THIS AMENDMENT is made this 22nd day of July, 1997, by and between RAYONIER INC. (the
"Employer") and RONALD M. GROSS (the "Employee") with respect to the SPLIT-DOLLAR LIFE
INSURANCE AGREEMENT effective June 22, 1994 (the "Agreement").
WHEREAS, the Employer and the Employee desire to amend the Agreement effective as of the day and year
first above written to authorize the continuation of the Agreement as hereinafter provided following a Change in
Control of the Employer. (Terms not otherwise defined herein shall have the same meaning as in the Agreement.)
NOW, THEREFORE, in consideration of the agreements hereinafter contained, the parties hereto hereby agree
to amend the Agreement effective as of the day and year first above written by adding thereto the following new
"14. Change in Control.
Notwithstanding any provision in this Agreement to the contrary, if, following a Change in Control and before
January 3, 1999, the Employee retires or otherwise terminates his employment for any reason whatsoever or the
Employer terminates the Employee's employment for any reason whatsoever, this Agreement shall remain in full
force and effect unless and until payments shall have commenced to the Employee under that certain Deferred
Compensation/Supplemental Retirement Agreement, effective June 28, 1994 (as amended), between the
Employer and the Employee (the "Deferral Agreement").
The Employer shall have no right of offset with respect to payments due under the Deferral Agreement for
payments, if any, made to the Employee or his designated beneficiary, on or pursuant to the Policy. Nothing in
this Agreement shall be construed to give the Employee a right in the Policy or in the proceeds therefrom from
and after the commencement of payments under the Deferral Agreement nor shall such Policy secure in any
fashion the obligations of the Employer thereunder.
In the event that the Employee is required to defend in any legal action or other proceeding the validity or