0001193125-04-036458 Sample Contracts

RAYONIER 2004 INCENTIVE STOCK AND MANAGEMENT BONUS PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Form A – 3-Year Vesting)
Non-Qualified Stock Option Award Agreement • March 8th, 2004 • Rayonier Inc • Lumber & wood products (no furniture) • Florida

THIS AGREEMENT, made as of the day of 20 , by and between Rayonier Inc. (the “Company”) and the undersigned individual (the “Optionee”), pursuant to the Rayonier 2004 Incentive Stock and Management Bonus Plan (the “Plan”). (Terms not defined herein have the same meaning as in the Plan.)

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RETENTION AGREEMENT
Retention Agreement • March 8th, 2004 • Rayonier Inc • Lumber & wood products (no furniture) • Florida

This RETENTION AGREEMENT (this “Agreement”) is made as of the 31st day of December, 2003 by Rayonier Inc., a North Carolina corporation having its principal office at 50 North Laura Street, Jacksonville, Florida 32202-3638 (the “Company”), and Paul G. Boynton (the “Executive”).

U.S. $250,000,000 THREE YEAR REVOLVING CREDIT AGREEMENT Among RAYONIER INC., RAYONIER TRS HOLDINGS INC., RAYONIER TIMBERLANDS OPERATING COMPANY, L.P. as Borrowers and The Several Lenders from Time to Time Parties Hereto, The Issuing Banks from Time to...
Revolving Credit Agreement • March 8th, 2004 • Rayonier Inc • Lumber & wood products (no furniture) • New York

THREE YEAR REVOLVING CREDIT AGREEMENT, dated as of November 24, 2003, among RAYONIER INC., a North Carolina corporation (“Rayonier”), RAYONIER TRS HOLDINGS INC., a Delaware corporation (“TRS”), RAYONIER TIMBERLANDS OPERATING COMPANY, L.P., a Delaware limited partnership (“RTOC;” Rayonier, TRS and RTOC, each a “Borrower” and, collectively, the “Borrowers”), the several banks, financial institutions and other institutional lenders from time to time party hereto (the “Lenders”), the issuing banks from time to time party hereto (the “Issuing Banks”), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent (in such capacity, the “Administrative Agent”), CREDIT SUISSE FIRST BOSTON and BANK OF AMERICA, N.A., as Co-Syndication Agents, JPMORGAN CHASE BANK, SUN TRUST BANK and THE BANK OF NEW YORK, as Co-Documentation Agents, and CREDIT SUISSE FIRST BOSTON and BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers (the “Agreement”).

Rayonier 2004 Incentive Stock and Management Bonus Plan Restricted Share Award Agreement
Restricted Share Award Agreement • March 8th, 2004 • Rayonier Inc • Lumber & wood products (no furniture) • Florida

This Award Agreement is entered into by and between Rayonier Inc., a corporation organized under the laws of the State of North Carolina with its principal office at 50 North Laura Street (the “Company”), and the undersigned qualified individual (“Key Employee”), pursuant to the Rayonier 2004 Incentive Stock and Management Bonus Plan (the “Plan”).

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