of the several Underwriters for inclusion in any
         Preliminary Prospectus or the Prospectus.

                  (c) Promptly after receipt by an indemnified party under
         this Section 8 of notice of the commencement of any action, such
         indemnified party will, if a claim in respect thereof is to be
         made against the indemnifying party under this Section 8, notify
         the indemnifying party in writing of the commencement thereof; but
         the failure so to notify the indemnifying party (i) will not
         relieve it from liability under paragraph (a) or (b) above unless
         and to the extent it did not otherwise learn of such action and
         such failure results in the forfeiture by the indemnifying party
         of substantial rights and defenses and (ii) will not, in any
         event, relieve the indemnifying party from any obligations to any
         indemnified party other than the indemnification obligation
         provided in paragraph (a) or (b) above. The indemnifying party
         shall be entitled to appoint counsel of the indemnifying party's
         choice at the indemnifying party's expense to represent the
         indemnified party in any action for which indemnification is
         sought (in which case the indemnifying party shall not thereafter
         be responsible for the fees and expenses of any separate counsel
         retained by the indemnified party or parties except as set forth
         below); provided, however, that such counsel shall be satisfactory
         to the indemnified party. Notwithstanding the indemnifying party's
         election to appoint counsel to represent the indemnified party in
         an action, the indemnified party shall have the right to employ
         separate counsel (including local counsel), and the indemnifying
         party shall bear the reasonable fees, costs and expenses of such
         separate counsel if (i) the use of counsel chosen by the
         indemnifying party to represent the indemnified party would
         present such counsel with a conflict of interest, (ii) the actual
         or potential defendants in, or targets of, any such action include
         both the indemnified party and the indemnifying party and the
         indemnified party shall have reasonably concluded that there may
         be legal defenses available to it and/or other indemnified parties
         which are different from or additional to those available to the
         indemnifying party, (iii) the indemnifying party shall not have
         employed counsel satisfactory to the indemnified party to
         represent the indemnified party within a reasonable time after
         notice of the institution of such action or (iv) the indemnifying
         party shall authorize the indemnified party to employ separate
         counsel at the expense of the indemnifying party. An indemnifying
         party will not, without the prior written consent of the
         indemnified parties, settle or compromise or consent to the entry
         of any judgment with respect to any pending or threatened claim,
         action, suit or proceeding in respect of which indemnification or
         contribution may be sought hereunder (whether or not the
         indemnified parties are actual or potential parties to such claim
         or action) unless such settlement, compromise or consent includes
         an unconditional release of each indemnified party from all
         liability arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph
         (a) or (b) of this Section 8 is unavailable to or insufficient to
         hold harmless an indemnified party for any reason, the Company and
         the Underwriters severally agree to contribute to the aggregate
         losses, claims, damages and liabilities (including legal or other
         expenses reasonably incurred in connection with investigating or
         defending same) (collectively "Losses") to which the Company and
         one or more of the Underwriters may be subject in such proportion
         as is appropriate to reflect the relative benefits received by the
         Company on the one hand and by the Underwriters on the other from
         the offering of the Securities; provided, however, that in no case
         shall any Underwriter (except as may be provided in any agreement
         among underwriters relating to the offering of the Securities) be
         responsible for any amount in excess of the underwriting discount
         or commission applicable to the Securities purchased by such
         Underwriter hereunder. If the allocation provided by the
         immediately preceding sentence is unavailable for any reason, the
         Company and the Underwriters severally shall contribute in such
         proportion as is appropriate to reflect not only such relative
         benefits but also the relative fault of the Company on the one
         hand and of the Underwriters on the other in connection with the
         statements or omissions which resulted in such Losses as well as
         any other relevant equitable considerations. Benefits received by
         the Company shall be deemed to be equal to the total net proceeds
         from the offering (before deducting expenses) received by it, and
         benefits received by the Underwriters shall be deemed to be equal
         to the total underwriting discounts and commissions, in each case
         as set forth on the cover page of the Prospectus. Relative fault
         shall be determined by reference to, among other things, whether
         any untrue or any alleged untrue statement of a material fact or
         the omission or alleged omission to state a material fact relates
         to information provided by the Company on the one hand or the
         Underwriters on the other, the intent of the parties and their
         relative knowledge, access to information and opportunity to
         correct or prevent such untrue statement or omission. The Company
         and the Underwriters agree that it would not be just and equitable
         if contribution were determined by pro rata allocation or any
         other method of allocation which does not take account of the
         equitable considerations referred to above. Notwithstanding the
         provisions of this paragraph (d), no person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who was not
         guilty of such fraudulent misrepresentation. For purposes of this
         Section 8, each person who controls an Underwriter within the
         meaning of either the Act or the Exchange Act and each director,
         officer, employee and agent of an Underwriter shall have the same
         rights to contribution as such Underwriter, and each person who
         controls the Company within the meaning of either the Act or the
         Exchange Act, each officer of the Company who shall have signed
         the Registration Statement and each director of the Company shall
         have the same rights to contribution as the Company, subject in
         each case to the applicable terms and conditions of this paragraph
         (d).

