Exhibit 10

THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN

(Restated
Effective January 1, 2002)

THE
NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN

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TABLE OF CONTENTS

|           |  |                                           |  | Page
|---------- |  | ----------------------------------------- |  | ----
|ARTICLE I  |  | ESTABLISHMENT OF THE PLAN                 |  | 1   
|1.01       |  | ESTABLISHMENT AND RESTATEMENT OF THE PLAN |  | 1   
|1.02       |  | PURPOSE                                   |  | 1   
|1.03       |  | INTENTION                                 |  | 1   
|1.04       |  | RIGHTS OF PREVIOUS EMPLOYEES              |  | 1   
|ARTICLE II |  | DEFINITIONS                               |  | 1   
|2.01       |  | ACCOUNTING DATE                           |  | 1   
|2.02       |  | ACCOUNTS                                  |  | 1   
|2.03       |  | AFFILIATED COMPANY                        |  | 1   
|2.04       |  | ANNIVERSARY DATE                          |  | 1   
|2.05       |  | BENEFICIARY                               |  | 2   
|2.06       |  | BOARD                                     |  | 2   
|2.07       |  | BREAK IN SERVICE                          |  | 2   
|2.08       |  | CODE                                      |  | 2   
|2.09       |  | COMMITTEE                                 |  | 2   
|2.10       |  | COMPANY                                   |  | 2   
|2.11       |  | EARNINGS                                  |  | 2   
|2.12       |  | ELIGIBLE EMPLOYEE                         |  | 2   
|2.13       |  | EMPLOYEE                                  |  | 3   
|2.14       |  | ERISA                                     |  | 3   
|2.15       |  | ESOP                                      |  | 3   
|2.16       |  | ESOP ACCOUNT                              |  | 3   
|2.17       |  | FIDUCIARY                                 |  | 3   
|2.18       |  | FIVE PERCENT OWNER                        |  | 3   
|2.19       |  | HIGHLY PAID EMPLOYEE                      |  | 3   
|2.20       |  | HIGHLY PAID PARTICIPANT                   |  | 4   
|2.21       |  | HOUR OF SERVICE                           |  | 4   
|2.22       |  | LEASED EMPLOYEE                           |  | 5   
|2.23       |  | MANAGING GENERAL PARTNER                  |  | 5   
|2.24       |  | ONE PERCENT OWNER                         |  | 5   
|2.25       |  | PARTICIPANT                               |  | 6   
|2.26       |  | PARTICIPATING COMPANY                     |  | 6   
|2.27       |  | PERIOD OF SERVICE                         |  | 6   
|2.28       |  | PERIOD OF SEVERANCE                       |  | 6   
|2.29       |  | PLAN                                      |  | 6   
|2.30       |  | PLAN ADMINISTRATOR                        |  | 6   
|2.31       |  | PLAN YEAR                                 |  | 6   
|2.32       |  | REGULATIONS                               |  | 6   
|2.33       |  | RELATED COMPANY                           |  | 6   
|2.34       |  | RESERVED                                  |  | 6   
|2.35       |  | REMUNERATION                              |  | 6   
|2.36       |  | RETIREMENT PLAN                           |  | 7   
|2.37       |  | SEASONAL AGRICULTURAL EMPLOYEE            |  | 7   
|2.38       |  | SENIORITY SERVICE                         |  | 7   
|2.39       |  | SEPARATION DATE                           |  | 7   
|2.40       |  | SUSPENDED PARTICIPANT                     |  | 7   
|2.41       |  | TOTALLY DISABLED PARTICIPANT              |  | 8   
|2.42       |  | TRUST                                     |  | 8   
|2.43       |  | TRUSTEE                                   |  | 8   
|2.44       |  | VESTED VALUE                              |  | 8   
|2.45       |  | VESTED SERVICE                            |  | 8   
|2.46       |  | VOLUNTARY EMPLOYEE CONTRIBUTIONS          |  | 8   
|2.47       |  | YEAR OF SERVICE                           |  | 8   
|2.48       |  | OTHER DEFINITIONS                         |  | 9   

