Amendment to Rayonier Investment and Savings Plan for Salaried Employees effective as of October 1, 2017, executed November 9, 2017

WHEREAS, Rayonier Inc. (the "Employer") maintains the Rayonier Investment and Savings Plan for Salaried Employees (the "Plan") for its employees;

WHEREAS, Rayonier Inc. has decided that it is in its best interest to amend the Plan;

WHEREAS, Section 14.0l(b) of the Plan authorizes the Employer to amend the selections under the Rayonier Investment and Savings Plan for Salaried Employees Adoption Agreement.

NOW THEREFORE BE IT RESOLVED, that the Rayonier Investment and Savings Plan for Salaried Employees Adoption Agreement is amended as follows. The amendment of the Plan is effective as of 10-1-2017.

1. The Adoption Agreement is amended to read:

1-1    EMPLOYER INFORMATION:

Name: Rayonier Inc.    

Address:

Telephone: (904) 357-9100                    Fax:                    

1-5    RELATED EMPLOYERS: Is the Employer part of a group of Related Employers (as defined in Section 1.120 of the Plan)?

x    Yes

o    No

If yes, Related Employers may be listed below. A Related Employer must complete a Participating Employer Adoption Page for Employees of that Related Employer to participate in this Plan. The failure to cover the Employees of a Related Employer may result in a violation of the minimum coverage rules under Code §410(b). (See Section 2.02(c) of the Plan.)

6A-5 ROTH DEFERRALS. Roth Deferrals (as defined in Section 3.03(e) of the Plan) are not permitted under the Plan, unless designated otherwise under this AA §6A-5.

8.11(b)(2) of the Plan for default distribution rules if a Participant fails to designate the appropriate Account for corrective distributions from the Plan.)

Alternatively, the Employer may designate the order of distributions for the distribution types listed below:

x (1)    Distributions and withdrawals.

x (2)    Distribution of Excess Deferrals.

o (l)    Effective date. Effective _____________ [not earlier than 9/27/2010 or later than 12/31/2012], a Participant

may elect to convert all or any portion of his/her non-Roth vested Account Balance to an In-Plan Roth Conversion Account.

Plan. This subsection (2) may be used to add the in-service distribution options under the Plan applicable only to In-Plan Roth Conversion s.

o (i)    In-service distribution events: In addition to any in-service distribution options described in AA

§ l0, the following in-service distribution options apply for In-Plan Roth Conversions: [Check the appropriate boxes.]

o (A)    Attainment of age 59½ for all contribution sources

o (F)    Other distribution event: _________________________________________________

o(ii)    In-service distribution option available only to accomplish In-Plan Roth Conversion. If this subsection (ii) is checked, the in-service distribution options described in subsection (i) will be permitted only to accomplish an In-Plan Roth Conversion.

o (i)    All available sources under the Plan

o (ii)    Pre-tax Salary Deferrals

o (iii)    Employer Contributions

o (iv)    Matching Contributions

o (v)    Safe Harbor Contributions

o (vi)    QNECs and QMACs

o (vii)    After-Tax Contributions

o (viii)     Ro11over Contributions

o (ix)    Describe:     

[Note: If an In-Plan Roth Conversion is permitted from partially-vested sources, special rules apply for determining the vested percentage of such amounts after conversion. See Section 7.09 of the Plan.]

o (ii)    A Participant may not make an In-Plan Roth Conversion of less than $___    (may not exceed $1,000).

o (iii)    A Participant may not make an In-Plan Roth Conversion of any outstanding loan amount.

o (iv)    Describe: _________________________________________________________________________

o (ii)    An in-service distribution may be made from the In-Plan Roth Conversion account at any time.

o (iv)    Describe distribution options: ______________________________________________________

immediate distribution option for Rollover and After-Tax Contributions while still delaying the distribution of other contribution sources. If subsection (iii) is checked, subsection (i) or (iv) should also be checked to describe distribution options/or other contribution sources. To the extent a selection in this subsection (6)

o (d)    Describe any special rules that apply to Roth Deferrals under the Plan: _____________________________________

However, in no case may a Participant begin making Salary Deferrals prior to the later of the date the Employee becomes a Participant, the date the Participant executes a Salary Reduction Agreement or the date the Plan is adopted or effective. (See Section 3.03(a) of the Plan.)

