<PAGE>   1
                                                                   EXHIBIT 10.22


                 RAYONIER OUTSIDE DIRECTORS COMPENSATION PROGRAM
                      [1999] CASH DEFERRAL OPTION AGREEMENT


This Agreement is made by and between Rayonier Inc. (hereinafter the "Company")
and the undersigned individual Non-Employee Director of the Company (hereinafter
the "Director").

      WHEREAS, the Director is and will be serving as a Director of the Company;
      and

      WHEREAS, the Company desires to assist the Director in providing for the
      Director's retirement;

      NOW THEREFORE, in consideration of the premises and the mutual promises
      herein, the parties hereto agree as follows:

   1. DEFERRAL ELECTION. The undersigned Director hereby irrevocably elects to
      defer the Deferred Portion of cash ANNUAL RETAINER AND/OR MEETING FEES
      that the Director would have received as a Director of the Company for
      services rendered for calendar year [1999], and such deferred portion of
      cash Annual Retainer and/or Meeting Fees shall not be paid to the
      Director, where otherwise payable, but rather shall be set aside in an
      account (the "Account"), which shall remain the sole property of the
      Company. For purposes of this Agreement, the Account shall be credited
      with interest thereon at a rate equal to the Prime Rate as reported in the
      Wall Street Journal, adjusted and compounded annually as of each December
      31 during the term of this Agreement.

         The Deferred Portion shall be the following percentage or specific
         dollar amount for calendar year [1999] Annual Retainer and/or Meeting
         Fees otherwise payable in [1999]:

           ANNUAL RETAINER                              MEETING FEES

        ________%  or  $              and/or        ________%  or  $ ______
                                                          (choose one)
               (choose one)

   2. PAYMENT TERMS. The amount in the Account shall be paid to the Director in
      a single lump sum on the date the Director attains age 72 or later upon
      the conclusion of the Director's then current term as a Director provided,
      however, that the Board of Directors may, in its sole discretion, instead
      authorize payment of the entire amount in the Account to the Director upon
      his earlier termination as a Director of the Company in full satisfaction
      of its obligations under this Agreement.

   3. BENEFICIARY DESIGNATION. In the event the Director dies prior to payment
      of the Account, the amount in the Account shall be paid in a single lump
      sum to the beneficiary designated by the Director on the Beneficiary
      Designation (on the reverse side hereof). If no beneficiary is designated
      or no designated beneficiary survives the Director, the beneficiary will
      be the Director's estate. The Director may change beneficiary(ies) at any
      time by written notice to the Company, attention Senior Vice President,
      Administration.

   4. MISCELLANEOUS. This Agreement shall not impose any obligation on the
      Company to continue the Director as a Director, nor shall it impose an
      obligation on the Director to continue to serve as a Director. This
      Agreement shall be construed in all respects under the laws of the State
      of Connecticut.

IN WITNESS WHEREOF, the parties here have caused this Agreement to be duly
executed effective as of December 31, [1998], for calendar year [1999].


RAYONIER INC.                                         DIRECTOR


 ________________________       _________             ________________   ______
John P. O'Grady                 Date                                     Date
SVP - Administration


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                 RAYONIER OUTSIDE DIRECTORS COMPENSATION PROGRAM
                             BENEFICIARY DESIGNATION


I hereby designate the following beneficiary(ies) to be paid my entire Account
in the event of my death.

   SECTION A.     PRIMARY BENEFICIARY(IES) Check box(es) and complete
                  percentage. If you have checked Box 3, complete the additional
                  information requested.

1. / /  ____%     To my SPOUSE AT TIME OF DEATH or, if none, the Alternate
                  Beneficiary(ies) designated in Section B.

2. / /  ____%     To my CHILDREN who survive me, in equal shares, or all to the
                  one who survives me provided that, if any such child
                  predeceases me leaving any descendants who survive me, such
                  descendants shall receive, per stirpes, the share such
                  deceased child would have received if surviving.

3. / /  ____%     To my OTHER PRIMARY BENEFICIARY(IES) who survive me* in the
                  indicated percentages:
<TABLE>
<CAPTION>

                     NAME                      SOCIAL SECURITY NO.  PERCENTAGE
<S>               <C>                          <C>                 <C>
                   ___________________________ _________________   _____________
                                                                               %
                   ___________________________ _________________   _____________
                                                                               %
                   ___________________________ _________________   _____________
                                                                               %
                   ___________________________ _________________   _____________
                                                                               %
                   ___________________________ _________________   _____________
                                                                               %
                                                                  TOTAL __100__%
</TABLE>

4. / /  ____%     To my ESTATE

TOTAL  100 %


   SECTION B.     ALTERNATE BENEFICIARY(IES) Check one box. IF NO BOX IS
                  CHECKED, THE ALTERNATE BENEFICIARY IS YOUR ESTATE. Any balance
                  in my Account not distributed to the above shall be
                  distributed as follows:

     / /          To my CHILDREN who survive me, in equal shares, as provided in
                  No. 2 above

     / /          To the following ALTERNATE BENEFICIARY(IES) who survive me* in
                  the indicated percentages:

<TABLE>
<CAPTION>

                     NAME                      SOCIAL SECURITY NO.  PERCENTAGE
<S>               <C>                          <C>                 <C>
                   ___________________________ _________________   _____________
                                                                               %
                   ___________________________ _________________   _____________
                                                                               %
                   ___________________________ _________________   _____________
                                                                               %
                   ___________________________ _________________   _____________
                                                                               %
                   ___________________________ _________________   _____________
                                                                               %
                                                                  TOTAL __100__%
</TABLE>

*If a beneficiary does not survive me, the amount which would have been
distributed to that beneficiary shall be distributed to the other named
beneficiary(ies) who survive me, in the proportion that the percentage indicated
as passing to each such surviving beneficiary bears to the percentage indicated
as passing to all the surviving beneficiaries.  Payment to a minor beneficiary
shall be to the legally appointed guardian of his/her estate, unless otherwise
permitted by law.


____________________________________________     _______________________________
                                                                  Date