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|ARTICLE III  |  | PARTICIPATION                                                                                       |  | 10
|------------ |  | --------------------------------------------------------------------------------------------------- |  | --
|3.01         |  | ELIGIBILITY                                                                                         |  | 10
|3.02         |  | APPLICATION TO PARTICIPATE                                                                          |  | 10
|3.03         |  | PARTICIPATION AFTER REEMPLOYMENT OR BREAK IN SERVICE                                                |  | 10
|3.04         |  | TRANSITION RULE                                                                                     |  | 10
|ARTICLE IV   |  | PARTICIPANT DEFERRALS                                                                               |  | 10
|4.01         |  | DEFERRAL ELECTION.                                                                                  |  | 10
|4.02         |  | DOLLAR LIMITATION                                                                                   |  | 11
|4.03         |  | EMPLOYEE ELECTION OF CONTRIBUTION RATE                                                              |  | 12
|4.02         |  | SUSPENSION OF BASIC EMPLOYER CONTRIBUTIONS                                                          |  | 12
|ARTICLE V    |  | EMPLOYER CONTRIBUTIONS                                                                              |  | 12
|5.01         |  | BASIC EMPLOYER CONTRIBUTIONS                                                                        |  | 12
|5.02         |  | MATCHING EMPLOYER CONTRIBUTIONS                                                                     |  | 13
|5.03         |  | LIMITATION ON ANNUAL ADDITIONS                                                                      |  | 13
|5.04         |  | COMPLIANCE WITH THE LIMITATION                                                                      |  | 14
|5.05         |  | RETURN OF CONTRIBUTIONS                                                                             |  | 15
|5.06         |  | ROLLOVER CONTRIBUTIONS                                                                              |  | 15
|ARTICLE VI   |  | NONDISCRIMINATION REQUIREMENTS FOR BASIC EMPLOYER CONTRIBUTIONS AND MATCHING EMPLOYER CONTRIBUTIONS |  | 16
|6.01         |  | LIMITATION ON BASIC EMPLOYER CONTRIBUTIONS                                                          |  | 16
|6.02         |  | REMEDIAL DISTRIBUTIONS OF BASIC EMPLOYER CONTRIBUTIONS                                              |  | 18
|6.03         |  | LIMITATION ON MATCHING CONTRIBUTIONS                                                                |  | 18
|6.04         |  | REMEDIAL DISTRIBUTIONS OF MATCHING CONTRIBUTIONS                                                    |  | 20
|6.05         |  | RESERVED                                                                                            |  | 20
|6.06         |  | FURTHER DISCRIMINATION TEST REQUIREMENTS                                                            |  | 20
|6.07         |  | MULTIPLE USE LIMITATION                                                                             |  | 21
|6.08         |  | SPECIAL CONTRIBUTION                                                                                |  | 22
|ARTICLE VII  |  | INVESTMENT FUNDS                                                                                    |  | 23
|7.01         |  | INVESTMENT OF CONTRIBUTIONS                                                                         |  | 23
|7.02         |  | NEWHALL FUND                                                                                        |  | 23
|7.03         |  | INVESTMENT DESIGNATION                                                                              |  | 23
|7.04         |  | TRANSFER OF ACCOUNT BALANCES BETWEEN FUNDS                                                          |  | 23
|7.05         |  | PURCHASE PRICE                                                                                      |  | 23
|7.06         |  | VOTING AND TENDER OFFERS                                                                            |  | 24
|7.07         |  | AGREEMENTS RELATING TO TRUST                                                                        |  | 24
|7.08         |  | ESTABLISHMENT OF TRUST AGREEMENT                                                                    |  | 24
|7.09         |  | APPOINTMENT OF INVESTMENT MANAGER                                                                   |  | 25
|7.10         |  | INSURANCE OR ANNUITY CONTRACTS                                                                      |  | 25
|7.11         |  | EXPENSES OF TRUST                                                                                   |  | 25
|7.12         |  | VOTING OF SECURITIES IN TRUST                                                                       |  | 25
|ARTICLE VIII |  | ACCOUNTS AND VALUATION                                                                              |  | 26
|8.01         |  | PARTICIPANT ACCOUNTS                                                                                |  | 26
|8.02         |  | CREDITING OF CONTRIBUTIONS                                                                          |  | 26
|8.03         |  | ADJUSTMENT OF ACCOUNTS                                                                              |  | 26
|8.04         |  | STATEMENTS                                                                                          |  | 26
|8.05         |  | VALUE OF ACCOUNTS                                                                                   |  | 26
|ARTICLE IX   |  | WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT                                                      |  | 27
|9.01         |  | WITHDRAWALS FROM EMPLOYEE CONTRIBUTION ACCOUNT                                                      |  | 27
|9.02         |  | WITHDRAWALS FROM BASIC EMPLOYER CONTRIBUTION ACCOUNT                                                |  | 27
|9.03         |  | WITHDRAWALS BY CERTAIN PARTICIPANTS                                                                 |  | 28
|9.04         |  | LOANS TO PARTICIPANTS                                                                               |  | 28

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|9.05         |  | SUSPENSION                                      |  | 30
|------------ |  | ----------------------------------------------- |  | --
|ARTICLE X    |  | VESTING                                         |  | 30
|10.01        |  | VESTING                                         |  | 30
|ARTICLE XI   |  | DISTRIBUTIONS                                   |  | 31
|11.01        |  | GENERAL                                         |  | 31
|11.02        |  | FORM OF DISTRIBUTION                            |  | 31
|11.03        |  | DEATH OF PARTICIPANT                            |  | 31
|11.04        |  | REQUIRED DISTRIBUTIONS TO CERTAIN PARTICIPANTS  |  | 32
|11.05        |  | PROOF OF DEATH AND RIGHT OF BENEFICIARY         |  | 32
|ARTICLE XII  |  | ADMINISTRATION OF THE PLAN                      |  | 32
|12.01        |  | THE BOARD AND THE COMMITTEE                     |  | 32
|12.02        |  | ORGANIZATION OF COMMITTEE                       |  | 32
|12.03        |  | POWERS AND DUTIES                               |  | 33
|12.04        |  | UNIFORM ADMINISTRATION                          |  | 33
|12.05        |  | BENEFIT CLAIMS PROCEDURES                       |  | 33
|12.06        |  | LIABILITY OF COMMITTEE MEMBERS                  |  | 34
|12.07        |  | INDEMNITY                                       |  | 34
|12.08        |  | RELIANCE ON REPORTS AND CERTIFICATES            |  | 34
|12.09        |  | MEMBER'S OWN PARTICIPATION                      |  | 35
|12.10        |  | DELEGATION OF RESPONSIBILITY                    |  | 35
|12.11        |  | EXPENSES                                        |  | 35
|ARTICLE XIII |  | AMENDMENT AND TERMINATION                       |  | 35
|13.01        |  | AMENDMENT                                       |  | 35
|13.02        |  | TERMINATION                                     |  | 35
|13.03        |  | SUCCESSORS                                      |  | 36
|13.04        |  | MERGER OR TRANSFER OF PLAN ASSETS               |  | 36
|13.05        |  | EFFECT OF AMENDMENTS BY PARTICIPATING COMPANIES |  | 36
|ARTICLE XIV  |  | MISCELLANEOUS                                   |  | 36
|14.01        |  | SOURCE OF PAYMENT                               |  | 36
|14.02        |  | INALIENABILITY OF BENEFITS                      |  | 36
|14.03        |  | NO RIGHT TO EMPLOYMENT                          |  | 37
|14.04        |  | PAYMENTS TO MINORS OR INCOMPETENTS              |  | 37
|14.05        |  | RETURN OF CONTRIBUTIONS                         |  | 37
|14.06        |  | ELIGIBLE ROLLOVER DISTRIBUTION                  |  | 37
|14.07        |  | APPLICABLE LAW                                  |  | 38
|14.08        |  | USERRA COMPLIANCE                               |  | 38
|14.09        |  | LOST PARTICIPANTS                               |  | 38
|ARTICLE XV   |  | TOP-HEAVY RULES                                 |  | 38
|15.01        |  | DEFINITIONS                                     |  | 38
|15.02        |  | TOP-HEAVY STATUS                                |  | 41
|15.03        |  | MINIMUM BENEFIT                                 |  | 41
|15.04        |  | EARNINGS LIMIT                                  |  | 42
|15.05        |  | LIMITATION ON ANNUAL ADDITIONS                  |  | 42
|ARTICLE XVI  |  | EXECUTION                                       |  | 43
|             |  |                                                 |  |   

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ARTICLE I

ESTABLISHMENT OF THE PLAN

1.01Establishment and Restatement of the Plan.    The Newhall Land and Farming Company Employee
Savings Plan (the "Plan"), established effective January 1, 1980 and restated in its entirety effective March 1, 1983, January 1, 1984, January 1, 1987, and
January 1, 1989, is hereby restated effective January 1, 2002 or as otherwise indicated. The January 1, 2002 restatement incorporates the amendment requested by the Internal
Revenue Service in connection with the favorable determination letter issued on the Plan dated September 17, 2002.