                  9. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the Securities
agreed to be purchased by such Underwriter or Underwriters hereunder and
such failure to purchase shall constitute a default in the performance of
its or their obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the respective
proportions which the amount of Securities set forth opposite their names
in Schedule I hereto bears to the aggregate amount of Securities set forth
opposite the names of all the remaining Underwriters) the Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities
set forth in Schedule I hereto, the remaining Underwriters shall have the
right to purchase all, but shall not be under any obligation to purchase
any, of the Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate without
liability to any nondefaulting Underwriter or the Company. In the event of
a default by any Underwriter as set forth in this Section 9, the Closing
Date shall be postponed for such period, not exceeding five Business Days,
as the Representatives shall determine in order that the required changes
in the Registration Statement and the Prospectus or in any other documents
or arrangements may be effected. Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any, to the Company
and any nondefaulting Underwriter for damages occasioned by its default
hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice
given to the Company prior to delivery of and payment for the Securities,
if at any time prior to such time (i) trading in the Company's Common Stock
shall have been suspended by the Commission, the New York Stock Exchange or
the Pacific Exchange or trading in securities generally on the New York
Stock Exchange or the Pacific Exchange shall have been suspended or limited
or minimum prices shall have been established on either of such exchanges,
(ii) a banking moratorium shall have been declared either by Federal or New
York State authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war, or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the
Representatives, impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Prospectus (exclusive of
any supplement thereto).

                  11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
the Company or any of the officers, directors, employees, agents or
controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 7
and 8 hereof shall survive the termination or cancelation of this
Agreement.

                  12. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telefaxed to the Salomon Smith Barney Inc.
General Counsel (fax no.: (212) 816-7912) and confirmed to the General
Counsel, Salomon Smith Barney Inc., at 388 Greenwich Street, New York, New
York, 10013, Attention: General Counsel; or, if sent to the Company, will
be mailed, delivered or telefaxed to Temple-Inland Inc., General Counsel
(Fax no.: (936) 829-3333) and confirmed to it at Temple-Inland Inc.,
General Counsel, 303 South Temple Drive, Diboll, TX 75941.

                  13. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors
and the officers, directors, employees, agents and controlling persons
referred to in Section 8 hereof, and no other person will have any right or
obligation hereunder.

                  14. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New
York.

                  15. Counterparts. This Agreement may be signed in one or
more counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement.

                  16. Headings. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. Definitions. The terms which follow, when used in
this Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended,
         and the rules and regulations of the Commission promulgated
         thereunder.

                  "Base Prospectus" shall mean the prospectus contained in
         the Registration Statement at the Effective Date.

                  "Business Day" shall mean any day other than a Saturday,
         a Sunday or a legal holiday or a day on which banking institutions
         or trust companies are authorized or obligated by law to close in
         New York City.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or
         become effective.

                  "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended, and the rules and regulations of the Commission
         promulgated thereunder.

                  "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.

                  "Preliminary Prospectus" shall mean any preliminary
         prospectus referred to in paragraph 1(a) above that omits Rule
         430A Information and which describes the Securities and the
         offering thereof and is used prior to filing of the Prospectus,
         together with the Base Prospectus.