To designate a later Effective Date for Salary Deferrals or Roth Deferrals, complete this AA §6A-9.

o (1)    the date the Plan is executed by the Employer (as indicated on the Employer Signature Page).

o (2)    ___ (insert date).

6B-3    CONTRIBUTIONS ELIGIBLE FOR MATCHING CONTRIBUTIONS ("ELIGIBLE CONTRIBUTIONS"). Unless

designated otherwise under this AA §6B-3, all Salary Deferrals, including any Roth Deferrals and Catch-Up Contributions are eligible for the Matching Contributions designated under AA §6B-2.

x (a)    Matching Contributions. Only the following contribution sources are eligible for a Matching Contribution under AA

§6B-2:

x (l)    Pre-tax Salary Deferrals

x (2)    Roth Deferrals

x (3)    Catch-Up Contributions

o (1)    The Matching Contribution designated in AA §6B-2 above will apply to elective deferrals under the following

plan maintained by the Employer: ___________    

o (2)    The following special rules apply in determining the amount of Matching Contributions under this Plan with

respect to elective deferrals under the plan described in subsection (1): _______________________________

x (c)    Special rules. The following special rules apply for purposes of determining the Matching Contribution under this AA

§6B-3: A Participant who receives a non-hardship withdrawal of After-tax or Company Matching contributions is suspended from receiving Company Matching contributions for three months following the date of withdrawal.

Name: Terrapointe LLC    

Address: Wildlight 1 Rayonier Way    

City, State, Zip Code: Yulee, Florida 32097    

EFFECTIVE DATE: The Effective Date should be completed to document whether this Plan is a new plan or restatement of a prior plan with respect to the Participating Employer. (Additional special Effective Dates may apply under Modifications to Adoption Agreement.)

x    New plan. The Participating Employer is adopting this Plan as a new Plan effective 10-1-2017 . [Note: Date can be no earlier than the

o    Restated plan. The Participating Employer is adopting this Plan as a restatement of a prior plan.

o    Cessation of participation. The Participating Employer is ceasing its participation in the Plan effective as of:    

ALLOCATlON OF CONTRIBUTIONS. Any contributions made under this Plan (and any forfeitures relating to such contributions) will be allocated to all Participants of the Employer (including the Participating Employer identified on this Participating Employer Adoption Page).

To override this default provision, check below.

MODIFICATIONS TO ADOPTION AGREEMENT. The selections in the Adoption Agreement (including any special effective dates identified in Appendix A) will apply to the Participating Employer executing this Participating Employer Adoption Page.

To modify the Adoption Agreement provisions applicable to a Participating Employer, designate the modifications in (a) or (b) below.

o (a)    Special Effective Dates. Check this (a) if different special effective dates apply with respect to the Participating Employer signing this

Participating Employer Adoption Page. Attach a separate Addendum to the Adoption Agreement entitled "Special Effective Dates for

Participating Employer" and identify the special effective dates as they apply to the Participating Employer.

o (b)    Modification of Adoption Agreement elections. Section(s) ___ of the Agreement are being modified for this Participating

Employer. The modified provisions are effective     .

SIGNATURE. By signing this Participating Employer Adoption Page, the Participating Employer agrees to adopt (or to continue its participation in) the Plan identified on page l of this Agreement. The Participating Employer agrees to be bound by all provisions of the Plan and Adoption Agreement as completed by the signatory Employer, unless specifically provided otherwise on this Participating Employer Adoption Page. The Participating Employer also agrees to be bound by any future amendments (including any amendments to terminate the Plan) as adopted by the signatory Employer. By signing this Participating Employer Adoption Page, the individual below represents that he/she has the authority to sign on behalf of the Participating Employer.