1.02Purpose.    The purpose of this Plan is to encourage and assist employees of the Participating
Companies to invest in their future with the Participating Companies by providing a means by which certain compensation which employees elect to defer and certain matching Participating Company
contributions are invested to provide additional security to Participating Company employees at retirement.

1.03Intention.    It is the intention of the Participating Companies that the Plan hereinafter set
forth (a) shall constitute a single profit sharing plan; (b) shall meet all applicable requirements of the Employee Retirement Income Security Act of 1974 (ERISA), as amended; and
(c) shall be qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended from time to time, and comply with requirements of the Tax Reform Act of 1986, the
Omnibus Budget Reconciliation Act of 1986, the Revenue Act of 1987, the Technical and Miscellaneous Revenue Act of 1988, the Omnibus Budget Reconciliation Act of 1990 and other applicable laws,
regulations, and administrative authority.

1.04Rights of Previous Employees.    The rights and benefits of a Plan Participant who ceased to be
an Employee on or prior to December 31, 1988 shall be determined in accordance with the provisions of the Plan in effect on the date on which that Participant ceased to be an Employee, and any
provisions of this Plan that are specifically made effective to such date.

ARTICLE II

DEFINITIONS

Unless otherwise required by the context, the terms used herein shall have the meanings set forth in the remaining paragraphs of this Article II. As used
herein, the masculine pronoun shall include the feminine and the singular shall include the plural, unless a different meaning is plainly required by the context.

2.01Accounting Dateshall mean the last regular business day of March, June, September and December, and any
other date as specified by the Committee as of which the assets of the Trust are valued for determining the value of each Participant's interest in the Plan.

2.02Accountsshall mean, with respect to each Participant, his Employee Contribution Account, his Matching
Employer Contribution Account, his Rollover Account and his Basic Employer Contribution Account, as described in Section 8.01(a).

With
respect to each Participant who was a participant in the ESOP prior to its merger into the Plan, the term "Account" shall also include such Participant's ESOP Account, as described
in Section 8.01(b).

2.03Affiliated Companyshall mean each Participating Company and each entity which is a Related Company with
respect to any Participating Company.

2.04Anniversary Dateshall mean January 1 of each year subsequent to the effective date of the Plan on
January 1, 1980 and each other date or dates as may be established by the Committee.

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2.05Beneficiaryshall mean the person or persons entitled to receive benefits under the Plan upon the death of
the Participant as set forth in Section 11.03.

2.06Boardshall mean the Board of Directors of Newhall Management Corporation or such other corporate entity
as may from time to time be, directly or indirectly, the Managing General Partner.

2.07Break in Serviceshall mean any Plan Year in which:



2.08Codeshall mean the Internal Revenue Code of 1986 as amended.

2.09Committeeshall mean the Employee Benefit Committee appointed by the Board in accordance with
Article XII and shall include, where appropriate, any party to whom responsibility has been properly delegated under Section 12.10.

2.10Companyshall mean The Newhall Land and Farming Company, a California limited partnership.

2.11Earningsshall mean the compensation reportable for Federal Income Tax purposes (including, for Plan Years
beginning after December 31, 1998, any amounts payable to a Participant as general partner income from Newhall General Partnership or as fees for serving as a director of any subsidiary of the
Company) that would have been paid to an Employee if such Employee had made no (i) Deferral Election, (ii) election under any plan described in Section 125 of the Code or (iii),
for Plan Years beginning after December 31, 1998, deferral of salary or bonus (whether in the form of cash or employer securities) under a non-qualified deferral plan, but excluding
(A) that portion of compensation imputed for tax purposes as a result of fringe benefits (including any gain upon the exercise of options to acquire employer securities or the sale of
securities acquired thereunder, the vesting of restricted employer securities or other gains from equity compensation other than employer securities that are payable (or would be payable absent a
deferral election by the Participant) as an annual bonus) or other similar amounts as determined by the Company, (B) deferred compensation at the time of payment if attributable to amounts that
were taken into account at the time of deferral; provided, however, that: for Plan Years beginning after 1988 and before 1994, the annual Earnings taken into account for a Plan Year shall not exceed
$200,000; (ii) for Plan Years beginning after 1993 and before 2002, the annual Earnings taken into account for a Plan Year shall not exceed $150,000 adjusted for
cost-of-living increases as described in Code Section 401(a)(17)(B); and (iii) for Plan Years beginning after 2001, the annual Earnings taken into account for a
Plan Year shall not exceed $200,000 adjusted for cost-of-living increases as described in Code Section 401(a)(17)(B).

2.12Eligible Employeeshall mean any Employee of a Participating Company, but excluding:



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2.13Employeeshall mean (a) any person who is employed by and engaged in rendering personal services to
an Affiliated Company, or (b) any Leased Employee unless (i) such individual is covered by a money purchase pension plan described in Section 414(n)(5)(A)(i) of the Code
and (ii) Leased Employees do not constitute more than twenty percent (20%) of the Affiliated Companies' non-highly compensated work force (as defined in
Section 414(n)(5)(C)(ii) of the Code).

A
person employed by an Affiliated Company as an officer shall be deemed an Employee, whether or not he is also a director of such Affiliated Company, but no person shall be deemed an
Employee solely by reason of serving as a director of an Affiliated Company.