                  "Prospectus" shall mean the prospectus supplement
         relating to the Securities that was first filed pursuant to Rule
         424(b) after the Execution Time, together with the Base
         Prospectus.

                  "Registration Statement" shall mean the registration
         statement referred to in paragraph 1(a) above, including exhibits
         and financial statements, as amended at the Execution Time (or, if
         not effective at the Execution Time, in the form in which it shall
         become effective) and, in the event any post-effective amendment
         thereto or any Rule 462(b) Registration Statement becomes
         effective prior to the Closing Date, shall also mean such
         registration statement as so amended or such Rule 462(b)
         Registration Statement, as the case may be. Such term shall
         include any Rule 430A Information deemed to be included therein at
         the Effective Date as provided by Rule 430A.

                  "Rule 424", "Rule 430A" and "Rule 462" refer to such
         rules under the Act.

                  "Rule 430A Information" shall mean information with
         respect to the Securities and the offering thereof permitted to be
         omitted from the Registration Statement when it becomes effective
         pursuant to Rule 430A.

                  "Rule 462(b) Registration Statement" shall mean a
         registration statement and any amendments thereto filed pursuant
         to Rule 462(b) relating to the offering covered by the
         registration statement referred to in Section 1(a) hereof.

                  "Trust Indenture Act" shall mean the Trust Indenture Act
         of 1939, as amended, and the rules and regulations of the
         Commission promulgated thereunder.

                  If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent a binding
agreement among the Company and the several Underwriters.

                                            Very truly yours,

                                            Temple-Inland Inc.

                                            By:  /s/ Randall D. Levy
                                               ------------------------------
                                                Name:  Randall D. Levy
                                                Title: Chief Financial Officer

The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.

Salomon Smith Barney Inc.
UBS Warburg LLC

By:  Salomon Smith Barney Inc.

By: /s/ John Chrysikopoulos
   ------------------------------
     Name:  John Chrysikopoulos
     Title: Managing Director

For themselves and the other
several Underwriters named
in Schedule I to the foregoing
Agreement.

                                 SCHEDULE I

                                                       Number of Underwritten
  Underwriters                                       Securities to be Purchased

  Salomon Smith Barney Inc.                                      3,420,000

  UBS Warburg LLC                                                  900,000

  ABN Amro Rothschild LLC                                          300,000

  Banc of America Securities LLC                                   300,000

  Banc One Capital Markets, Inc.                                   300,000

  TD Securities (USA) Inc.                                         300,000

  Credit Lyonnais Securities (USA) Inc.                            120,000

  KBC Financial Products USA Inc.                                  120,000

  McDonald Investments Inc., a Key Corp. Company                   120,000

  Scotia Capital (USA) Inc.                                        120,000
                                                               ------------
                                                                 6,000,000
  Total ...................................................... ============

                                SCHEDULE II

Subsidiaries of Temple-Inland Inc.

         Inland Container Corporation I
         Inland Paperboard and Packaging, Inc.
         Gaylord Container Corporation
         Temple-Inland Forest Products Corporation
         Temple-Inland Financial Services, Inc.
         Guaranty Bank
         Guaranty Residential Lending, Inc.

                                                                  EXHIBIT A

                        [Form of Lock-Up Agreement]

          [Letterhead of officer, director or major stockholder of

                            Temple-Inland Inc.]

                             Temple Inland Inc.

                       Public Offering of Upper DECS

                                                             April 25, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC,
As Representatives of the several Underwriters,

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

                  This letter is being delivered to you in connection with
each of the proposed Underwriting Agreement (the "Common Stock Underwriting
Agreement"), between Temple-Inland Inc., a Delaware corporation (the
"Company"), and each of you as representatives of a group of Underwriters
named in the Common Stock Underwriting Agreement, relating to an
underwritten public offering of Common Stock, par value $1.00 per share
(the "Common Stock"), of the Company and the proposed Underwriting
Agreement (the "Upper DECS Underwriting Agreement" and, together with the
Common Stock Underwriting Agreement, the "Underwriting Agreements"),
between the Company and each of you as representatives of a group of
Underwriters named in the Upper DECS Underwriting Agreement, relating to an
underwritten public offering of the 7.50% Upper DECS, $50 stated amount per
Upper DECS (the "Upper DECS"), of the Company.

