<PAGE>



                                  Exhibit 10(a)

                               SECOND AMENDMENT TO
                      THE NEWHALL LAND AND FARMING COMPANY
                             1995 OPTION/AWARD PLAN


         This Second Amendment to The Newhall Land and Farming Company 1995
Option/Award Plan (the "Plan") is adopted as of July 15, 1998.

         Paragraph 3.3 of the Plan, which previously read as follows:

         "3.3     NO DISCRETION

         No person will have any discretion to select which Independent
         Directors will be granted depositary units or to determine the number
         of depositary units to be granted to Independent Directors under this
         Article Three; provided, however, that nothing in this Plan will be
         construed to prevent an Independent Director from declining to receive
         depositary units under this Plan."

         Is hereby deleted in its entirety and replaced with the following:

         "3.3     OPTION FEE PROGRAM

                  A. Eligibility. Each Independent Director shall be eligible to
         receive, in lieu of receiving all or any portion of the annual retainer
         fee otherwise payable to such individual, non-statutory options with
         terms and conditions substantially similar to those set forth in
         Paragraph 3.1 D and Paragraph 3.1 E of this Plan.

                  B. Election. The election to receive options in lieu of all or
         any portion of the Independent Director's annual retainer fee otherwise
         payable to the Independent Director in cash under the Option Fee
         Program must be made, (i) with respect to any remaining portion of the
         annual retainer fee payable in 1998, within 30 days following approval
         of this Paragraph 3.3 of the Plan by the Board, and (ii) with respect
         to any calendar year after 1998, before the start of the calendar year
         for which the election is to be effective. The election must be made on
         the form provided by the Committee and must specify the percentage or
         dollar amount of his or her annual retainer fee to be applied to the
         Option Fee Program. The election, once filed, shall be irrevocable. The
         Independent Director may file a standing election to be in effect for
         two (2) or more consecutive calendar years or to remain in effect
         indefinitely until revoked by written notice filed with the Committee
         at least six (6) months prior to the start of the first calendar year
         for which such standing election is no longer to remain in effect.


<PAGE>


                  C. Option Issuance. On the first trading day of each calendar
         quarter during the year for which the election to receive options is
         effective, an option shall be issued to such Independent Director to
         purchase a number of depositary units equal to (i) one-quarter (1/4),
         times (ii) the amount of annual retainer fee for such year which the
         Independent Director elects to receive in the form of options, divided
         by (iii) the "Black-Scholes Value" as of such date; provided, however,
         the foregoing formula shall be appropriately adjusted in the case of
         any election to receive options in lieu of the quarterly retainer fee
         due on October 1, 1998. The "Black-Scholes Value" shall be an amount,
         as of any date, equal to the estimated value of an option to purchase
         one depositary unit with an exercise price equal to the Fair Market
         Value of a depositary unit as of such date and a term of ten years,
         determined using the Black-Scholes option pricing formula in a manner
         consistent with the methodology employed in the Partnership's annual
         report to partners. The exercise price per depositary unit of such
         option shall be equal to the Fair Market Value of one depositary unit
         on the date of grant."

         IN WITNESS WHEREOF, The Newhall Land and Farming Company (a California
Limited Partnership) has adopted this Second Amendment to The Newhall Land and
Farming Company 1995 Options/Award Plan.

                  THE NEWHALL LAND AND FARMING COMPANY
                  (A CALIFORNIA LIMITED PARTNERSHIP)

                  By:      Newhall Management Limited Partnership,
                           Managing General Partner

                  By:      Newhall Management Corporation,
                           Managing General Partner


                  By:      /S/ Thomas H. Almas
                           ---------------------------------------
                           Name:  Thomas H. Almas
                           Title:   Secretary