2.14ERISAshall mean the Employee Retirement Income Security Act of 1974, as amended.

2.15ESOPshall mean The Newhall Land and Farming Company Employee Stock Ownership Plan, which was merged into
this Plan effective December 1, 1985.

2.16ESOP Accountshall mean the Account in the Plan into which a Participant's interest in the ESOP was
transferred upon the merger of the ESOP into this Plan.

2.17Fiduciaryshall mean any person who exercises discretionary authority or control over the management of
the Plan assets held under the Trust, or disposition of Trust assets; who renders investment advice for direct or indirect compensation as to assets held under the Plan or has any authority or
responsibility to do so; or who has any discretionary authority or responsibility in the administration of the Plan. Any person may serve in more than one fiduciary capacity with respect to the Plan
if so duly appointed or delegated such responsibility.

2.18Five Percent Ownerof an entity shall mean any Participant who owns (or is considered as owning, within
the meaning of Section 318 of the Code, applied by substituting "one-twentieth" for "50%" in Section 318(a)(2)(C)) more than five percent (5%) of the capital or profits
interest of the entity (or, if such entity is a corporation, more than five percent (5%) of its outstanding stock or stock possessing more than five percent (5%) of the total combined voting power of
all stock).

2.19Highly Paid Employeemeans, effective for Plan Years commencing after January 1, 1996, and in
determining whether an Employee is a Highly Compensated Employee for the Plan Year beginning in 1997, an Employee who:



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2.20Highly Paid Participantmeans, with respect to a particular Plan Year, an individual who is both a Highly
Paid Employee and a Participant; provided, however, that for purposes of the foregoing:



2.21Hour of Serviceshall mean:



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For
purposes of calculating Hours of Service under this subsection, the Plan shall treat as Hours of Service either: (i) the hours which otherwise would normally have been
credited to the Employee but for such absence; or (ii) in any case in which the Plan is unable to determine the hours described in clause (i), eight (8) hours per day of absence.

Provided,
however, that no more than 501 Hours of Service shall be credited for each pregnancy or placement described in (i) through (iv) above. All Hours of Service
credited under this subsection shall be credited in the Plan Year during which the first day of the absence described in (i) through (iv) above occurs if, but only if, the Employee would
have had a Break in Service in such Plan Year were the Hours of Service under this subsection not credited in such year or, in any other case, in the immediately following Plan Year. No Hours of
Service will be credited under this subsection unless the Employee furnishes to the Committee such timely information as the Committee may reasonably require to establish that the absence from work is
for reasons set forth in paragraphs (1) through (4) above and the total number of days for which there was such an absence.

2.22Leased Employeemeans any person, other than an a common law employee of an Affiliated Company, who
pursuant to an agreement between an Affiliated Company and any other person has performed services for the Affiliated Company (or for the Affiliated Company and related persons determined in
accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year, and such services are performed under the primary direction or
control of the Affiliated Company.

2.23Managing General Partnershall mean Newhall Management Corporation, a California corporation, the Managing
General Partner of the managing general partner of the Company, and any successor managing general partner.

2.24One Percent Ownerof an entity shall mean any person who would be described by the definition of Five
Percent Owner if "one percent (1%)" were substituted for "five percent (5%)" each place it appears in such definition.

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2.25Participantshall mean any Employee who becomes a Participant in the Plan in accordance with
Article III. Once an Employee becomes a Participant he will remain a Participant until his Separation Date.

2.26Participating Companyshall mean the Company and any other employer which (i) is authorized by the
Board to adopt the Plan and (ii) adopts the Plan for its employees.

2.27Period of Serviceshall mean, for any person, the period beginning on the date he first renders an Hour of
Service for an Affiliated Company (or the date he returns to service with an Affiliated Company following a Period of Severance) and ending on his Separation Date. A Period of Service shall be
determined by taking into account any period for which a person would have been a Leased Employee but for the requirement that the Leased Employee have provided services for an Affiliated Company (or
the Affiliated Company and related persons) on a substantially full-time basis for a period of at least one year.

2.28Period of Severanceshall mean, for any person, that period which commences with his Separation Date and
ends with the first date thereafter on which he next performs an Hour of Service for an Affiliated Company.

2.29Planshall mean The Newhall Land and Farming Company Employee Savings Plan, as set forth in this document
and as amended from time to time.

2.30Plan Administratorshall mean the Managing General Partner.

2.31Plan Yearshall mean the period from any January 1st to the following December 31st.

2.32Regulationsshall mean the Federal Income Tax Regulations, as amended.

2.33Related Companyshall mean, with respect to a particular Participating Company, (i) each other
entity, trade or business (whether or not incorporated) which is included within a controlled group of corporations or a group of trades or businesses under common control within which such
Participating Company is also included, as determined under Section 414(b) or (c) of the Code, (ii) any employer which is a member of an affiliated service group with such
Participating Company, as determined under Section 414(m) of the Code, and (iii) any other entity required to be aggregated with such Participating Company pursuant to regulations under
Section 414(o) of the Code. For purposes of the limitation on benefits set forth in Section 5.03, Sections 414(b) and (c) of the Code shall be applied as modified by
Section 415(h) of the Code (relating to the substitution of a 50 percent ownership test for an 80 percent ownership test).

2.34Reserved.

2.35Remunerationshall mean a Participant's wages, salaries, and fees for personal services actually rendered
in the course of employment with an Affiliated Company. Remuneration includes, but is not limited to, (i) commissions, compensation for services on the basis of percentage of profits, overtime
payments and bonuses, (ii) earned income from sources without the United States (whether or not excludable from gross income under Section 911 of the Code), (iii) amounts received
through accident or health insurance or through a self-insured medical reimbursement plan for personal injuries or sickness (but only to the extent includable in gross income),
(iv) in the case of a Participant who has not attained age of 65 before the close of the taxable year and who retired on account of permanent and total disability, wages or payments in lieu of
wages (whether or not excludable from gross income under Section 105(d) of the Code), (v) amounts paid or reimbursed by such Participating Company or any Related Company for moving
expenses (but only to the extent not deductible by the Participant), and (vi) amounts included in gross income by reason of elections made under Section 83(b) of the Code. Remuneration
does not, however, include

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2.36Retirement Planshall mean The Newhall Land and Farming Company Retirement Plan.