                  In order to induce you and the other Underwriters to
enter into the Underwriting Agreements, the undersigned will not, without
the prior written consent of Salomon Smith Barney Inc., offer, sell,
contract to sell, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity
with the undersigned or any affiliate of the undersigned), directly or
indirectly, including the filing (or participation in the filing) of a
registration statement with the Securities and Exchange Commission in
respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder with respect to, any shares of capital stock of the Company or
any securities convertible into or exercisable or exchangeable for such
capital stock, or publicly announce an intention to effect any such
transaction, for a period of 90 days after the date of the Underwriting
Agreements, other than shares of Common Stock disposed of as bona fide
gifts approved by Salomon Smith Barney Inc.

                  If for any reason both Underwriting Agreements shall be
terminated prior to the Closing Date (as defined in the Underwriting
Agreements), the agreement set forth above shall likewise be terminated.

                                       Yours very truly,

                                       [Signature of officer, director or major
                                       stockholder]

        [Name and address of officer, director or major stockholder]

                                                                 Exhibit 5.1

                      [LETTERHEAD OF TEMPLE-INLAND INC.]

                                                     April 30, 2002

Board of Directors
Temple-Inland Inc.
1300 MoPac Expressway South
Austin, Texas 78746

Ladies and Gentlemen:

            I am the Vice President and General Counsel of Temple-Inland
Inc., a Delaware corporation (the "Company"), and I have acted as counsel in
connection with its preparation and filing with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Securities Act"), of a prospectus supplement, dated
April 25, 2002 (the "Prospectus Supplement"), to the prospectus, dated March
25, 2002 (the "Base Prospectus," together with the Prospectus Supplement, the
"Prospectus"), included as part of the Registration Statement on Form S-3 of
the Company, Temple-Inland Trust I and Temple-Inland Trust II (File Nos.
333-84120, 333-84120-01, 333-84120-02) (the "Registration Statement"),
relating to the offering by the Company of up to 3,600,000 shares (including
450,000 shares subject to an over-allotment option) of its common stock (the
"Shares"), par value $1.00 per share (the "Common Stock"). The Company issued
the Common Stock pursuant to that certain underwriting agreement, dated as of
April 25, 2002 (the "Underwriting Agreement"), among the Company and Salomon
Smith Barney Inc. and UBS Warburg LLC as representatives of the several
underwriters (the "Underwriters").

            This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

            In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Base Prospectus, (iii) the Prospectus
Supplement, (iv) the Underwriting Agreement, (v) the documents filed by the
Company pursuant to the Securities Exchange Act of 1934, as amended, and
incorporated by reference into the Prospectus as of the date hereof, (vi) a
specimen certificate evidencing the Common Stock, (vii) the Certificate of
Incorporation, as amended, of the Company, as certified by the Secretary of
State of the State of Delaware, (viii) the Bylaws of the Company, as
currently in effect; and (ix) certain resolutions of the Board of Directors
of the Company and the written consent of the Special Committee thereof. I
have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.

            In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making my
examination of executed documents, I have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the execution
and delivery of such documents by the parties to such documents, and the
validity and binding effect thereof. As to any facts material to the opinions
expressed herein which I did not independently establish or verify, I have
relied upon oral or written statements and representations of officers and
other representatives of the Company and others.

            I am admitted to the bar of the State of Texas and do not express
any opinion as to the laws of any jurisdiction other than the State of Texas,
the corporate laws of the State of Delaware or the federal laws of the United
States of America.

            Based upon the foregoing, I am of the opinion that when the
certificates representing the Shares, in the form of the specimen certificate
that I have examined, have been manually signed by an authorized officer of
the transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar, and delivered through the facilities of The
Depository Trust Company to and paid for by the Underwriters at a price per
share not less than the per share par value of the Common Stock as
contemplated by the Underwriting Agreement, the issuance and sale of the
Shares will have been duly authorized, and the Shares will be validly issued,
fully paid and nonassessable.

            I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to
the reference to the use of my name under the caption "Legal Matters" in
the Registration Statement. In giving this consent, I do not thereby admit
that I am included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission.