Name: Raydient LLC                                            

Address: Wildlight l Rayonier Way                                        

City, State, Zip Code: Yulee, Florida 32097    

EFFECTlVE DATE: The Effective Date should be completed to document whether this Plan is a new plan or restatement of a prior plan with respect to the Participating Employer. (Additional special Effective Dates may apply under Modifications to Adoption Agreement.)

o    Restated plan. The Participating Employer is adopting this Plan as a restatement of a prior plan.

(a)    Name of plan(s) being restated:_________________________________________________________________________________________

(b)    This restatement is effective     [Note: Date can be no earlier than January 1, 2007]

o    Cessation of participation. The Participating Employer is ceasing its participation in the Plan effective as of:     

ALLOCATlON OF CONTRIBUTlONS. Any contributions made under this Plan (and any forfeitures relating to such contributions) will be allocated to all Participants of the Employer (including the Participating Employer identified on this Participating Employer Adoption Page).

To override this default provision, check below.

MODIFICATIONS TO ADOPTlON AGREEMENT. The selections in the Adoption Agreement (including any special effective dates identified in Appendix A) will apply to the Participating Employer executing this Participating Employer Adoption Page.

To modify the Adoption Agreement provisions applicable to a Participating Employer, designate the modifications in (a) or (b) below.

o (b)    Modification of Adoption Agreement elections. Section(s) ____of the Agreement are being modified for this Participating

Employer. The modified provisions are effective                                  .

SIGNATURE. By signing this Participating Employer Adoption Page, the Participating Employer agrees to adopt (or to continue its participation in) the Plan identified on page l of this Agreement. The Participating Employer agrees to be bound by all provisions of the Plan and Adoption Agreement as completed by the signatory Employer, unless specifically provided otherwise on this Participating Employer Adoption Page. The Participating Employer also agrees to be bound by any future amendments (including any amendments to terminate the Plan) as adopted by the signatory Employer. By signing this Participating Employer Adoption Page, the individual below represents that he/she has the authority to sign on behalf of the Participating Employer.

Name: Wildlight LLC    

Address: Wildlight 1 Rayonier Way    

City, State, Zip Code: Yulee, Florida 32097        

EFFECTIVE DATE: The Effective Date should be completed to document whether this Plan is a new plan or restatement of a prior plan with respect to the Participating Employer. (Additional special Effective Dates may apply under Modifications to Adoption Agreement.)

o    Restated plan. The Participating Employer is adopting this Plan as a restatement of a prior plan.

(a) Name of plan(s) being restated:_____________________________________________________________________________________________

ALLOCATlON OF CONTRlBUTIONS. Any contributions made under this Plan (and any forfeitures relating to such contributions) will be allocated to all Participants of the Employer (including the Participating Employer identified on this Participating Employer Adoption Page).

To override this default provision, check below.

MODIFICATIONS TO ADOPTION AGREEMENT. The selections in the Adoption Agreement (including any special effective dates identified in Appendix A) will apply to the Participating Employer executing this Participating Employer Adoption Page.

To modify the Adoption Agreement provisions applicable to a Participating Employer, designate the modifications in (a) or (b) below.

o (b)    Modification of Adoption Agreement elections. Section(s) of the Agreement are being modified for this Participating

Employer. The modified provisions are effective __________________________________________________________________________.

SIGNATURE. By signing this Participating Employer Adoption Page, the Participating Employer agrees to adopt (or to continue its participation in) the Plan identified on page l of this Agreement. The Participating Employer agrees to be bound by all provisions of the Plan and Adoption Agreement as completed by the signatory Employer, unless specifically provided otherwise on this Participating Employer Adoption Page. The Participating Employer also agrees to be bound by any future amendments (including any amendments to terminate the Plan) as adopted by the signatory Employer. By signing this Participating Employer Adoption Page, the individual below represents that he/she has the authority to sign on behalf of the Participating Employer.

