Rayonier Advanced Materials Inc.
Executive Severance Pay Plan

Human Resources

June 2014

RAYONIER ADVANCED MATERIALS INC.

EXECUTIVE SEVERANCE PAY PLAN

1. Purpose

The Compensation and Management Development Committee of the Board of Directors of Rayonier Advanced Materials Inc. recognizes that, as with many publicly held corporations, there exists the possibility of a Change in Control of the Company. This possibility and the uncertainty it creates may result in the loss or distraction of senior executives of the Company, to the detriment of the Company and its shareholders.

Accordingly, the Committee has determined that appropriate steps should be taken to assure the Company of the continued employment, attention and dedication to duty of its senior executives-including maintaining professionalism, indifference and objectivity in negotiating with a potential acquirer and to seek to ensure the availability of their continued service, notwithstanding the possibility, threat, or occurrence of a Change in Control.

Therefore , in order to fulfill the above purposes, this Executive Severance Pay Plan is adopted effective as specified in Section 17 .

The definitions of capitalized terms are located in Section 8 .

2.      Covered Employees

Covered employees under this Plan are those full-time, regular executive salaried employees of the Company, who are identified and designated as Tier I or Tier II on Appendix A attached hereto (each an " Executive "), as such Appendix A may be amended by the Committee from time to time prior to a Change in Control.

An Executive shall cease to be a participant in this Plan only as a result of termination or amendment of this Plan complying with Section 13 , or when he or she ceases to be a full time employee of the Company, unless, at the time he or she ceases to be an employee, such Executive is entitled to payment of Separation Benefits as provided in this Plan or there has been an event or occurrence that constitutes Good Reason after a Change in Control that would enable Executive to terminate his or her employment and receive Separation Benefits. An Executive entitled to payment of Separation Benefits under the Plan shall remain a participant in the Plan until the full amount of the Separation Benefits has been paid to Executive.

3.      Upon a Qualifying Termination

Any non-excepted termination is a " Qualifying Termination ."

" Cause " shall mean with respect to any Executive: (i) the willful and continued failure of Executive for a period of ninety (90) days to perform substantially Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Board of Directors of the Company that specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive's duties, or (ii) the engaging by Executive in illegal conduct or gross misconduct that is demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive without reasonable belief that Executive's action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of Directors or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and, in the best interests of the Company. An Executive shall be deemed to have engaged in illegal conduct and shall be subject to termination for Cause if Executive has been indicted or charged by any prosecuting agency with the commission of a felony.

" Disability " shall mean an illness or injury that has prevented Executive from performing his or her duties (as they existed immediately prior to the illness or injury) on a full-time basis for 180 consecutive business days.

" Good Reason " shall mean, with respect to any Executive: (i) the assignment to Executive of any duties inconsistent in any respect with Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately before the Change in Control, or any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive; (ii) any material reduction in Executive's Base Pay, opportunity to earn annual bonuses or other compensation or employee benefits, other than as a result of an isolated and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by Executive; (iii) the Company's requiring Executive to relocate his or her principal place of business to a place which is more than thirty-five (35) miles from his or her previous principal place of business; or (iv) any purported termination of this Plan otherwise than as expressly permitted by this Plan. For purposes of this Plan, any good faith determination of Good Reason made by Executive shall be conclusive; provided that, no basis for a termination for “Good Reason” shall apply if it would cause any portion of the resulting amounts payable hereunder to cease to be eligible for the short-term deferral exception to the application of Code Section 409A Rules.

4.      Plan Benefits

For purposes of this Plan, “ Plan Benefits ” consist of (i) Scheduled Severance Pay calculated as provided in Section 4A , (ii) Additional Severance calculated as provided in Section 4B and Section 4C , (iii) the Single Trigger Benefits as provided in Section 4D , and (iv) certain additional amounts provided for in Section 7 . The Company shall pay the Scheduled Severance Pay and Additional Severance to Executive in a lump sum not later than 10 days after the Effective Date of the Executive’s Qualifying Termination; provided that, no portion of the Scheduled Severance Pay or Additional Severance that is payable on account of an Executive’s Separation from Service shall be paid earlier than the end of the Separation Delay Period if the payment is on account of such Separation from Service and at that date the Executive is a Specified Employee; provided that, such delay in payment shall not apply to any portion of the Scheduled Severance Pay or Additional Severance that is excepted from such delay under the Code Section 409A Rules as a Short-Term Deferral or Separation Pay. The Company shall pay the Single Trigger Benefits as provided in Section 4D upon a Change in Control and, if applicable, the additional amounts as provided in Section 7 ; provided that, if any such additional amount is payable as a result of the Executive’s Separation from Service, it shall not be paid prior to the end of the Separation Delay Period if on the date of such Separation from

Service the Executive was a Specified Employee; and provided further that, such delay in payment shall not apply to any such additional amounts that are excepted from such delay under the Code Section 409A Rules as Short-Term Deferrals or Separation Pay.

Notwithstanding the foregoing, for purposes of calculating the Retirement Savings Adjustment, Executive shall not be required to contribute to the Rayonier Advanced Materials Investment and Savings Plan for Salaried Employees (the “ Savings Plan ”) or the Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan (the “ Excess Plan ”) as a condition to receiving the Retirement Savings Adjustment nor shall the Company be required to include in the Retirement Savings Adjustment amounts attributable to contributions Executive would have made under the Savings Plan or the Excess Plan had Executive continued to participate in those plans. The Company shall only be obligated to include in the Retirement Savings Adjustment the Company contributions that would have been made under the Savings Plan and the Excess Plan had Executive continued to participate in those plans at the level of compensation and rate of contribution in effect as of the pay date immediately preceding the Effective Date of the Qualifying Termination, without allocating any deemed earnings to said Company contributions.

Executive as of the Change in Control under the applicable employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) maintained by the Company for the benefit of the Company's employees at such date, times the Executive’s Applicable Tier Multiplier, discounted for present value applying a 4% discount rate.

5.      Dispute Resolution.

The Company shall pay the cost of any arbitration proceedings under this Plan. Executive shall be entitled (within two (2) business days of requesting such advance) to an advance of the actual legal fees and expenses incurred by such Executive in connection with such proceedings and Executive shall be obligated to reimburse the Company for such fees and expenses in connection with such arbitration proceedings only if it is finally and specifically determined by the arbitrators that Executive's position in initiating the arbitration was frivolous and completely without merit.

6.      Covenants of Executive.

Confidential Information also includes confidential information of third parties made available to the Company on a confidential basis, but does not include information which is generally known to the public without breach by Executive, (b) was given to Executive by a third party without any obligation of confidentiality, or (c) was obtained or independently developed by Executive prior to or following employment by the Company without the use of information that is otherwise Confidential Information.

7.      Certain Additional Payments by the Company

calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the Change of Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7 , shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that should have been made by the Company will not have been made by the Company (an " Underpayment "), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 7C and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

8.      Definitions

The following terms used in this Plan have the indicated meaning:

“ Additional Severance ” with respect to an Executive means the sum of Executive’s Benefits Continuation Amount and Executive’s Bonus Severance as set forth in Section 4B .

“ Applicable Bonus ” has the definition set forth in Section 4B(i)(1) .

“ Applicable Incentive Stock Plan ” means the Rayonier Advanced Materials Incentive Stock and Management Bonus Plan, as amended, as the context dictates, as in effect immediately prior to a Change in Control.

“ Applicable Tier Multiplier ” means three (3) for Tier I Executives and two (2) for Tier II Executives.

“ Award ” has the meaning set forth in the Applicable Incentive Stock Plan, as the context requires.

“ Base Pay ” means the annual base salary rate payable to Executive at the Effective Date of the Qualifying Termination, including compensation converted to other benefits under a flexible pay arrangement maintained by the Company or deferred pursuant to a written plan or agreement with the Company, provided that, such annual base salary rate shall in no event be less than the highest annual base salary rate paid to Executive at any time during the twenty-four (24) month period immediately preceding the Change in Control.

“ Benefits Continuation Amount ” with respect to an Executive means the amount calculated as provided in Section 4C and payable upon a Qualifying Termination.

“ Bonus Plan ” has the definition set forth in Section 4B(i)(1) .

“ Bonus Severance ” with respect to an Executive means the sum of the amount calculated under Section 4B(i)(1) and the Current Pro-rata Bonus calculated under Section 4B(i)(2) , and payable upon a Qualifying Termination.

“ Businesses ” has the definition set forth in Section 6B(i)(1) .

“ Cause ” has the definition provided in Section 3B .

“ Change in Control ” has the definition set forth in the Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc. , and as the same may be hereafter amended from time to time prior to the occurrence of a Change in Control.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and “Code Section 409A Rules" shall mean Section 409A of the Code and the final regulations and other IRS guidance promulgated thereunder, as in effect from time to time.

“ Committee ” means the Compensation and Management Development Committee of the Board of Directors of the Company.

“ Company ” means Rayonier Advanced Materials Inc. and any successor to, or assignee of, the business or assets thereof that becomes bound by this Plan as provided in Section 10.

“ Confidentiality Covenants ” with respect to an Executive are the covenants set forth in Section 6B (ii) and for which purpose “Confidential Information” has the definition set forth in Section 6 B(ii) .

“ Covenant Amount ” with respect to an Executive is the cash portion of Plan Benefits designated as provided in Section 6A .

“ Covenant Period ” is the period determined under Section 6B(i) during which an Executive is bound by the Non-compete Covenants.

“ Current Pro-rata Bonus ” has the definition set forth in Section 4B(i)(2) .

“ Disability ” has the definition provided in Section 3B .