                                       Very truly yours,

                                       /s/ M. Richard Warner
                                       -----------------------------------
                                       M. Richard Warner
                                       Vice President and General Counsel

                                                                  Exhibit 5.2

                      [LETTERHEAD OF TEMPLE-INLAND INC.]

                                                               April 30, 2002

Board of Directors
Temple-Inland Inc.
1300 MoPac Expressway South
Austin, Texas 78746

Ladies and Gentlemen:

            I am the Vice President and General Counsel of Temple-Inland
Inc., a Delaware corporation (the "Company"), and I have acted as counsel in
connection with its preparation and filing with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Securities Act"), of a prospectus supplement, dated
April 25, 2002 (the "Prospectus Supplement"), to the prospectus, dated March
25, 2002 (the "Base Prospectus," together with the Prospectus Supplement, the
"Prospectus"), included as part of the Registration Statement on Form S-3 of
the Company, Temple-Inland Trust I and Temple-Inland Trust II (File Nos.
333-84120, 333-84120-01, 333-84120-02) (the "Registration Statement"),
relating to the offering by the Company of up to 6,000,000 of its Upper
DECS(sm) (the "Upper DECS"), each with a stated amount of $50. Each Upper
DECS initially consists of (a) a forward purchase contract (a "Forward
Purchase Contract") under which (i) the holder is obligated to purchase from
the Company on May 17, 2005 a number of shares of Temple-Inland common stock,
par value $1.00 per share, of the Company (the "Shares") and (ii) the Company
will pay the holder contract payment adjustments and (b) $50 principal amount
of the Company's senior notes due May 17, 2007 (the "Senior Notes"). The
Company issued the Upper DECS pursuant to that certain underwriting
agreement, dated as of April 25, 2002, (the "Underwriting Agreement"), among
the Company and Salomon Smith Barney Inc. and UBS Warburg LLC, as
representatives of the several underwriters (the "Underwriters").

            This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

            In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Base Prospectus, (iii) the Prospectus
Supplement, (iv) the Underwriting Agreement, (v) the documents filed by the
Company pursuant to the Securities Exchange Act of 1934, as amended, and
incorporated by reference into the Prospectus as of the date hereof, (vi) the
Forward Purchase Contract Agreement, dated May 1, 2002 (the "Forward Purchase
Contract Agreement"), between the Company and JPMorgan Chase Bank, as forward
purchase contract agent (the "Forward Purchase Contract Agent"), (vii) the
Pledge Agreement, dated May 1, 2002, among the Company, Bank One Trust
Company, as collateral agent, custodial agent and securities intermediary,
and the Forward Purchase Contract Agent, (viii) the form of Remarketing
Agreement to be entered into among the Company, the Forward Purchase Contract
Agent and a remarketing agent, (ix) the Indenture, dated September 1, 1986,
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank and Chemical Bank), as trustee (the "Trustee"), as amended by
the first supplemental indenture, dated as of April 15, 1988, the second
supplemental indenture, dated as of December 27, 1990, and the third
supplemental indenture, dated as of May 9, 1991, (x) a specimen certificate
evidencing the Upper DECS, including the form of the Forward Purchase
Contract, (xi) a specimen certificate evidencing the Senior Notes, (xii) the
Certificate of Incorporation, as amended, of the Company, as certified by the
Secretary of State of the State of Delaware, (xiii) the Bylaws of the
Company, as currently in effect; and (xix) certain resolutions of the Board
of Directors of the Company and the written consent of the Special Committee
thereof. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.

            In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making my
examination of executed documents, I have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the execution
and delivery of such documents by the parties to such documents, and the
validity and binding effect thereof. As to any facts material to the opinions
expressed herein which I did not independently establish or verify, I have
relied upon oral or written statements and representations of officers and
other representatives of the Company and others.

            I am admitted to the bar of the State of Texas and do not express
any opinion as to the laws of any jurisdiction other than the State of Texas,
the corporate laws of the State of Delaware or the federal laws of the United
States of America.

            Based upon the foregoing, I am of the opinion that:

            1. The Upper DECS have been duly authorized and are valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except to the extent enforcement thereof might
be limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting creditor's rights
generally, and (ii) general principles of equity, regardless of whether
enforceability is considered in a proceeding at law or equity.

