Component Number

EXHIBIT 4.9

JPMorgan Chase Bank, National Association

P.O. Box 161

60 Victoria Embankment

London EC4Y 0JP

England

October 15, 2007

Rayonier Inc.

50 North Laura Street

Jacksonville, FL 32202

Re: Issuer Warrant Transaction Amendment

Rayonier Inc. (“Issuer”) and JPMorgan Chase Bank, National Association, London Branch (“Dealer”) have entered into a confirmation dated as of October 10, 2007 (the “Confirmation”) relating to Warrants on shares of common stock (no par value) of Issuer issued by Issuer to Dealer. This letter agreement (this “Amendment”) amends the terms and conditions of the Transaction (the “Transaction”) evidenced by the Confirmation.

Upon the effectiveness of this Amendment, all references in the Confirmation to the “Transaction” will be deemed to be to the Transaction as amended hereby. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.

1. Amendments. The Confirmation is hereby amended as follows:

a. Number of Warrants and Expiration Date. The Numbers of Warrants and Expiration Dates specified in the Confirmation are hereby replaced in their entirety with the Numbers of Warrants and Expiration Dates set forth on Annex A attached hereto.

b. Additional Premium. The “Premium” shall be USD7,234,500.

c. Capped Number. The number “3,192,578” set forth in Section 8(e) of the Confirmation is hereby replaced with the number “3,831,094”.

2. Effectiveness. This Amendment shall become effective upon execution by the parties hereto.

3. No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

5. Governing Law. The provisions of this Amendment shall be governed by the New York law (without reference to choice of law doctrine).

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it in the manner indicated in the attached cover letter.

Confirmed as of the date first above written:

Annex A

For each Component of the Transaction, the Number of Warrants and Expiration Date are set forth below.