“ Effective Date of the Qualifying Termination ” is the date the Company selects as the Executive's last day of active full-time employment.

“ Equivalent Actuarial Value ” has the definition applicable under the Retirement Plans.

“ Executive Tax Services Payment ” means the amount calculated in accordance with Section 4C(ii)(2) .

“ Excess Plan ” has the definition provided in Section 4C(i) .

“ Executive ” means a person identified on Appendix A , as amended from time to time by the Committee prior to a Change in Control.

“ Final Average Compensation ” has the meaning applicable under the Retirement Plans.

“ Good Reason ” has the definition provided in Section 3B .

“ Gross-Up Payment ” and the associated terms “ Payment ,” “ Excise Tax ,” “ Accounting Firm ” and “ Underpayment ” have the definitions set forth in Section 7 .

“ Legal Resources Trust ” has the definition provided in Section 5C .

“ Medical Benefits Payment ” means the amount calculated in accordance with Section 4C(ii)(1).

“ Non-compete Covenants ” with respect to an Executive are the covenants set forth in Section 6(B)(i) .

“ Other Benefits Adjustment ” has the definition in Section 4C(ii) .

“ Outplacement Services ” has the definition set forth in Section 4C(ii)(3) .

“ Performance Shares ” and “ Performance Share Award Programs ” mean the right to receive contingent performance shares or performance shares (or other Awards) to be made at the end of a performance period under programs adopted by the Committee under Section 6 of the Applicable Incentive Stock Plan under which such program was authorized, upon attainment of the comparative performance measures provided for in such program.

“ Plan Benefits ” has the definition provided in Section 4 .

“ Plan Change ” has the definition set forth in Section 13

“ Plan ” means this Executive Severance Pay Plan effective as provided in Section 17 .

“ Qualifying Termination ” has the definition provided in Section 3A .

“ Retirement Plans ” has the definition provided in Section 4C .

“ Retirement Savings Adjustment ” with respect to an Executive means the amount calculated in accordance with Section 4C(i) , for which purpose “normal retirement date” means the first of the month that coincides with or follows Executive's 65th birthday.

“ Savings Plan ” has the definition set forth in Section 4C(i) .

“ Scheduled Severance Pay ” with respect to an Executive means the amount calculated as provided in Section 4A and payable upon a Qualifying Termination.

“ Separation Benefits ” as provided in Section 3A means with respect to an Executive means the sum of the Executive’s Scheduled Severance Pay and Additional Severance payable in respect of a Qualifying Termination.

“ Separation Delay Period ” shall mean the six month period following the date of a Executive’s Separation from Service (or such other applicable period as may be provided for by Section 409A(a)(2)(B)(i) of the Code as in effect at the time), or earlier upon the death of the Executive, such that any payment delayed during the Separation Delay Period is to be paid on the first business day of the seventh month following the Separation from Service or, if earlier, such Executive’s death.

“Separation from Service” and “Separation Pay” and “Short-Term Deferral” and “Specified Employee” shall have the respective meanings assigned such terms under the Code Section 409A Rules.

“ Severance Trust ” has the definition provided in Section 11 .

“ Single Trigger Benefits ” with respect to an Executive means the Plan Benefits payable as provided in Section 4D upon a Change in Control without regard to whether or not the Executive is terminated, for which purpose “Performance Period”, “Stock Options” and “Restricted Stock” have the meanings set forth in the Applicable Incentive Stock Plan and the programs thereunder, and , “Stock Options, “Restricted Stock” and “Award.”.

“ Supplemental Plans ” means any excess benefit plan, within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder (“ERISA”), or any supplemental executive retirement plan or other employee pension benefit plan, within the meaning of Section 3(2) of ERISA, not intended to be qualified under Section 401 (a) of the Code, maintained by the Company or by ITT Corporation, subject to the terms and conditions of such plans, in which the Executive is entitled to benefits by virtue of his employment with the Company or prior employment by ITT Corporation.

“ Target Bonus Award ” means the standard bonus target percentages of base salaries, as defined under the Bonus Plan for the respective executive salary grades as determined pursuant to Company base salary compensation schedules in effect for eligible executives at a 100 percent performance factor as of December 31 of the year in which the Change in Control takes place.

“ Tier I ” or “ Tier II ” means the designation assigned to an Executive on Appendix A as adopted and in effect immediately prior to a Change in Control.

9.      Release

No Separation Benefits will be provided under this Plan unless Executive executes and delivers to the Company a mutual release, satisfactory to the Company, in which Executive discharges and releases the Company and the Company's directors, officers, employees, and employee benefit plans from all claims (other than for benefits, to which Executive is entitled under this Plan or any Company employee benefit plan) arising out of Executive's employment or termination of employment and the Company discharges and releases Executive from any and all claims arising out of Executive's employment or termination of employment with the Company.

10.      Successor to Company

This Plan shall bind any successor of the Company, its assets, or its businesses (whether direct or indirect, by purchase, merger, consolidation, or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place.

In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company's obligations under this Plan, in the

same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

11.      Administration of Plan/Coordination with Severance Trust

The Company is the Named Fiduciary for the Plan under ERISA. The Committee is the Plan Administrator, which shall have the exclusive right to interpret this Plan, adopt any rules and regulations for carrying out this Plan as may be appropriate and, except as otherwise provided in this Plan, decide any and all matters arising under this Plan. All interpretations and decisions by the Committee shall be final, conclusive and binding on all parties affected thereby.

Amounts payable by the Company under this Plan (except under Section 5 ) may be made by direction of the Company to the trustee under the trust established by that certain Trust Agreement for the Rayonier Advanced Materials Inc. Supplemental Senior Executive Pay Plan (the “ Severance Trust ”), to the extent such amounts were previously transferred by the Company to the trustee of the Severance Trust, but shall be deemed to have been paid only upon receipt by the Executive.

12.      Claims Procedure

If an employee or former employee makes a written request alleging a right to receive benefits under this Plan or alleging a right to receive an adjustment in benefits being paid under the Plan, the Company shall treat it as a claim for benefit. All claims for benefit under the Plan shall be sent to the Company’s Senior Vice President, Human Resources, or such other officer as may be designated by the Committee, and must be received within thirty (30) days after termination of employment. If the Company determines that any individual who has claimed a right to receive benefits, or different benefits, under the Plan is not entitled to receive all or any part of the benefits claimed, it will inform the claimant in writing of its determination and the reasons therefor in terms calculated to be understood by the claimant. The notice will be sent within ninety (90) days of the claim unless the Company determines additional time, not exceeding ninety (90) days, is needed. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and describe any additional material or information as necessary. Such notice shall, in addition, inform the claimant what procedure the claimant should follow to take advantage of the review procedures set forth below in the event the claimant desires to contest the denial of the claim. The claimant may within ninety (90) days thereafter submit in writing to the Company a notice that the claimant contests the denial of his or her claim by the Company and desires a further review. The Company shall within sixty (60) days thereafter review the claim and authorize the claimant to appear personally and review pertinent documents and submit issues and comments relating to the claim to the persons responsible for making the determination on behalf of the Company. The Company will render its final decision with specific reasons therefor in writing and will transmit it to the claimant within sixty (60) days of the written request for review, unless the Company determines additional time, not exceeding sixty (60) days, is needed, and so notifies the employee. If the Company fails to respond to a claim filed in accordance with the foregoing within sixty (60) days or any such extended period, the Company shall be deemed to have denied the claim. If the

appeal is denied, the Committee’s written notification to the claimant shall set forth: (1) the specific reason for the adverse determination; (2) specific reference to pertinent provisions on which the Committee based its adverse determination; (3) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies, of, all documents, records and other information relevant to the claimant’s claim for benefits; and (4) a statement that the claimant has a right to bring a civil action under Section 502(a) of ERISA.

13.      Termination or Amendment

The Committee or the Company's Board of Directors may amend or terminate this Plan (a "Plan Change") at any time, except that no such Plan Change may reduce or adversely affect Separation Benefits for any Executive who has a Qualifying Termination within two years of the effective date of such Plan Change provided that Executive was a Covered Employee under this Plan on the date of the Plan Change; provided that (a) a change in Appendix A prior to a Change in Control shall not be deemed to be an Plan Change and (b) an Executive by accepting any benefit under this Plan that was introduced prior to a Change in Control and not available prior to the Plan Change, shall be deemed to have waived the two-year limitation. Notwithstanding the foregoing, for two years after the occurrence of a Change in Control event, this Plan may not be terminated or amended until after all Executives who become entitled to any payments hereunder shall have received such payments in full. Any extension, amendment, or termination of this Plan in accordance with the foregoing shall be made in accordance with the Company's charter and bylaws and applicable law, and shall be evidenced by a written instrument signed by a duly authorized officer of the Company, certifying that such action has been taken.

14.      Plan Supersedes Prior Plans

This Plan supersedes and replaces all prior severance policies, plans, or practices maintained by the Company with respect to all Covered Employees other than individualized written agreements executed by the Company and Executive.

15.      Unfunded Plan Status

This Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Section 401 of ERISA. All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. No Executive or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan. Notwithstanding the foregoing, the Company may but shall not be obligated to create one or more grantor trusts, such as the Legal Resources Trust and the Severance Trust, the assets of which are subject to the claims of the Company's creditors, to assist it in accumulating funds to pay its obligations under the Plan.

16.      Miscellaneous

Except as provided in this Plan, Executive shall not be entitled to any notice of termination or pay in lieu thereof.

In cases where Severance Pay is provided under this Plan, pay in lieu of any unused current year vacation entitlement will be paid to Executive in a lump sum.

This Plan is not a contract of employment, does not guarantee any Executive employment for any specified period and does not limit the right of the Company to terminate the employment of any Executive at any time.

