**AMENDMENT NO. 5THE NEWHALL LAND AND FARMING COMPANYRETIREMENT PLAN(Restatement Effective January 1, 1989)**
|                            The Newhall Land  and Farming Company Retirement Plan (the “Plan”), as restated in its entirety  effective January 1, 1989, and subsequently amended, is further amended  effective as of the dates set forth below, as follows: |
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|                                                                                                                                                                                                                                                                                                                                                                                                    | 1. | Subsection 1.18(a) defining “Eligible Employee”  is amended, effective as of January 1, 2001, to read: |   |
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|                                                                                                                                                                                                                                                                                                                                                                                                    |   |              (a)         any individual who performs services  for a Participating Company solely as a Leased Employee, independent  contractor, consultant or employee of a third-party employment agency or is  classified as such by the Participating Company for whom such services are  performed (whether or not such classification is upheld upon governmental or  judicial review); and |   |
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|                                                                                                                                                                                                                                                                                                                                                                                                    | 2. | Section 8.02 is amended in its entirety,  effective as of January 1, 2000, to read: |   |
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|                                                                                                                                                                                                                                                                                                                                                                                                    |   | An annual benefit is a retirement benefit that is  payable annually in the form of a straight life annuity under all qualified  defined benefit plans maintained by an Affiliated Company, excluding any  benefits attributable to the Participant’s contributions or rollover  contributions, if any, to the plans or to any assets transferred from a  qualified plan that was not maintained by an Affiliated Company.  If the benefit is payable in a form other  than a straight life annuity (and other than a form subject to Code Section  417(e)(3)), the amount must be adjusted to an actuarially equivalent straight  life annuity determined by using the greater of the interest rate specified  in the Plan’s definition of Actuarial Equivalent or five percent.  If the benefit is payable in a form  subject to Code Section 417(e)(3), the amount must be adjusted to an  actuarially equivalent straight life annuity determined by using the greater  of the interest rate specified in the Plan’s definition of Actuarial  Equivalent or the applicable interest rate defined in Code Section  417(e)(3).  No actuarial adjustment is  required to account for the value of a qualified joint and survivor annuity  or any other joint and survivor annuity, provided the Participant’s spouse is  the sole Beneficiary, the value of benefits which are not directly related to  retirement benefits (such as qualified disability benefits, preretirement  death benefits, or postretirement medical benefits) or for the value of  postretirement cost-of-living increases made in accordance with Treasury  Regulations. |   |
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| 3.                                                                                                                                                                                                                                                                                                                                                                                                      | The following provisions are repealed, effective  as of January 1, 2000, and their terms shall have no force or  effect, as applied to the determination of the accrued benefit of a  Participant who performs an Hour of Service on or after  January 1, 2000:  Section  8.06 in its entirety and Section 8.08(a), including the introduction. |
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| 4.                                                                                                                                                                                                                                                                                                                                                                                                      | Section 8.09 is amended, effective as of  January 1, 2000, to read: |
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|                                                                                                                                                                                                                                                                                                                                                                                                    |              Freeze  Date.  In no event shall the  benefit payable to a Participant determined as if the Participant had  separated from service as of December 31, 1999 be less than the  Participant’s Accrued Benefit determined as if the Participant had separated  from service on or after January 1, 2000. |
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| 5.                                                                                                                                                                                                                                                                                                                                                                                                      | Subsection 14.02(a) is amended, effective August  5, 1997, to read: |
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|                                                                                                                                                                                                                                                                                                                                                                                                    | Subject to subsection (b) and with respect to  certain judgments, orders or decrees issued or a settlement entered into, on  or after August 5, 1997 in accordance with Code Sections  401(a)(13)(C) and (D), benefits under the Plan may not be assigned or  hypothecated, and except to the extent required by law, no such benefits  shall be subject to legal process or attachment for the payment of any claim  against any person entitled to receive the same. |
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| 6.                                                                                                                                                                                                                                                                                                                                                                                                      | Subsection 14.11(a) is amended, effective  January 1, 2000, to read: |
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|   | An  Eligible Rollover Distribution is any distribution of all or any portion of  the balance to the credit of the Distributee, except that an Eligible  Rollover Distribution does not include:   any distribution that is one of a series of substantially equal  periodic payments (not less frequently than annually) made for the life (or  life expectancy) of the Distributee or the joint lives (or joint life  expectancies) of the Distributee and the Distributee’s designated  Beneficiary, or for a specified period of 10 years or more; any distribution  to the extent that distribution is required under Section 401(a)(9) of the  Code; the portion of any distribution that is not includable in gross income;  and any hardship distribution to the extent described in Code Section  401(k)(2)(B)(i)(IV). |
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| 7.     | A new Section 14.14 is added, effective as of  December 12, 1994, to read:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|   | USERRA Compliance.   Notwithstanding any provision of this Plan to the contrary,  contributions, benefits, and service credit with respect to qualified  military service shall be provided in accordance with Code Section 414(u).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

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| **                           IN WITNESS WHEREOF,** Newhall Management Corporation, managing general  partner of Newhall Management Limited Partnership, managing general partner  of The Newhall Land and Farming Company (a California Limited Partnership)  has caused this Amendment No. 5 to be executed on behalf of such partnership  by its duly authorized officer as of this 18th day of July 2001. |
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|         | THE  NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP) |
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|         | By:                                                                      | NEWHALL MANAGEMENT LIMITED PARTNERSHIP,  MANAGING GENERAL PARTNER |
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|         | By:                                                                      | NEWHALL MANAGEMENT CORPORATION, |
|         |                                                                     | MANAGING GENERAL PARTNER |
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|         | By:                                                                      | /s/ Trude A. Tsujimoto |
|         | Title:                                                                   | Secretary |