THIS AMENDMENT is made the 22nd of July, 1997, by and between RAYONIER INC. (the "Corporation")
and RONALD M. GROSS (the "Employee") with respect to the DEFERRED
COMPENSATION/SUPPLEMENTAL RETIREMENT AGREEMENT effective June 28, 1994 (the
WHEREAS, the Corporation and the Employee desire to amend the Agreement effective as of the day and year
first above written to authorize the payment of the Retirement Benefit thereunder upon termination of the
Employee's employment for any reason following a Change in Control of the Corporation.
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
"9. Change in Control.
Notwithstanding any provision in this Agreement to the contrary, if, following a Change in Control, the Employee
terminates his employment for any reason other than death or the Corporation terminates the Employee's
employment for any reason other than death, the Employee shall be entitled to payment of the Retirement Benefit
set forth in Article 1 of this Agreement. Payment of the Retirement Benefit shall commence as soon as is
practicable after the Employee's termination of employment following a Change in Control. If the Employee dies
during the Payout Period, the amounts due under Article 1 of this Agreement shall be paid to the Employee's
Designated Beneficiary as provided therein.
In the event that the Employee is required to defend in any legal action or other proceeding the validity or
enforceability of any right or benefit afforded by this Agreement, including this Article 9, the Corporation shall pay
any and all actual legal fees and expenses incurred by the Employee regardless of the outcome of such action
and, if requested by the Employee, shall (within two business days of such request) advance such expenses to the
Employee. The Corporation shall be precluded from assert