The section headings contained in this Plan are included solely for convenience of reference and shall not in any way affect the meaning of any provision of this Plan.

If, for any reason, any one or more of the provisions or part of a provision contained in this Plan shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Plan not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall to the full extent consistent with law remain in full force and effect.

17.      Adoption Date and Amendment

This Plan was first adopted effective June 28, 2014.

TRUST AGREEMENT
FOR THE
RAYONIER ADVANCED MATERIALS INC.
LEGAL RESOURCES TRUST

THIS AGREEMENT is made this 28 day of June 2014, by and between Rayonier Advanced Materials Inc. (the “Company”) and Wells Fargo Bank, National Association, a national banking association, as trustee hereunder (“Trustee”).

WHEREAS, the Company has adopted the nonqualified deferred compensation plans and entered into the other benefits agreements (collectively, the “Benefits Arrangements”) listed on Appendix A, including the Executive Severance Pay Plan (the “Executive Severance Plan”), and, for this purpose, the right to have had deposited with the trustee under the Trust Agreement for Rayonier Advanced Materials Inc. Executive Severance Plan (the “Executive Severance Trust”) amounts in respect thereof;

WHEREAS, the Company has incurred or expects to incur liability under the terms of the Benefits Arrangements with respect to the executives and key employees and participating in the Benefits Arrangements and identified at any time on Tier I and Tier II under the Executive Severance Plan as amended and updated from time to time (herein each, an “Executive” and together, the “Executives”);

WHEREAS, the Company wishes to establish a Legal Resources Trust (hereinafter called this “Trust”) and to contribute to it assets that shall be held therein, subject to the claims of the Company’s creditors in the event of the Company’s Insolvency, as herein defined, until paid to or for the benefit of the Executives and their beneficiaries to pay certain litigation and similar expenses as may be incurred in connection with the collection of any amounts due to them under the Benefits Arrangements or the enforcement of any rights they may have thereunder (as hereinafter defined, “Contest Payments”); and

WHEREAS, it is the intention of the Company to make contributions to this Trust to provide itself with a source of funds to provide Contest Payments as herein provided.

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of each of the Benefits Arrangements as an unfunded arrangement maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974.

NOW, THEREFORE, the parties do hereby establish this Trust and agree that this Trust shall be comprised, held and disposed of as follows:

Section 1.      Establishment of Trust .

(a)      The Company hereby deposits with Trustee in trust the amounts listed in Appendix B, which shall become the principal of this Trust to be held, administered and disposed of by Trustee as provided in this Agreement.

(b)          The Trust hereby established shall be irrevocable.

(c)      This Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed accordingly.

(d)      The principal of this Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and, subject to Section 8 below, shall be used exclusively for the uses and purposes of the Executives and general creditors, as herein set forth. The Executives and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of this Trust. Any rights created under the Benefits Arrangements and this Agreement shall be mere unsecured contractual rights of the Executives and their beneficiaries against the Company. Any assets held by this Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of Insolvency, as defined in Section 5 below.

(e)      Without limiting the mandatory contribution provision of Section 2 , the Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Agreement. Neither Trustee nor any Executive or beneficiary shall have any right to compel such additional deposits.

(f)      Of the amounts deposited with Trustee, upon a Change in Control an amount equal to $250,000 shall be set aside as a reserve, $150,000 shall be released upon receipt of

the written notice provided for in Section 4(c) or applied as provided therein following a Change in Control, and $100,000 of which shall be set aside as a reserve for expenses of Trustee under Sections 10(d) and 11(a) incurred following a Change in Control.

Section 2.      Additional contributions / Addition or Removal of Executives.

(a)      For all purposes of this Agreement, “Change in Control” has the meaning referenced in the Executive Severance Plan, and as the same may be amended from time to time prior to the occurrence of a Change in Control. The amounts set aside with the Trustee shall be a pool of funds to be applied as provided for herein and shall not constitute a separate entitlement of an Executive to any particular amount hereunder.

(b)      At any time prior to a Change in Control, the Company may remove individuals or include additional individuals as Executives covered by the Executive Severance Plan, and upon such action, shall provide written notice to Trustee, which notice in the case of an additional Executive, shall include the required information in respect of such additional Executive. Subject to the provisions of Section 13(c) below, the Company has agreed that from and after a Change in Control it shall not be entitled to remove the name of any Executive covered hereunder prior to the time that all amounts due in respect of such Executive under the applicable Benefits Arrangement shall have been fully paid to such Executive or his or her beneficiaries.

Section 3.      Covered Payments .

(a)      On the effective date hereof, no less frequently than annually thereafter, at the time any additional Executive is added hereunder and at the time of a Change in Control, the Company shall deliver to Trustee a payment schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Executive (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Benefits Arrangements), and the time of commencement for payment of such amounts.

(b)      Prior to a Change in Control (and following a Change in Control, absent obvious mistake), the entitlement of an Executive or his or her beneficiaries to benefits under

the Benefits Arrangements shall be determined by the Company or such party as it shall designate under the Benefits Arrangements, and, in any event, any claim for benefits shall be considered and reviewed under the procedures set out in the Benefits Arrangements.

(c)      The Company shall make payment of benefits directly to an Executive as they become due under the terms of the Benefits Arrangements. The Company shall notify Trustee of its payment of benefits at the time amounts are payable to participants or their beneficiaries. Upon any such payment, the Company shall provide Trustee with a new Payment Schedule reflecting the payments made by the Company.

(d)      Nothing in this Agreement shall serve to relieve the obligations of the Company to make payments under the Benefits Arrangements in respect of an Executive prior to the time that any payment has been made to an Executive or his or her beneficiary. The Company shall make each such payment as it falls due.

Section 4.      Payment of Legal and Related Expenses .

(a)          Company’s Obligation to Pay Legal and Related Expenses. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses that the Executive or his or her beneficiaries may reasonably incur in pursuing in good faith payment of any amount due to the Executive or such beneficiaries under any Benefit Arrangement, or as a result of any contest by the Company or others of the validity or enforceability of, or liability under, any provision of any Benefits Arrangement or any guarantee of performance thereof (collectively, “Contest Payments”), plus in each case such interest as may be provided for under the applicable Benefits Arrangement but not less than the highest applicable Federal long-term rate in effect as of the date of the Change in Control determined as provided for in Sections 7872(f)(2)(B) and 1274(d)(1)(A) of the Internal Revenue Code of 1986, as amended, without regard to whether or not the Executive or such beneficiaries prevail, in full or in part, in any such matter and without regard to the duration of the delay in time of payment.

(b)      Trustee’s Disbursement of Contest Payments . Provided that this Agreement has not been earlier terminated pursuant to Section 11 hereto, then pursuant to the Claims Procedure specified on Schedule 1 hereto, as amended from time to time as hereinafter

provided (the “Claims Procedure”), Trustee shall advance Contest Payments on behalf of any Executive requesting that payment be made to his or her Legal Representative, up to $150,000 or, if less, up to the balance remaining in trust exclusive of reserves; provided that, if Contest Payments are sought on behalf of three or more Executives arising from substantially the same circumstances, the Trustee shall aggregate the Contest Payments for the benefit of all participants hereunder. The timing and manner of payment of Contest Payments shall be made in the sole and reasonable discretion of the Trustee in accordance with the Claims Procedure. The Claims Procedures may be modified by the Company, with the reasonable agreement of Trustee prior to a Change in Control, and may be reasonably amended by the Trustee thereafter; provided that, no such Claims Procedure shall be inconsistent with making the full resources in Trust available to expedite payment of benefits to the Executives and their beneficiaries under the Benefits Arrangements and to avoid Executives being required to advance any amounts whatsoever for the payment of legal fees in connection therewith. A written copy of the Claims Procedure, as it may be amended from time to time, shall be provided to each Executive upon a Change in Control.

(c)      Trustee’s Written Notification Requirements. If within 15 days of a Change in Control the Trustee has not received written notice from the trustee under the Executive Severance Trust of the receipt by such trustee of the amounts required to be deposited with such trustee upon a Change in Control in respect of each Executive (other than an Executive who shall have received not less than the full Cash Portion to which such Executive is entitled under the Severance Arrangements, as such term is defined in the Executive Severance Trust), together with a copy of the current payment schedule provided for under the Executive Severance Trust, there shall be presumed to be a claim under the Claims Procedure and the Trustee shall transfer an amount of not less than $150,000 as a retainer to the law firm designated pursuant to the Claims Procedure within five business days thereafter.

Section 5.      Trustee Responsibility Regarding Payments to Trust Beneficiary
     When The Company Is Insolvent.

(a)      Trustee shall cease payments hereunder if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Agreement if (i) the Company

is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b)      At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of this Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(1)      The Board of Directors and the Chief Executive Officer of the Company shall have the duty to inform Trustee in writing of the Company’s Insolvency. If a person claiming to be a creditor of the Company alleges in writing to Trustee that the Company has become Insolvent, Trustee shall determine whether the Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Executives or their beneficiaries.

(2)      Unless Trustee has actual knowledge of the Company’s Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, Trustee shall have no duty to inquire whether the Company is Insolvent. Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning the Company’s solvency.

(3)      If at any time Trustee has determined that the Company is Insolvent, Trustee shall discontinue payments hereunder and shall hold the assets of this Trust for the benefit of the Company’s general creditors. Nothing in this Agreement shall in any way diminish any rights of Executives or their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Benefits Arrangements or otherwise.

(4)      Trustee shall resume the payments in accordance with Section 4 of this Agreement only after Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).