            2. The Shares subject to the Forward Purchase Contracts have been
duly authorized and reserved for issuance and, when issued and delivered by
the Company pursuant to the terms of the Forward Purchase Contract Agreement,
will be validly issued, fully paid and non-assessable.

            I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to the
reference to the use of my name under the caption "Legal Matters" in the
Registration Statement. In giving this consent, I do not thereby admit that I
am included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Commission.

                                            Very truly yours,

                                            /s/ M. Richard Warner
                                            -----------------------------------
                                            M. Richard Warner
                                            Vice President and General Counsel

                                                                     Exhibit 8

          [LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

                                                                 May 1, 2002

Temple-Inland Inc.
1300 MoPac Expressway South
Austin, Texas 78746

                           Re:  Offering of Upper DECS

Ladies and Gentlemen:

            We have acted as counsel to Temple-Inland Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Prospectus Supplement, dated April 25, 2002 (the "Prospectus Supplement"),
relating to certain investment units (the "Upper DECS"), initially
comprised of purchase contracts to purchase shares of common stock of the
Company, par value $1.00 per share, and senior notes due 2007 (the "Notes")
issued by the Company.

            In connection with this opinion, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Underwriting Agreement, dated April 25, 2002, between Salomon
Smith Barney Inc. and the Company, (ii) the Registration Statement on Form
S-3 (File No. 333-84120) of the Company filed with the Securities and
Exchange Commission (the "Commission") on March 11, 2002, under the
Securities Act of 1933, as amended (the "Securities Act"), Amendment No. 1
thereto, filed with the Commission on March 25, 2002 (iii) the Prospectus
of the Company, dated March 26, 2002 (the "Prospectus"), (iv) the
Prospectus Supplement, (v) the Indenture between the Company and JP Morgan
Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank),
as trustee (the "Trustee"), dated as of September 1, 1986, as amended by
the first supplemental indenture, dated as of April 15, 1988, the second
supplemental indenture, dated as of December 27, 1990, and the third
supplemental indenture, dated as of May 9, 1991, (vi) Purchase Contract
Agreement between the Company and JP Morgan Chase Bank, as Purchase
Contract Agent, dated as of May 1, 2002, (vii) the May 1, 2002 letter by
Salomon Smith Barney Inc. to the Company and (viii) such other documents,
certificates, and records as we have deemed necessary or appropriate as a
basis for the opinion set forth herein. We have also relied upon statements
and representations made to us by representatives of the Company. For
purposes of this opinion, we have assumed the validity and accuracy of the
documents, certificates, records, statements, and representations referred
to above.

            In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies, and the authenticity of the originals of such latter
documents. In making our examination of documents executed, or to be
executed, by the parties indicated therein, we have assumed that each party
has, or will have, the power, corporate or other, to enter into and perform
all obligations thereunder and we have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by
each party indicated in the documents and that such documents constitute,
or will constitute, valid and binding obligations of each party.

            In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
Department regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service, and such
other authorities as we have considered relevant. It should be noted that
statutes, regulations, judicial decisions, and administrative
interpretations are subject to change or differing interpretations,
possibly with retroactive effect. There can be no assurance, moreover, that
the opinion expressed herein will be accepted by the Internal Revenue
Service or, if challenged, by a court of law. A change in the authorities
or the accuracy or completeness of any of the information, documents,
certificates, records, statements, representations, covenants, or
assumptions on which our opinion is based could affect our conclusions.
This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes
(including changes that have retroactive effect) in applicable law or any
information, document, certificate, record, statement, representation,
covenant, or assumption relied upon herein that becomes incorrect or untrue.

            Based upon the foregoing and in reliance thereon, and subject
to the qualifications, exceptions, assumptions, and limitations contained
therein, we are of the opinion that:

            (1) although the discussion set forth in the Prospectus
Supplement under the heading "CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES" does not purport to discuss all possible United States
federal income tax consequences of the purchase, ownership, and disposition
of the Upper DECS, such discussion constitutes, in all material respects, a
fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership, and disposition of the Upper DECS,
based upon current United States federal income tax law; and

            (2) the Notes will be treated as indebtedness of the Company
for United States federal income tax purposes.

