1994 RAYONIER INCENTIVE STOCK PLAN
The following is the text of the 1994 Rayonier Incentive Stock Plan as amended effective July 18, 1997:
The purpose of the 1994 Rayonier Incentive Stock Plan is to motivate and reward superior performance on the
part of employees of Rayonier and its subsidiaries and to thereby attract and retain employees of superior ability.
In addition, the Plan is intended to further opportunities for stock ownership by such employees in order to
increase their proprietary interest in Rayonier and, as a result, their interest in the success of the Company.
Awards will be made, in the discretion of the Committee, to Key Employees (including officers and directors who
are also employees) whose responsibilities and decisions directly affect the performance of any Participating
Company and its subsidiaries. Such incentive awards may consist of stock options, stock appreciation rights
payable in stock or cash, performance shares, restricted stock or any combination of the foregoing, as the
Committee may determine.
When used herein, the following terms shall have the following meanings:
"Act" means the Securities Exchange Act of 1934.
"Award" means an award granted to any Key Employee in accordance with the provisions of the Plan in the form
of Options, Rights, Performance Shares or Restricted Stock, or any combination of the foregoing.
"Award Agreement" means the written agreement evidencing each Award granted to a Key Employee under the
"Beneficiary" means the beneficiary or beneficiaries designated pursuant to Section 10 to receive the amount, if
any, payable under the Plan upon the death of a Key Employee.
"Board" means the Board of Directors of the Company.
"CHANGE IN CONTROL" HAS THE MEANING SPECIFIED IN THE RETIREMENT PLAN.
"Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. (All citations to
sections of the Code are to such sections as they may from time to time be amended or renumbered