(c)      Provided that there are sufficient assets, if Trustee discontinues the payment from this Trust pursuant to Section 5 hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all

payments due under the terms hereof for the period of such discontinuance, less the aggregate amount, if any, paid directly to Executives or their beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 6.      Payments to the Company .

Except as provided in Section 5 hereof, after a Change in Control, the Company shall have no right or power to direct Trustee to return to the Company or to divert to others any of this Trust assets before all payment of benefits have been made to Executives and their beneficiaries pursuant to the terms of the Benefits Arrangements.

Section 7.      Investment Authority .

(a)      In no event may Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by the Company, other than a de minimis amount held in common investment vehicles in which Trustee invests. All rights associated with assets of this Trust shall be exercised by Trustee or the person designated by Trustee and shall in no event be exercisable by or rest with the Executives.

(b)      The Trustee shall invest the principal of this Trust and any earnings thereon in (i) U.S. Government Securities, (ii) time deposits and certificates of deposit of any institution that is a member of the Federal Reserve System having capital of not less than $500 million, and (iii) money market, mutual, or similar funds that invest in such securities referred to in (i) and (ii) above as chosen by the Trustee in the prudent exercise of its fiduciary duty hereunder, or in such other manner as may be directed by the Company in writing prior to a Change in Control; provided that, if at any time prior to a Change in Control the corpus of the Trust shall decline below $1,250,000 as a result of investments made pursuant to the direction of the Company, then promptly upon notice to the Company from the Trustee, the Company shall transfer additional funds to the Trustee to cause the corpus to be equal to $1,250,000.

(c)      The Company shall have the right, at anytime, and from time to time in its sole discretion, to substitute marketable securities of equal fair market value for any asset held by this Trust; provided that, following a Change in Control, such substitution of assets shall be subject to the acceptance of Trustee.

Section 8.      Disposition of Income .

During the term of this Trust prior to a Change in Control, all Distributable Income received by this Trust, net of expenses and taxes, shall be distributed to the Company no less frequently than semi-annually, unless otherwise directed by the Company, and from and after a Change in Control shall be accumulated and reinvested. “Distributable Income” shall mean gain or income actually realized on the amounts held in Trust but only to the extent that the aggregate fair market value of the assets held in Trust following the distribution of such amounts and payment of all expenses of this Trust paid or accrued as of the distribution date not otherwise satisfied by the Company, would equal or exceed the principal amounts deposited by the Company with Trustee under Section 2(a) .

Section 9.      Accounting by Trustee .

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and Trustee. Within 30 days following the close of each calendar year and within 30 days after the removal or resignation of Trustee, Trustee shall deliver to the Company a written account of its administration of this Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in this Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 10.      Responsibility of Trustee .

(a)      Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Benefits Arrangements or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b)      The Company hereby indemnifies Trustee against losses, liabilities, claims, costs and expenses in connection with the administration of this Trust, unless resulting from the gross negligence or willful misconduct of Trustee. To the extent the Company fails to make any payment on account of an indemnity provided in this Section 10(b) , in a reasonably timely manner, Trustee may obtain payment from this Trust. If Trustee undertakes or defends any litigation arising in connection with this Trust or to protect an Executive’s or a beneficiary’s rights under the Benefits Arrangements, the Company agrees to advance to Trustee, and to indemnify Trustee against Trustee’s costs, reasonable expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from this Trust.

(c)      Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change in Control, Trustee may select independent legal counsel (which can include its in-house counsel) and may consult with counsel or other experts with respect to its duties and with respect to the rights of Executives and their beneficiaries under the Benefits Arrangements.

(d)      Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and in good faith may rely on any determinations made by such agents and information provided to it by the Company.

(e)      Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein.

(f)      Notwithstanding any powers granted to Trustee pursuant to this Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Section 11.      Compensation and Expenses of Trustee Resignation and Removal of Trustee.

(a)          The Company shall timely pay all administrative and Trustee’s fees and expenses. If not so paid, the fees and expenses shall be paid from this Trust.

(b)      Prior to a Change in Control, Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and Trustee agree otherwise. Following a Change in Control, Trustee may resign only after the appointment of a successor Trustee reasonably acceptable to a majority of the Executives hereunder. If Trustee resigns within two years after a Change in Control or if the Company fails to act within a reasonable period of time following such resignation, Trustee shall apply, at the expense of the Company, to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions.

(c)      Trustee may be removed by the Company on sixty (60) days notice or upon shorter notice accepted by Trustee prior to a Change in Control. Following a Change in Control, Trustee may only be removed by the Company with the consent of a majority of the Executives hereunder and upon appointment of a qualified successor Trustee hereunder reasonably acceptable to the majority of the Executives hereunder.

(d)      Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed with sixty (60) days after receipt of acceptance of an appointment as trustee by a successor trustee, unless the Company extends the time limit.

(e)      If Trustee resigns or is removed, a successor shall be appointed by the Company, in accordance with Section 12 hereof, by the effective date of resignation or removal under this Section 11 . If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of this Trust.

(f)      Any Trustee of any trust created hereunder shall be an institution having total assets under management of at least ten billion dollars ($10,000,000,000) at the time of appointment and at all times thereafter (the “Minimum Assets Requirement”). Should Trustee cease to have total assets of at least ten billion dollars ($10,000,000,000) under management or cease to be so selected, Trustee shall be removed and a successor Trustee appointed in accordance with the provisions of Sections 10 and 11 hereof.

Section 12.      Appointment of Successor .

(a)      If Trustee resigns or is removed in accordance with Section 11 hereof, the Company may appoint any bank trust department or other party that may be granted corporate trustee powers under state law who meets the Minimum Assets Requirement, as a successor to replace Trustee upon resignation or removal; provided that, following a Change in Control, if Trustee resigns or is removed in accordance with Section 11 the successor trustee shall be reasonably acceptable to a majority of the Executives hereunder at the time. In any such event, the appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in this Trust . The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

(b)      The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 9 and 10 hereof. The successor Trustee shall not be responsible for and the Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

(c)      The Company shall provide the name of the successor Trustee to each Executive, or if applicable, his or her beneficiaries receiving benefits at the time of the appointment of Trustee.

(d)      The Company shall execute such indemnification or other agreement with Trustee as may be reasonably requested and customary for trustees performing services of this kind.

Section 13.      Amendment or Termination .

(a)      This Agreement may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Benefits Arrangements or shall make this Trust revocable after it has become irrevocable in accordance with Section 1 hereof.

(b)      Except as provided in Section 13(c) , this Trust shall not terminate until the date on which each Executive and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Benefits Arrangements and all fees and expenses of this Trust have been paid.

(c)      Upon written approval of all Executives and beneficiaries entitled to payment of benefits pursuant to the terms of the Benefits Arrangements, the Company may terminate this Trust prior to the time all benefit payments under the Benefits Arrangements have been made.

(d)      This Agreement may not be amended or terminated by the Company for two (2) years following a Change in Control without the written consent of a majority of the Executives then covered by this Agreement except, if in the opinion of Company’s Counsel, such amendment is necessary to maintain the tax status of this Trust, the deferred compensation status of the Benefits Arrangements, or status of this Trust under the Employee Retirement Income Security Act of 1974 as amended to this Trust.

(e)      Upon termination of this Trust any assets remaining in this Trust, after payment of all expenses of this Trust, shall be returned to the Company.

Section 14.      Miscellaneous .

(a)      Any provision of this Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b)      Benefits payable to any Executive and his or her beneficiaries under this Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c)      This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles, to the extent not preempted by applicable federal law.

Section 15.      Effective Date .

The effective date of this Agreement shall be the date and year first above written.

RAYONIER ADVANCED MATERIALS INC.

EXCESS BENEFIT PLAN

Effective as of June 27, 2014

INTRODUCTION

Rayonier Advanced Materials, Inc. hereby establishes The Rayonier Advanced Materials Inc. Excess Benefit Plan (the “Plan”), effective as of 11:59 p.m. on June 27, 2014, to pay supplemental benefits to employees who have qualified or may qualify for benefits under the Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc. (the “Retirement Plan”). This Plan is intended to be a successor plan to The Rayonier Inc. Excess Benefit Plan (the “Rayonier Excess Plan”) which was established by the Board of Directors of Rayonier Inc. effective as of March 1, 1994 and amended and restated in its entirety effective as of December 31, 2007 and as of July 15, 2010.

In connection with the spinoff of Rayonier Advanced Materials Inc. from Rayonier Inc., the assets and liabilities attributable to the accrued benefits of employees and former employees of any RYAM Business (as hereinafter defined) under the Retirement Plan for Salaried Employees of Rayonier Inc. (the “Rayonier Retirement Plan”) are being transferred to the Retirement Plan. Further, the liabilities of the Rayonier Excess Plan attributable to the accrued benefits of employees and former employees of any RYAM Business will be transferred to the Plan. As a result of these transfers and mergers, participants in the Rayonier Excess Plan and any of their beneficiaries whose accrued benefits are transferred to this Plan shall have their benefit due from the Rayonier Excess Plan paid from this Plan at the same time and in the same form as elected under the Rayonier Excess Plan.

All benefits payable under this Plan, which is intended to constitute both an unfunded excess benefit plan under Sections 3(36) and 4(b)(5) of Title I of the Employee Retirement Income

Security Act of 1974, as amended (“ERISA”), and an unfunded deferred compensation plan for a select group of management or highly compensated employees under Title I of ERISA, shall be paid out of the general assets of the Company. The Company may establish and fund a trust in order to aid it in providing benefits due under the Plan. The Plan is not intended to meet the qualification requirements of Section 401 of the Code, but is intended to comply with the Code Section 409A Rules.