2.37Seasonal Agricultural Employeeshall mean any Employee engaged as an agricultural worker on a seasonal
basis by a component of any Affiliated Company that is predominantly involved in producing agricultural commodities, and who is scheduled to work less than one thousand five hundred (1500) hours per
calendar year.

2.38Seniority Serviceshall mean, for any person, the aggregate of all Periods of Service.

2.39Separation Dateshall mean:



2.40Suspended Participantshall mean:



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2.41Totally Disabled Participantshall mean a Participant who is permanently disabled as a result of sickness
or injury so that he has been incapable of performing any services for the Participating Company which is (or was immediately prior to such sickness or injury) his employer for which he is qualified
by education, training, or experience for a period of at least six (6) months and is likely to continue to be so disabled in the future. Medical evidence of disability satisfactory to the
Committee shall be required.

2.42Trustshall mean the aggregate of all the assets of the Plan, including (1) assets held pursuant to
a trust agreement entered into between the Company and the Trustee, pursuant to Section 7.08, and (2) assets held pursuant to a contract with an Insurance Company, pursuant to
Section 7.10.

2.43Trusteeshall mean any trustee appointed by the Committee.

2.44Vested Valueshall mean the sum of: (i) a Participant's Employee Contribution Account;
(ii) his Basic Employer Contribution Account; (iii) his ESOP Account; and (iv) the vested portion (determined in accordance with Article X) of his Matching Employer
Contribution Account on the Accounting Date immediately preceding or coincident with the date as of which such value is to be determined, adjusted by the Committee, pursuant to its discretionary
authority to administer and interpret the Plan and to determine eligibility for benefits under the Plan. Adjustments will include increases due to contributions to the Accounts since the relevant
Accounting Date; decreases due to Plan expenses, distributions, loans, or withdrawals paid from the Accounts since the relevant Accounting Date; and adjustments for income or loss.

2.45Vested Serviceshall mean, for any person, the aggregate of all Periods of Service.

2.46Voluntary Employee Contributionsshall mean those after-tax contributions made to the Plan by
Participants prior to January 1, 1987, pursuant to the provisions of the Plan then in effect.

2.47Year of Serviceshall mean, with respect to any Employee, a consecutive twelve-month period during which
he completes at least 1,000 Hours of Service (or, if he is at any time during such period a Seasonal Agricultural Employee, at least 300 Hours of Service) and which is: (i) the period beginning
on the date he renders his first Hour of Service with any Affiliated Company; or (ii) any Plan Year beginning after such date. In the case of an Employee who has incurred a Break in Service,
the preceding sentence shall be applied as if the date of his return to service with any Affiliated Company were the date he rendered his first Hour of Service with any Affiliated Company. Years of
Service shall include any period for which the Employee would have been a Leased Employee but for the requirement that the Leased Employee have provided services for an Affiliated Company (or the
Affiliated Company and related persons) on a substantially full-time basis for a period of at least one year.

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2.48Other Definitions.    The following terms have the meaning described in the sections listed:

Term

SectionActual Deferral Percentage

6.01(b)Annual Addition

5.03(a)Basic Employer Contributions

5.01Basic Employer Contribution Account

8.01Contribution Percentage

6.03(b)Deferral Election

4.01Direct Rollover

14.06Distributee

14.06Dollar Limitation

4.02(a)Elective Deferrals

4.02(a)Eligible Retirement Plan

14.06Eligible Rollover Distribution

14.06Employee Contribution Account

8.01Excess Deferrals

4.02(a)Insurance Company

7.10Investment Manager

7.09Matching Employer Contribution

5.02Matching Employer Contribution Account

8.01


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ARTICLE III

PARTICIPATION

3.01Eligibility.



3.02Application to Participate.    Each Eligible Employee meeting the requirements of
Section 3.01 may become a Participant by completing an enrollment form, as provided by the Committee, indicating the amount of his Basic Employer Contribution as specified in
Section 4.01 and his authorization to his employer to withhold such amounts from his Earnings and pay the same into the Trust as soon as practicable following the end of the pay period in which
they are withheld. Such Eligible Employee may also make an investment designation at the same time, in accordance with Section 7.03.

3.03Participation after Reemployment or Break in Service.

When
a Participant or any other Eligible Employee who has met the requirements of Section 3.01 and would become a Participant upon complying with Section 3.02 terminates
employment and is subsequently reemployed by a Participating Company, he shall be eligible to become a Participant by complying with Section 3.02 on the first day of the first pay period next
beginning after the later of: (i) his date of rehire; or (ii) the date he becomes an Eligible Employee.

3.04Transition Rule.    For purposes of Section 3.01(c), each Employee shall receive credit
for service prior to January 1, 1986 as follows:



ARTICLE IV

PARTICIPANT DEFERRALS

4.01Deferral Election.



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Notwithstanding
any other provision of the Plan, effective for Plan Years beginning on and after January 1, 2002, the portion of a Qualified Participant's Basic Employer
Contributions for a Plan Year that is attributable to the Code Section 414(v) Adjustment, determined on a Plan Year basis, is not taken into account in determining compliance with
(i) the percentage limitation on Earnings described in Section 4.01(a), (ii) the Dollar Limit described in Section 4.02(a), (iii) the Annual Additions limitation
described in Section 5.03(a), or (iv) the nondiscrimination test applicable to Basic Employer Contributions described in Section 6.01. For purposes of this Section 4.01(c),
a "Qualified Participant" refers to an Employee who attains age 50 before the close of the Plan Year to which his or her Basic Employer Contributions relate. The Code
Section 414(v) Adjustment refers to the applicable dollar amount described in Code Section 414(v)(2)(B) by which limitations otherwise applicable to a Participant's Deferral
Election are increased so that the Plan is not treated as failing to satisfy its provisions implementing Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as applicable, solely on
account of contributions made consistent with such adjustment. Notwithstanding any other provision of the Plan, no Deferral Election that takes into account the Code
Section 414(v) Adjustment will become effective prior to the first payroll period ending in April 2002.



4.02Dollar Limitation.



