CONSULTING AGREEMENT (this "Agreement") made as of the 19th day of October, 1998 by and between
Ronald M. Gross, residing at the address indicated following his signature below (hereinafter referred to as "Mr.
Gross") and Rayonier Inc., a North Carolina corporation having its principal place of business at 1177 Summer
Street, Stamford, Connecticut 06905 (hereinafter referred to as the "Company").
W I T N E S S E T H:
WHEREAS, Mr. Gross has provided valuable service to the Company and its shareholders as Chief Executive
Officer of the Company since 1981 and as the Company's Chairman of the Board of Directors since 1984;
WHEREAS, on May 15, 1998, Mr. Gross was reelected a Class I Director of the Company for a term ending in
WHEREAS, Mr. Gross intends to retire from his employment with the Company, and the Company desires to
have Mr. Gross continue as a director and to have the opportunity to consult Mr. Gross following his retirement;
WHEREAS, Mr. Gross is willing to remain a director of the Company and to undertake such consulting
obligations on the terms and conditions contained herein.
NOW THEREFORE, in consideration of their mutual promises, and for other good and valuable consideration,
the parties, intending to be legally bound, agree as follows:
1. Retirement. Mr. Gross will voluntarily retire and thereby terminate his employment with the Company on
December 31, 1998 (his "Retirement"), and relinquish his role as Chairman of the Board of Directors.
2. Directorship. (a) Nomination. Mr. Gross shall remain a Class I Director of the Company for the remainder of
his term ending in May, 2001, and the Company hereby agrees to nominate Mr. Gross for election as a Class I
Director at each Annual Meeting at which Class I Directors are elected in 2001 and 2004 and, if reelected, Mr.
Gross agrees to continue to serve in such capacity through the Company's Annual Meeting in 2007. As a
director, Mr. Gross shall be entitled to compensation for s