(ii)

binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

without regard to the provisions contained in Section 4.08 of the Retirement Plan relating to the maximum limitation on pensions (the Excess Benefit Portion), without regard to the limitation on Compensation set forth in Code Section 401(a)(17) and contained in Section 1.11 of the Retirement Plan (or such successor section), and without regard to deferrals of Compensation under the Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan (the Select Management Portion), over (b) the sum of the following amounts:

(i)    the amount actually payable to the Participant under the Retirement Plan;

(ii)    the amount of the benefit payable to the Participant under the ITT Retirement Plan or any other defined benefit plan maintained by ITT Industries, Inc. as constituted on January 1, 2000 (or any successor thereto), the Company or any Associated Company with respect to any service which is recognized as Benefit Service for purposes of the computation of benefits under the Retirement Plan; and

(iii)    the amount of the benefit payable to the Participant under any nonqualified defined benefit plan maintained by ITT Industries, Inc. as constituted on January 1, 2000 (or any successor thereto), the Company or any Associated Company with respect to any service which is recognized as Benefit Service for purposes of the computation of benefits under the Retirement Plan.

For purposes of this Section 2.02, if any benefit described in (b) above is payable in a form other than a Single Life Annuity commencing on the Participant’s Annuity Starting Date, as defined in Section 1.02 of the Retirement Plan (or such successor section), such benefit shall be converted to a single life annuity, commencing on such date, of equivalent actuarial

value, and “equivalent actuarial value” shall be computed on the basis set forth in Section 1.16 of the Retirement Plan (or such successor section).

(a)    A Participant shall be vested in, and have a nonforfeitable right to, the benefit payable under this Article II to the same extent as the Participant is vested in his Accrued Benefit under Section 4.05 of the Retirement Plan (or such successor section).

(b)    Notwithstanding any provision of this Plan to the contrary, in the event of a Change in Control, all Participants shall become fully vested in the benefits provided under this Plan.

(a)    Within the 90 day period following a Participant’s retirement or other termination of employment with the Company, other than by reason of death, the Participant’s benefit under Section 2.02 to the extent vested pursuant to Section 2.03, shall commence to be paid in the form of a Single Life Annuity calculated in the same manner as under the Retirement Plan. In lieu of the Single Life Annuity, a Participant may elect a joint and 50% survivor annuity or a joint and 100% survivor annuity by filing a Distribution Election with the Committee, or its delegee, no later than 30 days before the date that payments would otherwise commence as a Single Life Annuity, provided that such survivor annuities are actuarially equivalent to the Single Life Annuity at time of commencement. If the annuity form of payment is

other than a Single Life Annuity, the Participant’s benefit shall be adjusted as provided in Section 4.06 of the Retirement Plan (or such successor section) to reflect such different payment form. In the event that the other annuity payment form is not actuarially equivalent to the Single Life Annuity after the adjustments provided under Section 4.06 of the Retirement Plan (or such successor section) are applied, the Participant’s Distribution Election shall be void and his or her benefit shall be paid in the form of a Single Life Annuity.

(b)    In the event a Participant dies while in active service with the Company, the Participant’s beneficiary for purposes of Section 4.07 of the Retirement Plan (or such successor section), if any, shall receive a monthly payment for the life of the beneficiary commencing on the earliest date that the Participant’s beneficiary could have commenced payment under the Retirement Plan.. The amount of benefit payable to such beneficiary shall be equal to the excess, if any, of (i) the monthly income which would have been payable to such beneficiary under Section 4.07 of the Retirement Plan (or such successor section) based on the hypothetical retirement benefit as calculated under clause (a) of Section 2.02 hereof over (ii) the sum of the following amounts:

(A)    the amount actually payable to such beneficiary under the Retirement Plan;

(B)    the amount payable to such beneficiary under the ITT Retirement Plan or any other defined benefit plan maintained by ITT Industries, Inc. as constituted on January 1, 2000 (or any successor thereto),

the Company or any Associated Company with respect to any service which is recognized as Benefit Service for purposes of the computation of benefits under the Plan; and

(C)    the amount payable to such beneficiary under any nonqualified defined benefit plan maintained by ITT Industries, Inc. as constituted on January 1, 2000 (or any successor thereto), the Company or any Associated Company with respect to any service which is recognized as Benefit Service for purposes of the computation of benefits under the Retirement Plan.

(c)    Notwithstanding the foregoing paragraphs (a) and (b) of this Section 2.04, if the lump sum value of the benefits payable to or on behalf of a Participant under this Article II, determined by using the interest rate and mortality table assumptions under the Retirement Plan for purposes of determining lump sum payments is less than $15,000, then such lump sum amount shall be paid to such Participant, or such Participant’s beneficiary, as the case may be, as soon as practicable following the date such benefits would otherwise have commenced, in lieu of an annuity form of payment. If the Participant has not attained age 55 at the time the lump sum is payable, the lump sum shall be the value of the benefit that would have been payable to the Participant at age 55 if the Participant had received a Single Life Annuity. If the Participant has attained age 55 at the time the lump sum is payable, the lump sum shall be the value of the benefit that would have been payable immediately to the Participant in the form of a Single Life Annuity.

(d)    No distribution under this Section 2.04 that is made on account of a Participant’s Separation from Service shall be made earlier than the end of the Separation Delay Period if the distribution is on account of such Separation from Service and at that date the Participant is a Specified Employee; provided that, such delay in payment shall not apply to any portion of a distribution that is excepted from such delay under the Code Section 409A Rules as a Short-Term Deferral.

ARTICLE III
GENERAL PROVISIONS

(a)    All amounts payable in accordance with this Plan shall constitute a general unsecured obligation of the Company. Such amounts, as well as any administrative costs relating to the Plan, shall be paid out of the general assets of the Company, to the extent not paid from the assets of any trust established pursuant to paragraph (b) below.

(b)    The Company may, for administrative reasons, establish a grantor trust for the benefit of Participants in the Plan. The assets placed in said trust shall be held separate and apart from other Company funds, and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

(i)    the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of Title I of ERISA;

(ii)    the Company shall be treated as “grantor” of said trust for purposes of Section 677 of the Code; and

(iii)    the agreement of said trust shall provide that its assets may be used upon the insolvency or bankruptcy of the Company to satisfy claims of the Company’s general creditors, and that the rights of such general creditors are enforceable by them under federal and state law.

with Code Section 409A Rules. The Plan will be deemed to be terminated when all the liabilities of the Plan have been discharged.

more of their number or any agent to execute or deliver any instrument or instruments in their behalf, and may employ such counsel, agents and other services as they may require in carrying out their duties. Subject to the limitations of the Plan, the Committee shall, from time to time, establish rules and regulations for the administration of the Plan and the transaction of its business and shall maintain or cause to be maintained all records which it shall deem necessary for purposes of the Plan.

The Committee shall reexamine all facts to the appeal taking into account all comments, documents, records and other information submitted by the claimant relating to the claim, regardless of whether such information was submitted or

considered in the initial benefit determination, and make a final determination as to whether the denial is justified under the circumstances.

With respect to the Committee’s review of the appeal, the following shall apply:

If the Committee holds regularly scheduled meetings at least quarterly, the Committee shall consider a claimant’s written request for review at its next regularly scheduled meeting following receipt of the claimant’s request, provided, however, that, if the claimant’s request is received less than 30 days before the Committee’s next regularly scheduled meeting, such request shall be considered at the second regularly scheduled Committee meeting following receipt of the claimant’s written request for review. If the Committee determines that an extension of time for processing is required, written notice of extension shall be furnished to the claimant prior to the termination of the initial period. In no event shall the Committee render a decision respecting a denial for a claim later than the third regularly scheduled Committee meeting following receipt of the claimant’s written request for review.

If the Committee does not have a meeting scheduled within 90 days of receipt of a claimant’s written request for review, the Committee shall advise the claimant of its decision within 60 days of receipt of the claimant’s request, unless special circumstances would make rendering a decision within such 60 days unfeasible. If the Committee determines that an extension of time for processing is required, written notice of extension shall be furnished to the claimant prior to the termination of the initial 60-day period. In no event shall the Committee render a decision respecting

a denial for a claim for benefits later than 120 days after its receipt of a request for review.

If the appeal is denied, the Committee’s written notification to the claimant shall set forth:

A decision of the Committee shall be binding on all persons affected thereby..

(a)    The Plan shall be construed, regulated and administered under the laws of the State of Florida, to the extent not preempted by ERISA or other federal law.

(b)    When used herein, the masculine pronoun shall include the feminine pronoun, and the singular shall include the plural, where appropriate.

Adopted effective the ____ day_______________, 2014.

RAYONIER ADVANCED MATERIALS INC.

Attest: _____________________________        By:         

Title:          Title: ________________________________

Rayonier Advanced Materials Inc.

Excess Savings
and Deferred Compensation Plan

(Effective June 28, 2014)

-i-

-ii-

-iii-

ARTICLE I     The Plan     

1.1      Establishment of the Plan

Rayonier Advanced Materials, Inc. hereby establishes The Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan (the “Plan”), effective June 28, 2014. This Plan is intended to be a successor plan to The Rayonier Inc. Excess Savings and Deferred Compensation Plan (the “Rayonier Excess Savings Plan”) which was established by the Board of Directors of Rayonier Inc. effective as of March 1, 1994 and was last amended and restated in its entirety effective as of July 15, 2010.