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Date of Distribution

PercentageBefore January 15

100%January 16 to February 15

110%February 16 to March 15

120%March 16 to April 15

130%


4.03Employee Election of Contribution Rate.    Subject to Section 4.02, each Participant may
elect to change his Basic Employer Contribution rate as of: (i) the first pay period following an Accounting Date; or (ii) such other pay period as the Committee may permit, by giving
prior written notice of such change to his employer no later than 10 days prior to the beginning of such pay period.

4.04Suspension of Basic Employer Contributions.    A Participant may terminate his Basic Employer
Contribution election as of the first pay period in any month by giving written notice to his employer no later than 10 days prior to the beginning of such pay period. Such termination and
suspension may last indefinitely or may be revoked at any time. A Participant having so terminated and suspended may make a new Basic Employer Contribution election effective with any pay period by
giving written notice to his employer at least 10 days prior to the beginning of such pay period.

ARTICLE V

EMPLOYER CONTRIBUTIONS

5.01Basic Employer Contributions.    A Participating Company shall contribute to the Plan on behalf
of each Participant who is employed by it at any time during a payroll period an amount equal to the Basic Employer Contribution elected by such Participant with respect to his or her Earnings for
such payroll period that are attributable to service for such Participating Company.

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5.02Matching Employer Contributions.



Seniority Service

Percentage1-4 years

25%5-9 years

50%10 years or more

75%




5.03Limitation on Annual Additions.



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For
limitation years beginning on and after January 1, 2002, any amount attributable to a Code Section 414(v) Adjustment described in Section 4.01(c) is not
taken into account as an Annual Addition.



5.04Compliance with the Limitation.    In the event that the Annual Addition to the Accounts of a
Participant would for any Plan Year exceed the limitations of Section 5.03(b), the actions specified below shall be taken in the order listed and only to the extent necessary to satisfy the
applicable limitations of Sections 5.03(b):



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5.05Return of Contributions.    Assets held in the Trust Fund shall be held for the exclusive
benefit of Participants and their Beneficiaries, and such assets may never revert to or inure to the benefit of any Participating Company except under the following conditions:



5.06Rollover Contributions.



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ARTICLE VI

NONDISCRIMINATION REQUIREMENTS FOR BASIC EMPLOYER
CONTRIBUTIONS AND MATCHING EMPLOYER CONTRIBUTIONS

6.01Limitation on Basic Employer Contributions.



Notwithstanding
the foregoing, the Employer has the right to elect and amend the Plan to use current year data for determining the deferral percentage for all non-Highly Paid
Participants.



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For
Plan Years beginning after December 31, 2001, any amount attributable to a Code Section 414(v) Adjustment for a Qualified Participant (both as defined in
Section 4.01(c)) is not taken into account in the Actual Deferral Percentage of a Qualified Participant.



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6.02Remedial Distributions of Basic Employer Contributions.



6.03Limitation on Matching Contributions.



Notwithstanding
the foregoing, the Employer has the right to elect and amend the Plan to use current year data for determining the contribution percentage for all non-Highly
Paid Participants.

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6.04Remedial Distributions of Matching Contributions.



6.05Reserved.

6.06Further Discrimination Test Requirements.    For purposes of this Article:



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6.07Multiple Use Limitation.    The Provisions describing the Multiple Use Limitation in this
Section 6.07 are repealed for Plan Years beginning on and after January 1, 2002.



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Notwithstanding
the foregoing, the Employer has the right to elect and amend the Plan to use current year data for determining the deferral or contribution percentage for all
non-Highly Paid Participants.

6.08Special Contribution.



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ARTICLE VII

INVESTMENT FUNDS

7.01Investment of Contributions.



7.02Newhall Fund.    At the discretion of the Committee, the Plan may acquire and hold qualified
employer securities as defined in Section 407 of ERISA ("Depositary Units"). Participants may elect to invest amounts held in their Accounts in shares of a fund consisting of cash and
Depositary Units ("Newhall Fund"), consistent with the investment policy implemented by the Committee pursuant to its discretionary authority to administer and interpret the Plan. The Newhall Fund
shall be established by the Trustee pursuant to Section 7.01 of the Plan and shall be subject to such restrictions and
administrative procedures as are imposed by the Committee, pursuant to its discretionary authority to administer and interpret the Plan.

7.03Investment Designation.    Effective July 1, 1994:



7.04Transfer of Account Balances Between Funds.    Subject to the limitations in
Section 7.03, as of each Accounting Date, a Participant may elect to transfer all or a portion (in such percentages as the Committee shall have authorized pursuant to its discretionary
authority to administer and interpret the Plan) of the current value of his or her Accounts among investment funds. The election provided for in the preceding sentence shall be made on a form provided
by the Committee which shall be filed by the Participant at least 10 days prior to the effective date of the transfer.

7.05Purchase Price.    All acquisitions of Depositary Units by the Newhall Fund will be effected
quarterly from either the Company or on the open market at the prevailing market price.

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7.06Voting and Tender Offers.



7.07Agreements Relating to Trust.    The assets of the Plan shall be held pursuant to one or more
written agreements with: (i) Trustees, as described in Section 7.08; (ii) Insurance Companies, as described in Section 7.10; or (iii) a combination.

7.08Establishment of Trust Agreement.    Some or all of the assets of the Plan may be held pursuant
to trust agreements with one or more of the Trustees; the Trustees shall be such one or more individuals, banks or trust companies as may be designated by the Committee. Each trust agreement shall
provide for the investment of the trust assets and prescribe the powers, duties, obligations and functions of the Trustees with respect to the Plan. Each Trustee shall control and manage the assets of
its trust, subject to the terms of its trust agreement and this Plan. To the extent the provisions of the Plan and the trust agreement are inconsistent or otherwise in conflict with respect to the
rights, duties or obligations of the Trustee, the provisions of the trust agreement shall control. The Trustee shall be subject to the direction of any Investment Manager appointed pursuant to
Section 7.09 with respect to acquisition, retention, or disposition of investments of that portion of the Trust over which such Investment Manager has been given authority by the Committee.
Each trust agreement shall authorize

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the Trustee to make deposits in the Trustee's commercial banking department (or in any other bank or similar financial institution) provided such deposits bear a reasonable rate of interest.