Name: Rayonier Operating Company LLC

Address: Wildlight I Rayonier Way    

City, State, Zip Code: Yulee, Florida 32097    

EMPLOYER lDENTIFICATION NUMBER (EIN): 27 ###-###-####

FORM OF BUSINESS: LLC     

EFFECTIVE DATE: The Effective Date should be completed to document whether this Plan is a new plan or restatement of a prior plan with respect to the Participating Employer. (Additional special Effective Dates may apply under Modifications to Adoption Agreement.)

ALLOCATION OF CONTRIBUTIONS. Any contributions made under this Plan (and any forfeitures relating to such contributions) will be allocated to all Participants of the Employer (including the Participating Employer identified on this Participating Employer Adoption Page).

To override this default provision, check below.

MODIFlCATIONS TO ADOPTION AGREEMENT. The selections in the Adoption Agreement (including any special effective dates identified in Appendix A) will apply to the Participating Employer executing this Participating Employer Adoption Page.

To modify the Adoption Agreement provisions applicable to a Participating Employer, designate the modifications in (a) or (b) below.

o (b)    Modification of Adoption Agreement elections. Section(s) ___ of the Agreement are being modified for this Participating

Employer. The modified provisions are effective     .

SIGNATURE. By signing this Participating Employer Adoption Page, the Participating Employer agrees to adopt (or to continue its participation in) the Plan identified on page I of this Agreement. The Participating Employer agrees to be bound by all provisions of the Plan and Adoption Agreement as completed by the signatory Employer, unless specifically provided otherwise on this Participating Employer Adoption Page. The Participating Employer also agrees to be bound by any future amendments (including any amendments to terminate the Plan) as adopted by the signatory Employer. By signing this Participating Employer Adoption Page, the individual below represents that he/she has the authority to sign on behalf of the Participating Employer.

PURPOSE OF EXECUTION. This Signature Page is being executed for Rayonier Investment and Savings Plan for Salaried Employees to effect:

o (a)    The adoption of a new plan, effective__ [insert Effective Date of Plan]. [Note: Date can be no earlier than the first day of the

Plan year in which the Plan is adopted.]

o (b)    The restatement of an existing plan, in order to comply with the requirements of PPA, pursuant to Rev. Proc. 2011-49.

(2)    Name of plan(s) being restated:     

(3)    The original effective date of the plan(s) being restated:     

VOLUME SUBMITTER SPONSOR INFORMATION. The Volume Submitter Sponsor (or authorized representative) will inform the Employer of any amendments made to the Plan and will notify the Employer if it discontinues or abandons the Plan. To be eligible to receive such notification, the Employer agrees to notify the Volume Submitter Sponsor (or authorized representative) of any change in address. The Employer may direct inquiries regarding the Plan or the effect of the Favorable IRS Letter to the Volume Submitter Sponsor (or authorized representative) at the following location:

IMPORTANT INFORMATION ABOUT THIS VOLUME SUBMITTER PLAN. A failure to properly complete the elections in this Adoption Agreement or to operate the Plan in accordance with applicable law may result in disqualification of the Plan. The Employer may rely on the Favorable IRS Letter issued by the National Office of the Internal Revenue Service to the Volume Submitter Sponsor as evidence that the Plan is qualified under Code §40l(a), to the extent provided in Rev. Proc. 2011-49. The Employer may not rely on the Favorable IRS Letter in certain circumstances or with respect to certain qualification requirements, which are specified in the Favorable IRS Letter issued with respect to the Plan and in Rev. Proc. 2011-49. In order to obtain reliance in such circumstances or with respect to such qualification requirements, the Employer must apply to the office of Employee Plans Determinations of the Internal Revenue Service for a determination letter. See Section 1.66 of the Plan.

By executing this Adoption Agreement, the Employer intends to adopt the provisions as set forth in this Adoption Agreement and the related Plan document. By signing this Adoption Agreement, the individual below represents that he/she has the authority to execute this Plan document on behalf of the Employer. This Adoption Agreement may only be used in conjunction with Basic Plan Document #04. The Employer understands that the Volume Submitter Sponsor has no responsibility or liability regarding the suitability of the Plan for the Employer's needs or the options elected under this Adoption Agreement. It is recommended that the Employer consult with legal counsel before executing this Adoption Agreement.