In connection with the spinoff of Rayonier Advanced Materials Inc. from Rayonier Inc., the assets and liabilities attributable to the accrued benefits of employees and former employees of any RYAM Business (as hereinafter defined) under the Rayonier Inc. Investment and Savings Plan for Salaried Employees (the “Rayonier Savings Plan”) are being transferred to the Rayonier Advanced Materials Investment and Savings Plan for Salaried Employees (the “RYAM Savings Plan”). Further, the liabilities of the Rayonier Excess Savings Plan attributable to the accrued benefits of employees and former employees of any RYAM Business will be transferred to the Plan. As a result of these transfers and mergers, participants in the Rayonier Excess Savings Plan and any of their beneficiaries whose accrued benefits are transferred to this Plan shall have their benefit due from the Rayonier Excess Savings Plan paid from this Plan at the same time and in the same form as elected under the Rayonier Excess Savings Plan.

1.2      Purpose

The Plan is intended to provide Employees with contributions lost due to restrictions on defined contribution plans under Sections 401(a)(17), 401(k), 401(m), 402(g), and 415 of the Code, which primarily affect higher-paid Employees. The intent is to provide these Employees with allocations under this Plan that, when added to such Employees’ contributions under the RYAM Savings Plan, will be similar to contributions other Employees can receive under such plan. For eligible Employees who have elected to defer receipt of Performance Shares under the Rayonier Advanced Materials Incentive Stock Plan, contribution to the Plan also will be made in an amount equal to the dividends that would have been earned on such shares by the employee had they been issued, which amount shall be included in the employee’s PS Deferred Return Account.

The Plan also provides eligible Employees with the opportunity to defer a portion of their salary and all or any portion of their bonuses otherwise payable for a Plan Year. The Plan is intended to be an unfunded plan under the Employee Retirement Income Security Act of 1974, as amended, that is maintained for the purpose of providing deferred compensation for a select group of management or highly compensated Employees.

ARTICLE II      Definitions     

2.1      Definitions

Capitalized terms used in the Plan shall have the respective meanings set forth below:

entered by a governmental authority. For this purpose, a governmental authority shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

2.2      Gender and Number

Unless the context clearly requires otherwise, the masculine pronoun whenever used shall include the feminine and neuter pronoun, and the singular shall include the plural.

ARTICLE III           Participation     

3.1      Eligibility

With respect to a Plan Year, each management Employee or highly compensated Employee designated by the Plan Administrator who participates in the RYAM Savings Plan and whose Base Salary exceeds the annual indexed amount under Section 401(a)(17) of the Code shall be eligible to participate in respect of the Excess Savings Account provisions of the Plan and each management Employee or highly compensated Employee designated by the Plan Administrator whose Base Salary is expected to exceed $170,000 as of the beginning of the Plan Year or at the time of hire shall be eligible to participate in respect of the Excess Base Salary Deferral Account and Bonus Deferral Account provisions of the Plan.

3.2      Commencement

Each Employee shall become a Participant on the first day of the month coincident with or next following the date he satisfies the eligibility requirements of Section 3.1.

3.3      Termination of Eligibility

An individual shall cease to be a Participant as of the date such individual ceases to meet all of the applicable requirements of Section 3.1 above; provided, however, that benefits accrued as of such date shall not be reduced and shall be paid as provided herein.

ARTICLE IV           Excess Savings and Contributions     

4.1      Accounts

The Company shall establish and maintain as a bookkeeping entry an Excess Savings Account (with separate bookkeeping entries for the Excess Tax-Deferred Contribution Account, the Excess Regular Matching Contribution Account, the Excess Additional Discretionary Matching Contribution Account and the Excess Profit Sharing Account), an Excess Base Salary Deferral Account, a Bonus Deferral Account and a PS Deferred Return Account for each Participant. During each Plan Year, the Company shall credit to the appropriate Account the amounts described in this Article IV. Notwithstanding any other provision of the Plan, all Employee deferrals and Company credits to any Account provided in this Article IV shall be limited as necessary to comply with any applicable limitations of 1.409A-2(a)(9) and 1.409A-3(j)(5) of the Code Section 409A Rules.

4.2      Base Salary

Deferred Contribution Account as of the payroll period to which the Excess Tax-Deferred Contributions relate.

4.3      Bonus Deferral and PS Deferred Return

An Employee described in Section 3.1 may enter into a Bonus Deferral Agreement with the Company under which the Participant elects to defer all or any portion of any bonus that would otherwise be payable to him in respect of a Plan Year. Such Bonus Deferral Agreement shall be entered into by the Participant and the Company on or prior to the December 1 preceding the beginning of the Plan Year for which services are rendered with respect to the bonus, shall remain in effect for the Plan Year, and shall be irrevocable. The Company shall credit the above amounts to the Participant’s Bonus Deferral Account as of the payroll period to which the deferral relates. In addition, the Plan Administrator may, from time to time, and in its sole discretion and subject to such rules as may be required by the Code Section 409A Rules, permit Participants to elect to defer other extraordinary amounts of compensation to the Plan in addition to the deferrals permitted under Section 4.2 and 4.3. Any amounts deferred pursuant to this Section 4.3 shall be contributed to the Participant's Account and shall be subject to the provisions of this Plan.

If Participant has timely executed a PS Deferral Agreement, the Company shall credit the PS Deferred Return Account of the Participant with an amount equal to the cash dividends that would have been earned on the Participant’s PS Deferred Shares had their receipt not been deferred by the Participant at the same time that the Participant would have received such cash dividends had the PS Deferred Shares been issued.

4.4      Excess Regular Matching Contribution Account

During each Plan Year, the Company shall credit to a Participant’s Excess Regular Matching Contribution Account an amount that is equal to 60 percent of Excess Tax-Deferred Contributions for that Plan Year, but in no event more than an amount equal to 3.6 percent of Base Salary over the Regular Matching Contributions made for such Participant under the RYAM Savings Plan for such Plan Year. The Excess Regular Matching Contribution shall be credited to the Participant’s Excess Regular Matching Contribution Account as of the same date

or dates that the Excess Tax-Deferred Contributions are allocated to the Participant’s Excess Tax-Deferred Contributions Account.

4.5      Excess Additional Discretionary Matching Contribution Account

During each Plan Year that an Additional Discretionary Matching Contribution is made under the RYAM Savings Plan, the Company shall credit to a Participant’s Excess Additional Discretionary Matching Contribution Account an amount that is equal to the Additional Discretionary Matching Contribution percentage under the RYAM Savings Plan multiplied by the Participant’s Excess Tax-Deferred Contributions for that Plan Year. The Excess Additional Discretionary Matching Contribution shall be credited to the Participant’s Excess Additional Discretionary Matching Contribution Account as of the same date or dates that the Excess Tax-Deferred Contributions are allocated to the Participant’s Excess Tax-Deferred Contributions Account.

4.6      Excess Profit Sharing Contribution Account

During each Plan Year, the Company shall credit to a Participant’s Excess Profit Sharing Contribution Account an amount that is equal to the Profit Sharing Contribution that would have been made under the RYAM Savings Plan without giving affect to the limitation on annual compensation imposed by Section 401(a)(17) of the Code over the actual Profit Sharing Contribution made for such Participant under the RYAM Savings Plan for such Plan Year.

4.7      Adjustment to Accounts

As of each Valuation Date, the Excess Base Salary Deferral Account and the Bonus Deferral Account of each Participant shall be credited or debited on the books of the Company with a gain or loss equal to the adjustment that would be made if assets equal to each such Account had been invested with a rate of return equal to the rate of return of 10-Year Treasury Notes (adjusted monthly) plus 1.5 percent. As of each Valuation Date, the Excess Savings Account and the PS Deferred Return Account of each Participant shall be credited or debited on the books of the Company with a gain or loss equal to the adjustment that would be made if assets equal to such Account had been invested with a rate of return equal to 120% of the long-term Applicable Federal Rate (adjusted monthly).

4.8      Vesting

Except as provided in Section 4.10, a Participant shall have a nonforfeitable right to amounts credited to the Participant’s Accounts.

4.9      Date of Payment

A Participant’s Excess Savings Account shall be payable upon the Participant’s termination of employment. At the time the Participant executes the Excess Base Salary Deferral Agreement and the Bonus Deferral Agreement, the Participant shall designate the date upon which the amounts deferred under such agreements shall become payable. Such amounts may be made

payable either before, after, or upon the Participant’s termination of employment; provided, however, that, subject to the provisions of Section 4.10, such election shall be irrevocable. Notwithstanding the foregoing, any amounts attributable to deferrals made after December 31, 2004 that are payable under this Section 4.9 on account of a Participant’s Separation from Service shall be made no earlier than the end of the Separation Delay Period if the distribution is on account of such Separation from Service and at that date the Participant is a Specified Employee; provided that, such delay in payment shall not apply to any portion of a distribution that is excepted from such delay under the Code Section 409A Rules as a Short-Term Deferral.

4.10      Form of Payment

In the event the Participant changes any of the foregoing elections prior to the date of payment or changes the time of payment elected under Section 4.9, then, notwithstanding the provisions of Section 4.8 and except as provided in Section 4.12, the Participant shall forfeit 6 percent of the amount otherwise payable to the Participant under such election, and such forfeited amount shall cease to be an obligation of the Company and the Plan. No change of election may be made with respect to any amounts attributable to deferrals made after December 31, 2004.

In the event the Participant changes the foregoing election prior to the date of payment, then, notwithstanding the provisions of Section 4.8 and except as provided in Section 4.12, the Participant shall forfeit 6 percent of the amount otherwise payable to the Participant under such election, such forfeited amount shall cease to be an obligation of the Company and the Plan, and no subsequent changes may be made by the Participant. No change of election may be made with respect to any amounts attributable to deferrals made after December 31, 2004.

