On December 10, 2009, the Compensation and Management Development Committee of the Rayonier Board of Directors (the "Compensation Committee") approved the Rayonier Annual Corporate Bonus Program for 2010 under the Rayonier Non-Equity Incentive Plan. The Bonus Program covers our named executive officers, who are referred to as Covered Executives, as well as other corporate and operating employees.

Under the Bonus Program, target bonus awards, calculated as a percentage of base salary at the end of the performance period, are established for each participant. A performance factor ranging from 0% to 200%, calculated based on performance against financial and strategic results, is applied to each participant's target bonus award to determine their formula award level. Individual formula award levels can be adjusted +/- 30% to reflect performance against individual performance objectives, with the exception of Covered Executives, whose formula award levels may be decreased, but not increased, to the extent determined by the Committee.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Bonus Program, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

2010 Class Performance Share Award Program

On December 10, 2009, the Compensation Committee also approved the Rayonier 2010 Performance Share Award Program under the Rayonier Incentive Stock Plan. The Performance Share Program provides for the payment of Rayonier shares ranging between 0% and 200% of target awards based on Rayonier's Total Shareholder Return performance against an identified peer group over a three year period.

Exhibit 10.1   2010 Annual Corporate Bonus Program