7.09Appointment of Investment Manager.    The Committee, pursuant to its discretionary authority to
administer and interpret the Plan, may appoint one or more Investment Managers within the meaning of Section 3(38) of ERISA, and may authorize such Investment Managers to direct the Trustee
with respect to acquisition, retention, or disposition of any specified portion of any investment fund designated by the Committee, up to the whole thereof. Each such Investment Manager must be a
person (i) who has the power to manage, acquire or dispose of any assets of the Plan, (ii) who (I) is registered as an investment adviser under the Investment Advisers Act of 1940
or any successor statute ("the Act"), (II) is not registered as an investment adviser under the Act by reason of paragraph (1) of Section 203A(2) of the Act, but is registered as
an investment advisor under the laws of the state (referred to in paragraph (1) of Section 203A of the Act) in which it maintains its principal office and place of business, and, at the
time the fiduciary last filed the registration form most recently filed by the fiduciary with such state in order to maintain the fiduciary's registration under the laws of such state, also filed a
copy of such form with the Secretary of Labor, (III) is a bank as defined in that Act, or (IV) is an insurance company qualified to manage, acquire or dispose of any assets of the Plan
under the laws of more than one state, and (iii) has acknowledged in writing that he/she is a fiduciary with respect to the Plan. The Committee shall notify the Trustee in writing of the
appointment of such Investment Manager and cause such Investment Manager to acknowledge to the Trustee in writing that such Investment Manager is a fiduciary with respect to the Plan. If the foregoing
conditions are met, such Investment Manager shall have the power to manage, acquire or dispose of any Trust assets. No Investment Manager shall issue directions in violation of the Plan or prohibited
by the fiduciary responsibility rules of ERISA.

7.10Insurance or Annuity Contracts.    Some or all of the assets of the Plan may be held pursuant to
insurance or annuity contracts or policies with one or more Insurance Companies which are qualified to do business as an insurance company under the laws of more than one state. Such contracts or
policies may include a contract providing for or guaranteeing a specified rate of interest or return.
Each contract described in this Section 7.10 may be executed and held either by a Trustee described in Section 7.08 or, if the Committee so elects, by the Committee.

7.11Expenses of Trust.    The expenses of the Trust, including those relating to reporting
obligations, shall be borne by the Participating Companies. The fees and expenses of the Trustee, the Insurance Company, and the Investment Manager, if any, shall be borne by the Participating
Companies. Brokerage fees, commissions, stock transfer taxes and other charges and expenses incurred in connection with transactions relating to the acquisition or disposition of property for the
Trust and distributions from the Trust, shall be borne by the Trust assets as specified in Section 12.11. Taxes incurred as a result of unrelated business taxable income will be charged to the
Newhall Fund.

7.12Voting of Securities in Trust.    Subject to Section 7.06, each Trustee and Insurance
Company shall have the authority to exercise any voting rights relating to stock and securities held in its respective portion of the Trust, except that an Investment Manager may exercise voting
rights with respect to those securities which are managed by such Investment Manager by complying with such procedures as the Committee or the Trustee shall determine.

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ARTICLE VIII

ACCOUNTS AND VALUATION

8.01Participant Accounts.



8.02Crediting of Contributions.    Rollover Contributions and Basic Employer Contributions shall be
credited to a Participant's Account for the respective Funds as soon as practicable following their receipt by the Trust.

8.03Adjustment of Accounts.    As of each Accounting Date, the Committee shall determine the fair
market value of trust assets and shall adjust each Participant's Accounts as follows:



8.04Statements.    As soon as practicable after the last Accounting Date in each Plan Year, the
Committee shall furnish each Participant with a statement showing his Account balances in the respective Funds as of such Accounting Date.

8.05Value of Accounts.    The value of an Account on any date shall be deemed to be the net credit
balance of such Account on the Accounting Date immediately preceding or coincident with the date as of which such value is to be determined, increased by any contributions to, and reduced by any
distributions or withdrawals from or forfeitures made with respect to, such Account since such Accounting Date.

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ARTICLE IX

WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT

9.01Withdrawals from Employee Contribution Account.



9.02Withdrawals from Basic Employer Contribution Account.



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9.03Withdrawals by Certain Participants.



9.04Loans to Participants.    Upon approval of his or her application by the Committee (in
accordance with the procedure and criteria set forth in subsection (a)), a Participant may borrow from the Trust an amount as specified in subsection (b), upon the terms and conditions set forth in
subsection (d).



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In
determining the limitations set forth in clauses (i) and (ii) above, the Committee may, in its discretion, substitute a more recent date for the most recent Accounting
Date, provided that such substitution shall apply to all loans made from the date of such Committee action to the next Accounting Date.



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9.05Suspension.    Any Participant who makes a withdrawal pursuant to Section 9.02 or 9.03
shall become a Suspended Participant for all purposes under the Plan for a period of 12 months beginning on the date of receipt of the withdrawal. Provided, however, that the suspension shall
terminate only upon such Participant's written notice to his employer that the 12-month suspension period has elapsed.

ARTICLE X

VESTING

10.01Vesting.



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ARTICLE XI

DISTRIBUTIONS

11.01General.    Upon the termination of employment of a Participant (severance from
employment with respect to distributions on and after January 1, 2002), except by death:



11.02Form of Distribution.



11.03Death of Participant.



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11.04Required Distributions to Certain Participants.



11.05Proof of Death and Right of Beneficiary.    The Committee may require and rely
upon such proof of death and such evidence of the right of any Beneficiary to receive the Vested Value of the Accounts of a deceased Participant as the Committee may deem proper, and its determination
of death and of the right of such Beneficiary to receive payment shall be conclusive.

ARTICLE XII

ADMINISTRATION OF THE PLAN

12.01The Board and the Committee.



12.02Organization of Committee.