4.11      Death Benefits

At the time the Participant executes the Excess Tax-Deferred Contribution Agreement, the Excess Base Salary Deferral Agreement, and the Bonus Deferral Agreement, the Participant shall designate a Beneficiary to receive death benefits payable under this Section 4.11. In the event of the death of the Participant prior to full payment of amounts credited to the Participant’s Accounts, the unpaid amounts shall be paid within 90 days of the participants death in a single sum cash payment to the Beneficiary. If no Beneficiary is designated or if no Beneficiary survives the Participant, the Participant’s surviving spouse or, in the case of an unmarried Participant, the designated Beneficiary under the Rayonier Advanced Materials Salaried Life Insurance Plan shall be the Beneficiary. In the event that no spouse survives the Participant or, in the case of an unmarried Participant, that the life insurance benefits have been assigned or that no Beneficiary has been designated under the Rayonier Advanced Materials Salaried Life Insurance Plan, the Beneficiary shall be the Participant’s estate.

4.12      Hardship Withdrawals

Notwithstanding the provisions of Section 4.10, a Participant may, prior to the date payment of his Accounts is otherwise to be made, request a financial hardship withdrawal from any of his Accounts. A hardship withdrawal shall be available only upon a determination by the Company’s Senior Vice President, Human Resources, that the Participant has suffered a severe and unanticipated emergency caused by an event that is beyond the control of the Participant. The amount of the withdrawal shall be limited to the amount necessary to satisfy the hardship. The Company’s Senior Vice President, Human Resources, shall examine all relevant facts and circumstances to determine whether the Participant has a financial hardship and may require a Participant to submit any and all documentation that he deems necessary to substantiate the existence of a financial hardship.

4.13      Change of Control

Notwithstanding the provisions of Sections 4.9 and 4.10, upon the occurrence of a Change of Control, a Participant shall receive a single sum cash payment equal to the amount credited to the Participant’s Accounts; provided that, any distribution described in the last sentence of Section 4.9 with respect to a Participant who is a Specified Employee shall not be paid prior to the end of the Separation Delay Period.

ARTICLE V           Rights of Participants     

5.1      Contractual Obligation

It is intended that the Company is under a contractual obligation to make payments under this Plan when due. The benefits under this Plan shall be paid out of the general assets of the Company.

5.2      Unsecured Interest

No special or separate fund shall be established and no segregation of assets shall be made to assure the payment of benefits hereunder. No Participant hereunder shall have any right, title, or interest whatsoever in any specific asset of the Company. Nothing contained in this Plan and no action taken pursuant to its provisions shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. It is the intention of the Company that this Plan be unfunded for tax purposes and for purposes of Title I of ERISA and any trust created by the Company and any assets held by such trust to assist the Company in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

ARTICLE VI           Administration     

6.1      Administration

The Plan shall be administered by the Company as Plan Administrator. The Plan Administrator may appoint one or more individuals and delegate such of its powers and duties described herein as it deems desirable to any such individual, in which case every reference herein made to the Plan Administrator shall be deemed to mean or include the individuals as to matters within their jurisdiction; provided, however, that in the absence of any contrary appointment or delegation, the authority, powers, and duties herein shall be assigned to the Company’s Senior Vice President, Human Resources. The Plan Administrator shall, in its sole discretion, be authorized to construe and interpret all provisions of the Plan, to adopt rules and practices concerning the administration of the same, and to make any determinations and calculations necessary or appropriate hereunder. The determination of the Plan Administrator as to any disputed question arising under this Plan, including questions of construction and interpretation, shall be final, binding, and conclusive on all persons.

6.2      Indemnification

To the extent permitted by law, all agents and representatives of the Plan Administrator shall be indemnified by the Company and saved harmless against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect, or willful misconduct.

6.3      Expenses

The cost of benefit payments from this Plan and the expenses of administering the Plan shall be borne by the Company.

6.4      Tax Withholding

The Company may withhold from a payment any federal, state, or local taxes required by law to be withheld with respect to such payment and such sums as the Company may reasonably estimate are necessary to cover any taxes for which the Company may be liable and which may be assessed with regard to such payment.

6.5      Claims Procedure

If special circumstances require an extension of time for processing the claim,

written notice of an extension shall be furnished to the claimant prior to the end of the initial period of 90 days following the date on which the claim is filed. Such an extension may not exceed a period of 90 days beyond the end of said initial period.

Not later than 60 days after receipt of the request for review, the Plan Administrator shall render and furnish to the claimant written or electronic notice of the decision on review, which notice shall set forth —

If special circumstances require an extension of time for processing the claim, the decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review, provided that written notice and explanation of the delay are given to the claimant prior to commencement of the extension. Such decision by the Plan Administrator shall not be subject to further review.

ARTICLE VII           Miscellaneous     

7.1      Nontransferability

In no event shall the Company make any payment under this Plan to any assignee or creditor of a Participant or of a Beneficiary, except as otherwise required by law. Prior to the time of a payment hereunder, a Participant or a Beneficiary shall have no rights by way of anticipation or otherwise to assign or otherwise dispose of any interest under this Plan, nor shall rights be assigned or transferred by operation of law.

7.2      Rights Against the Company

Neither the establishment of the Plan, nor any modification thereof, nor any payments hereunder, shall be construed to give any Participant the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge the Participant at any time.

7.3      Amendment or Termination

Except as otherwise provided herein, the Plan may be amended, modified, or terminated at any time by the Company provided that, except as may be required in the reasonable judgment of the Company to comply with the 409A Rules, no such amendment, modification, or termination shall reduce or diminish without the consent of a Participant or Beneficiary, if applicable, such person’s right to receive any benefit accrued hereunder prior to the date of such amendment, modification, or termination. Notice of such amendment, modification, or termination shall be given in writing to each Participant and Beneficiary of a deceased Participant having an interest in the Plan to whom the provision applies. Notwithstanding the foregoing, the Plan shall not be modified or amended prior to January 1, 2016 except as may be required by applicable Law or as is necessary and appropriate to reflect the separation of the RYAM Business from Rayonier Inc., provided that such amendment results in terms and conditions that are no less favorable than those applied to Participants immediately prior to June 28, 2014.

7.4      Applicable Law

This instrument shall be binding on all successors and assignees of the Company and shall be construed in accordance with and governed by the laws of the State of Florida, subject to the provisions of all applicable Federal laws.

7.5      Illegality of Particular Provision

The illegality of any particular provision of this document shall not affect the other provisions, and the document shall be construed in all respects as if such invalid provision were omitted.

In Witness Whereof, Rayonier Advanced Materials Inc. has caused this instrument to be executed, effective June 28, 2014.

RETIREMENT PLAN

FOR SALARIED EMPLOYEES

OF RAYONIER ADVANCED MATERIALS INC.

Effective June 27, 2014

FOREWORD

Rayonier Advanced Materials Inc. (the “Company”) hereby establishes this pension plan, to be known as the Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc. (the “Plan”). The Plan is a continuation of a portion of the qualified retirement plan known as Retirement Plan for Salaried Employees of Rayonier Inc. (the “Prior Salaried Plan”), and is established in connection with the spinoff of the Company from Rayonier Inc. This Plan is intended to benefit certain participants in the Prior Salaried Plan associated with any Performance Fibers business of Rayonier Inc. The assets and liabilities attributable to such participants’ accrued benefits were generally transferred to this Plan from the Prior Salaried Plan effective as of June 27, 2014. All beneficiary designations and elections made by participants whose accrued benefits under the Prior Salaried Plan were transferred to the Plan shall be treated as if such designations and elections had been made under this Plan

The Plan is a “Cycle D” plan, as explained in Rev. Proc. 2007-44 of the Internal Revenue Service. The Plan’s current remedial amendment period expires January 31, 2015. The Plan is intended to comply with applicable changes in the law (and various regulations and other guidance) as set forth in the 2013 Cumulative List issued by the Internal Revenue Service in Notice 2013-84 for Cycle D plans, including, but not limited to changes under the Pension Protection Act of 2006 (PPA), the U.S. Troop Readiness, Veterans’ Care, Katrina Recovery and Iraq Accountability Appropriations Act of 2007, the Heroes Earnings Assistance and Relief Tax Act of 2008 (HEART Act), the Worker, Retiree, and Employer Recovery Act of 2008 (WRERA), the Small Business Jobs Act of 2010 (SBJA), the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (PRA 2010), the Moving Ahead for Progress in the 21st Century Act (MAP-21), and the American Taxpayer Relief Act of 2012 (ATRA).

This Plan is intended to be a tax-qualified plan and comply with all requirements of Code Section 401(a) and related treasury regulations. The trust which is being employed as a funding vehicle for plan benefits is intended to comply with Code Section 501(a).

Unless otherwise expressly provided in this Plan and consistent with applicable law, (i) the rights and benefits of any Member who retires or whose employment is terminated, whichever first occurs, are determined in accordance with the provisions of the Plan in effect at the time of such retirement or termination, and (ii) no revision to the Plan shall deprive any Member who retires or whose employment is terminated prior to such revisions, of any rights and benefits which theretofore had accrued under the Plan or the Prior Salaried Plan.

For purposes of the Plan, applicable law means (i) the Code, (ii) ERISA (as defined in Section 1.17 hereof), (iii) such regulations, rulings, notices and other written guidance issued by federal agencies under the authority of the Code, ERISA or other federal legislation, and (iv) case law and any other applicable federal, state or local law affecting and binding on the Plan, the Company, the Plan Administration Committee, the Trustee and other Plan fiduciaries.Subject to the preceding sentence, the Plan shall be construed, regulated and administered under the laws of the State of Florida, to the extent such laws are not superseded by applicable federal law.

This plan document is generally effective June 27, 2014, unless the context indicates otherwise.

RETIREMENT PLAN FOR SALARIED EMPLOYEES
OF RAYONIER ADVANCED MATERIALS, INC.