            We express no opinion concerning any tax consequences
associated with the Upper DECS other than those specifically set forth herein.

            This opinion is delivered to you solely for use in connection
with the Prospectus Supplement and is not to be used, circulated, quoted, or
otherwise referred to for any other purpose, or relied upon by any other
person, without our express written permission. In accordance with the
requirements of Item 601(b)(23) of Regulation S-K under the Securities Act,
we hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement and to the reference to our firm in the Prospectus
Supplement. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations of the Commission thereunder.

                                 Very truly yours,

                                 /s/ Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit 12

                                                   Temple-Inland Inc. (Parent company)
                                           Computations of Ratios of Earnings to Fixed Charges

                                                          Pro Forma                                Actual
                                              ----------------------------------  ----------------------------------------------
For the year (dollars in millions)             2001(a)     2001(b)      2001(c)   2001     2000      1999       1998       1997
                                              ----------------------------------  ----------------------------------------------
Ratio of Earnings to Fixed Charges:
  Earnings:
  Pre-tax income from continuing operations     $166        $178         $171     $177     $ 320      $ 306      $ 158    $ 108
  Less: Financial services pre-tax income       (184)       (184)        (184)    (184)     (189)      (138)      (154)    (132)
        Equity method investees pre-tax           (3)         (3)          (3)      (3)       (9)        (9)        (4)      (1)
          income
        Capitalized interest                      (5)         (5)          (5)      (4)       (4)        (2)        (1)      (2)
  Add:  Dividends from Financial Services        124         124          124      124       110         70         44      275
        Dividends from equity method               -           -            -        -        14          1          2        -
          investees
        Fixed charges from below                 174         162          169      109       116        102         84       88
        Amortization of capitalized interest       4           4            4        4         5          6          6        5
                                              ---------------------------------  ------------------------------------------------
Total earnings                                  $276        $276         $276     $223      $363       $336       $135     $341
                                              =================================  ================================================
Fixed Charges:
  Interest expense - Parent company             $159        $147         $154      $98     $ 105       $ 95       $ 78     $ 82
  Capitalized interest                             5           5            5        4         4          2          1        2
  Interest portion of rental expense              10          10           10        7         7          5          5        4
                                              -------- ----------- ------------  ------- --------- ---------- -------------------
Total fixed charges                             $174        $162         $169     $109      $116       $102        $84      $88
                                              ======== =========== ============  ======= ========= ========== ===================
Ratio of earnings to fixed charges:
Actual                                                                            2.05x     3.13x      3.29x      1.61x    3.88x
                                              ======== =========== ============  ======= ========= ========== ===================

Pro Forma 2001                                  1.59x       1.70x        1.63x
                                              ======== =========== ============  ======= ========= ========== ===================

(a)      As adjusted for the upcoming notes offering, the recently completed common stock
         and Upper DECS offerings and the acquisition of Gaylord Container Corporation.
(b)      As adjusted for the recently completed common stock and Upper DECS
         offerings and the acquisition of Gaylord Container Corporation.
(c)      As adjusted for the acquisition of Gaylord Container Corporation.
Temple-Inland Inc. (Consolidated)
                                                    Including Interest on Deposits
                                          Computations of Ratios of Earnings to Fixed Charges

                                                          Pro  Forma                               Actual
                                              ----------------------------------  -----------------------------------------------
For the year (dollars in millions)             2001(a)     2001(b)      2001(c)   2001     2000      1999       1998       1997
                                              ----------------------------------  -----------------------------------------------
Ratio of Earnings to Fixed Charges:
  Earnings:
  Pre-tax income from continuing operations        $166       $178      $171      $177      $ 320     $ 306      $ 158    $ 108
  Less: Capitalized interest                         (7)        (7)       (7)       (6)        (7)       (5)        (5)      (4)
        Equity method investees pre-tax              (3)        (3)       (3)       (3)        (9)       (9)        (4)      (1)
          income
  Add:  Fixed charges from below                    774        762       769       709        839       662        601      590
        Dividends from equity method                  -          -         -         -         14         1          2        -
          investees
        Amortization of capitalized interest          6          6         6         6          7         8          8        7
                                              -------------------------------   -------------------------------------------------
Total earnings                                     $936       $936      $936      $883     $1,164      $963       $760     $700
                                              ===============================   =================================================

