Issuer Warrant Transaction Amendment



 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. 
  

					
	Yours faithfully,
		
		 	 J.P. Morgan Securities Inc., as agent for
 JPMorgan Chase Bank, National Association

			
		 	By:	 	  

		 	Authorized Signatory
		 	Name:	 	


 Confirmed as of the date first above written: 
  

			
	RAYONIER INC.
		
	By:	 	  

	Name:	 	
	Title:	 	








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

					
	 Component Number
	 	 Number of Warrants
	 	 Expiration Date

	 1.
	 	38,311	 	January 15, 2013
	 2.
	 	38,311	 	January 16, 2013
	 3.
	 	38,311	 	January 17, 2013
	 4.
	 	38,311	 	January 18, 2013
	 5.
	 	38,311	 	January 22, 2013
	 6.
	 	38,311	 	January 23, 2013
	 7.
	 	38,311	 	January 24, 2013
	 8.
	 	38,311	 	January 25, 2013
	 9.
	 	38,311	 	January 28, 2013
	 10.
	 	38,311	 	January 29, 2013
	 11.
	 	38,311	 	January 30, 2013
	 12.
	 	38,311	 	January 31, 2013
	 13.
	 	38,311	 	February 1, 2013
	 14.
	 	38,311	 	February 4, 2013
	 15.
	 	38,311	 	February 5, 2013
	 16.
	 	38,311	 	February 6, 2013
	 17.
	 	38,311	 	February 7, 2013
	 18.
	 	38,311	 	February 8, 2013
	 19.
	 	38,311	 	February 11, 2013
	 20.
	 	38,311	 	February 12, 2013
	 21.
	 	38,311	 	February 13, 2013
	 22.
	 	38,311	 	February 14, 2013
	 23.
	 	38,311	 	February 15, 2013
	 24.
	 	38,311	 	February 19, 2013
	 25.
	 	38,311	 	February 20, 2013
	 26.
	 	38,311	 	February 21, 2013
	 27.
	 	38,311	 	February 22, 2013
	 28.
	 	38,311	 	February 25, 2013
	 29.
	 	38,311	 	February 26, 2013
	 30.
	 	38,311	 	February 27, 2013
	 31.
	 	38,311	 	February 28, 2013
	 32.
	 	38,311	 	March 1, 2013
	 33.
	 	38,311	 	March 4, 2013
	 34.
	 	38,311	 	March 5, 2013
	 35.
	 	38,311	 	March 6, 2013
	 36.
	 	38,311	 	March 7, 2013
	 37.
	 	38,311	 	March 8, 2013
	 38.
	 	38,311	 	March 11, 2013
	 39.
	 	38,311	 	March 12, 2013
	 40.
	 	38,311	 	March 13, 2013
	 41.
	 	38,311	 	March 14, 2013
	 42.
	 	38,311	 	March 15, 2013
	 43.
	 	38,311	 	March 18, 2013
	 44.
	 	38,311	 	March 19, 2013
	 45.
	 	38,311	 	March 20, 2013
	 46.
	 	38,311	 	March 21, 2013
	 47.
	 	38,311	 	March 22, 2013
	 48.
	 	38,311	 	March 25, 2013
	 49.
	 	38,311	 	March 26, 2013
	 50.
	 	38,308	 	March 27, 2013