TABLE OF CONTENTS

Page

FOREWORD i

ARTICLE 1 – DEFINITIONS 1

ARTICLE 2 – SERVICE 9

2.01 Eligibility Service     9

2.02 Benefit Service     11

2.03 Questions Relating to Service Under the Plan     14

ARTICLE 3 – MEMBERSHIP 15

3.01 Persons Employed on the Effective Date     15

3.02 Membership Requirements Under the Prior Salaried Plan     15

3.03 Reemployment After January 1, 2006, of Rayonier Inc. Salaried Employees     15

3.04 Reemployment of Former Employees, Former Members and Retired Members     16

3.05 Termination of Membership     16

3.06 Merged Plans     16

3.07 Questions Relating to Membership in the Plan     17

ARTICLE 4 – BENEFITS 18

4.01 Normal Retirement Allowance     18

4.02 Postponed Retirement Allowance     19

4.03 Standard Early Retirement Allowance     20

4.04 Special Early Retirement Allowance     21

4.05 Vested Benefit     22

4.06 Forms of Benefit Payment After Retirement     23

4.07 Survivor’s Benefit Applicable Before Retirement     30

4.08 Maximum Benefits Under Code Section 415     39

4.09 No Duplication     47

4.10 Payment of Benefits     48

4.11 Reemployment of Former Member or Retired Member     50

4.12 Top-heavy Provisions     52

4.13 Payment of Medical Benefits for Benefits for Certain Members Who Retire Under the Plan     54

4.14 Transfers From Hourly Plans Maintained by the Company or an Associated Company     55

4.15 Direct Rollover of Certain Distributions     55

4.16 Mandatory Distributions     56

4.17 Benefit Restrictions Under Code Section 436     65

ARTICLE 5 – ADMINISTRATION OF PLAN 75

5.01 Appointment of Plan Administration Committee     75

5.02 Pension and Savings Plan Committee     75

5.03 Named Fiduciaries     75

5.04 Meetings and Action of Majority     75

5.05 Duties of Committees     75

5.06 Management of Plan Assets     76

5.07 Establishment of Rules and Rights of Plan Administration Committee     76

5.08 Prudent Conduct and Limitation of Liability     76

5.09 Claims and Review Procedure     77

ARTICLE 6 – CONTRIBUTIONS 79

6.01 Company Contributions     79

6.02 Return of Contributions     79

ARTICLE 7 – MANAGEMENT OF FUNDS 80

7.01 Trustee     80

7.02 Exclusive Benefit Rule     80

7.03 Investment in Company Securities or Real Property     80

7.04 Appointment of Investment Managers     81

ARTICLE 8 – CERTAIN RIGHTS AND LIMITATIONS 82

8.01 Termination of the Plan     82

8.02 Limitation Concerning Highly Compensated Employees or Highly Compensated Former Employees     82

8.03 Conditions of Employment Not Affected by Plan     83

8.04 Offsets     83

8.05 Denial of Benefits     83

8.06 Change in Control     84

8.07 Prevention of Escheat     86

ARTICLE 9 – NONALIENATION OF BENEFITS 87

ARTICLE 10 – AMENDMENTS 88

representing 20% or more of the total voting power represented by the Corporation’s then outstanding Voting Securities (calculated as provided in Paragraph (d) of Rule 13d‑3 under the Act in the case of rights to acquire Voting Securities); or (ii) the purchase by any person, other than the Corporation or any employee benefit plan sponsored by the Corporation, of shares pursuant to a tender offer or exchange offer to acquire any Voting Securities of the Corporation (or securities convertible into such Voting Securities) for cash, securities, or any other consideration, provided that after consummation of the offer, the person in question is the beneficial owner, directly or indirectly, of securities representing 20% or more of the total voting power represented by the Corporation’s then outstanding Voting Securities (all as calculated under clause (i)); or (iii) the approval by the shareholders of the Corporation of (A) any consolidation or merger of the Corporation in which the Corporation is not the continuing or surviving corporation (other than a merger of the Corporation in which holders of Common Shares of the Corporation immediately prior to the merger have the same proportionate ownership of Common Shares of the surviving corporation immediately after the merger as immediately before), or pursuant to which Common Shares of the Corporation would be converted into cash, securities, or other property, or (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Corporation; or (iv) a change in the composition of the Board of Directors of the Corporation at any time during any consecutive 24‑month period such that “continuing directors” cease for any reason to constitute at least a 70% majority of the Board. For purposes of this definition of “Change in Control,” the term “Voting Securities” means any securities of the Corporation which vote generally in the election of members of the Board of Directors and the term “continuing directors” means those members of the Board who either were directors at the beginning of a consecutive 24‑month period or were elected during such period by or on the nomination or recommendation of at least a 70% majority of the then-existing Board.

So long as there has not been a Change in Control within the meaning of clause (iv) above, the Board of Directors may adopt by a 70% majority vote of the “continuing directors” a resolution to the effect that the occurrence of an event described in clause (i) (a “Clause (i) Event”) does not constitute a “Change in Control” (an “Excluding Resolution”) or a resolution to the effect that the occurrence of a Clause (i) Event does constitute a “Change in Control” (an “Including Resolution”). The adoption of an Excluding Resolution with respect to any Clause (i) Event shall not deprive the Board of Directors of the right to adopt an Including Resolution with respect to such Clause (i) Event at a later date. A Clause (i) Event shall not in and of itself constitute a “Change in Control” until the earlier of (x) the effective date of an Including Resolution with respect thereto or (y) the passage of a period of 30 calendar days after the occurrence thereof without an Excluding Resolution having been adopted with respect thereto; notwithstanding the adoption of an Excluding Resolution within the 30‑day period referred to in (y), an Including Resolution may subsequently be adopted with respect to the relevant Clause (i) Event while it continues to exist, in which event a “Change in Control” shall be deemed to have occurred for purposes of this definition upon the effective date of such Including Resolution. The provisions of this second paragraph of the definition of “Change in Control” relate only to situations where a Clause (i) Event has occurred and no Change in Control within the meaning of clause (ii), (iii), or (iv) of the preceding paragraph has occurred, and nothing in this paragraph shall derogate from the principle that the occurrence of an event described in clause (ii), (iii), or (iv) of the preceding paragraph shall be deemed an immediate Change in Control regardless of whether or not a Clause (i) Event has occurred and an Excluding Resolution or Including Resolution become effective.

Compensation taken into account for any purpose under the Plan, including the determination of Final Average Compensation, shall not exceed $260,000 (as adjusted from time to time by the Secretary of the Treasury in accordance with Code Section 401(a)(17)(B)).

In accordance with Code Section 414(u)(12), Compensation shall include any differential wage payment (within the meaning of Code Section 3401(h)(2)) made by the Companyto an individual who does not currently perform services for the Company by reason of qualified military service (within the meaning of Code Section 414(u)(5)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Company.

As of January 1, 2009, in accordance with Code Section 414(u)(12), Compensation included any differential wage payment (within the meaning of Code Section 3401(h)(2)) made by Rayonier Inc., to an individual who did not perform services for Rayonier Inc., by reason of qualified

military service (within the meaning of Code Section 414(u)(5)) to the extent those payments did not exceed the amounts the individual would have received if the individual had continued to perform services for Rayonier Inc.

Service, or if the Member has less than five calendar years of Eligibility Service, all of his or her calendar years of Eligibility Service; provided, further, however, that (i) the annual base salary earned in any calendar year and taken into account for purposes of “Final Average Compensation,” and (ii) the amount in excess of base annual salary earned in any calendar year and taken into account for purposes of “Final Average Compensation,” and (iii) the sum of (i) and (ii) taken into account for any calendar year, each shall be subject to the provisions of Code Section 401(a)(17). If the Member terminates employment before the last day of the calendar year or otherwise experiences an interruption in Eligibility Service, the Plan Administration Committee shall, in accordance with rules uniformly applicable to all persons similarly situated, determine the amount of the Member’s Final Average Compensation. The limitation of Code Section 401(a)(17) shall be applied to the sum of (i) and (ii) before determining the years in which base salary and amounts in excess of base salary are highest. If the Member terminates employment before the last day of the calendar year or otherwise experiences an interruption in Eligibility Service, the limitation under Code Section 401(a)(17) shall be applied to base salary, amounts in excess of base salary, and the sum of the two amounts that are taken into account for Final Average Compensation for the year of termination or other interruption on a month-by-month basis whether or not consecutive. The term Eligibility Service as used in this Section shall include all service recognized as Eligibility Service for purposes of eligibility requirements under Article 2.

with any Performance Fibers business whose transfer of employment to the Company is directly related to the spinoff from Rayonier, Inc., but whose Accrued Benefit is transferred to this Plan after June 27, 2014, solely because such Member was working for Rayonier Inc. in the United States pursuant to a visa, the conditions of which would not permit such Member’s employment to transfer to the Company until after June 27, 2014.

If a group of persons is transferred to or assigned to a Participating Unit or is hired by a Participating Unit as the result of the opening or purchase of a plant or the merger of one unit into another, such persons shall not be deemed to be Employees for purposes of the Plan until further action by the Board of Directors, by written amendment of the Plan, including the determination that such persons are Employees for purposes of the Plan, and the establishment of the terms and conditions under which such Employees are to be included in the Plan.

To the extent that the Board of Directors shall have authorized and established the basis for recognition under the Plan of service with a predecessor corporation(s), if any, reference in this Plan to service with a Participating Unit shall include service with the predecessor corporation(s) of such Participating Unit, provided that all or part of the business and assets of any such corporation shall have been acquired by Rayonier Advanced Materials Inc. or by a Participating Unit.