Fixed Charges:
  Interest expense                                 $159       $147      $154       $98      $ 105      $ 95       $ 78     $ 82
  Interest on borrowings - Financial Services       176        176       176       176        207       158        137      157
  Interest on deposits - Financial Services         399        399       399       399        493       379        357      331
  Subsidiary preferred stock dividends               20         20        20        20         18        15         14        7
  Capitalized interest                                7          7         7         6          7         8          8        7
  Interest portion of rental expense                 13         13        13        10          9         7          7        6
                                              -------------------------------   -------------------------------------------------
Total fixed charges                                $774       $762      $769      $709       $839      $662       $601     $590
                                              ===============================   =================================================
Ratio of earnings to fixed charges:
Actual                                                                           1.25x      1.39x     1.45x      1.26x    1.19x
                                                                                =================================================

Pro Forma 2001                                    1.21x      1.23x     1.22x
                                              ===============================

(a)      As adjusted for the upcoming notes offering, the recently completed common stock
         and Upper DECS offerings and the acquisition of Gaylord Container Corporation.
(b)      As adjusted for the recently completed common stock and Upper DECS
         offerings and the acquisition of Gaylord Container Corporation.
(c)      As adjusted for the acquisition of Gaylord Container Corporation.
Temple-Inland Inc. (Consolidated)
                                                    Excluding Interest on Deposits
                                          Computations of Ratios of Earnings to Fixed Charges

                                                          Pro  Forma                                 Actual
                                              ----------------------------------  ------------------------------------------------
For the year (dollars in millions)             2001(a)     2001(b)      2001(c)   2001     2000      1999       1998       1997
                                              ----------------------------------  ------------------------------------------------
Ratio of Earnings to Fixed Charges:
  Earnings:
  Pre-tax income from continuing operations        $166       $178       $171      $177     $ 320      $ 306      $ 158     $ 108
  Less: Capitalized interest                         (7)        (7)        (7)       (6)       (7)        (5)        (5)       (4)
        Equity method investees pre-tax income       (3)        (3)        (3)       (3)       (9)        (9)        (4)       (1)
  Add:  Fixed charges from below                    375        363        370       310       346        283        244       259
        Dividends from equity method investees        -          -          -         -        14          1          2         -
        Amortization of capitalized interest          6          6          6         6         7          8          8         7
                                                 ------- ---------- ----------   ------- --------- ---------- ---------- ---------
Total earnings                                     $537       $537       $537      $484      $671       $584       $403      $369
                                                 ======= ========== ==========   ======= ========= ========== ========== =========
Fixed Charges:
  Interest expense - Parent company                $159       $147       $154       $98     $ 105       $ 95       $ 78      $ 82
  Interest on borrowings - Financial Services       176        176        176       176       207        158        137       157
  Subsidiary preferred stock dividends               20         20         20        20        18         15         14         7
  Capitalized interest                                7          7          7         6         7          8          8         7
  Interest portion of rental expense                 13         13         13        10         9          7          7         6
                                                 ------- ---------- ----------   ------- --------- ---------- ---------- ---------
Total fixed charges                                $375       $363       $370      $310      $346       $283       $244      $259
                                                 ======= ========== ==========   ======= ========= ========== ========== =========

Ratio of earnings to fixed charges:
Actual                                                                            1.56x     1.94x      2.06x      1.65x     1.42x
                                                                                 ======= ========= ========== ========== =========

Supplemental Pro Forma  - Acquisition (1)         1.43x      1.48x      1.45x
                                                 ======= ========== ==========

(d)      As adjusted for the upcoming notes offering, the recently completed common stock
         and Upper DECS offerings and the acquisition of Gaylord Container Corporation.
(e)      As adjusted for the recently completed common stock and Upper DECS
         offerings and the acquisition of Gaylord Container Corporation.
(1)      As adjusted for the acquisition of Gaylord Container Corporation.