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12.03Powers and Duties.    The Committee shall have full discretionary authority to
administer and interpret the Plan, including discretionary authority to determine eligibility for participation and benefits under the Plan. The Committee may, however, delegate such discretionary
authority and such duties and responsibilities as it deems appropriate to facilitate the day-to-day administration of the Plan
as set forth in Section 12.10. Any determination by the Committee or the Committee's delegate shall be final and conclusive upon all persons. The Committee's duties shall include, but not be
limited to, the following:



12.04Uniform Administration.    Whenever in the administration of the Plan any action
is required by the Committee, including, but not limited to, action with respect to valuation, such action shall be uniform in nature as applied to all persons similarly situated and no such action
shall be taken which will discriminate in favor of officers, shareholders or highly compensated Participants.

12.05Benefit Claims Procedures.



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12.06Liability of Committee Members.    No member of the Committee will be liable for
any act of omission or commission except as expressly provided by ERISA.

12.07Indemnity.    The Committee and the individual members thereof shall be
indemnified by the Company against any and all liabilities arising by reason of any act or failure to act made in good faith pursuant to the provisions of the Plan, including expenses reasonably
incurred in the defense of any claim relating thereto.

12.08Reliance on Reports and Certificates.    The Committee will be entitled to rely
conclusively upon all certificates, opinions and reports which will be furnished by an accountant, controller, counsel or other person who is employed or engaged for such purposes.

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12.09Member's Own Participation.    No member of the Committee may act, vote or otherwise influence
a decision of the Committee specifically relating to his own participation under the Plan.

12.10Delegation of Responsibility.    The Committee from time to time may allocate to one or more of
its members and may delegate to any other persons or organizations any of its rights, powers, duties and responsibilities with respect to the operation and administration of the Plan and may employ,
and authorize any person to whom any of its fiduciary responsibility has been delegated to employ, persons to render advice with regard to any fiduciary responsibility held thereunder; provided,
however, that: (i) no person shall be employed to exercise discretion with respect to investments except as set forth in Section 7.09; and (ii) the power to select or establish
investment funds or vehicles and prescribe rules for allocation of Accounts among such funds or vehicles under Section 12.03(c) shall not be delegated. Any such allocation and delegation shall
be reviewed at least annually by the Committee and shall be terminable upon such notice as the Committee, in its sole discretion, deems reasonable and prudent under the circumstances.

12.11Expenses.    Any brokerage commissions, transfer taxes and other charges and expenses in
connection with the purchase and sale of securities or other property for a Fund shall be charged to that Fund. Any taxes payable with respect to a Fund shall likewise be charged to that Fund. Any
other investment management or trustee expenses associated with the administration of the Plan other than those stated above shall be charged ratably to each Participating Company and shall not be
charged to the Trust.

ARTICLE XIII

AMENDMENT AND TERMINATION

13.01Amendment.    The Plan, any Trust Agreement, and any contract described in Section 7.10
may be amended at any time and from time to time by an instrument in writing executed pursuant to authority granted by the Board. Any such amendment shall be effective on the date specified therein
without notice to Participants and beneficiaries. Notwithstanding the foregoing, however, no such amendment shall:



13.02Termination.    The Plan and Trust hereunder is purely voluntary on the part of the Company and
each Participating Company, and the Company and each Participating Company hereby reserves the right in its sole discretion (subject to the consent of the Board) to discontinue its contributions to
the Plan or to terminate the Plan, the Trust Agreement, each contract described in Section 7.10, and the Trust hereunder with respect to its Employees. For the purposes of this Section, a
partial termination shall be deemed to occur only if an event is determined to be a partial termination within the meaning of Section 411(d)(3)(A) of the Code, where such determination is
either (i) made or agreed to by the Committee, or (ii) made by the Internal Revenue Service and approved by a final decision of a court of competent jurisdiction. Upon complete
termination or partial termination of the Plan, benefits shall be distributed to such Participants as may be affected, as soon as practicable; provided, however, that no amount in an ESOP Account
representing the proceeds of sale of stock of The Newhall Land and Farming Company, a corporation (or of depositary receipts received in exchange for such stock) shall be distributed until permitted
under Section 409(d) of the Code.

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13.03Successors.    In case of the merger, consolidation, liquidation, dissolution or reorganization
of a Participating Company, or the sale by a Participating Company of all or substantially all of its assets, provision may be made in written agreement between the Company and any successor
corporation or other entity acquiring or receiving a substantial part of such Participating Company's assets, whereby the Plan, each Trust Agreement and each contract described in Section 7.10
will be continued by the successor. If the Plan is to be continued by the successor, then effective as of the date of the applicable event the successor shall be substituted for the Participating
Company under the Plan and the Trust Agreement. The substitution of a successor for a Participating Company shall not constitute a termination of the Plan for any purpose.

13.04Merger or Transfer of Plan Assets.    No merger or consolidation with, or transfer of assets or
liabilities of the Plan to, any other plan shall occur unless each Participant in the Plan would, if the Plan terminated immediately after such merger, consolidation, or transfer of assets or
liabilities, receive a benefit equal to or greater than the benefit that he would have been entitled to receive immediately before such merger, consolidation or transfer if the Plan had then
terminated.

13.05Effect of Amendments by Participating Companies.    Except for technical amendments, an
amendment to the Plan shall be binding upon a Participating Company and its employees when approved in writing by the Participating Company.

ARTICLE XIV

MISCELLANEOUS

14.01Source of Payment.    Benefits under the Plan shall be payable only out of the Trust, and no
Participating Company shall have any legal obligation, responsibility or liability to make any direct payment of benefits under the Plan. Neither the Participating Companies, the Trustee nor the
Insurance Company guarantees the Trust against any loss or depreciation or guarantees the payment of any benefits hereunder. No persons shall have any rights under the Plan with respect to the Trust,
or against the Trustee, Insurance Company, Company or any Participating Company, except as specifically provided for herein.

14.02Inalienability of Benefits.



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14.03No Right to Employment.    Nothing contained herein nor any action taken under the provisions
hereof shall be construed as giving any Employee the right to be retained in the employ of his employer.

14.04Payments to Minors or Incompetents.    If a Participant or Beneficiary entitled to receive
payments hereunder is a minor or is deemed by the Committee or is adjudged to be legally incapable of giving valid receipt and discharge for such payments, they will be paid to such persons as the
Committee might designate or to the duly appointed guardian or conservator. Any such payment shall be made for the account of such person and shall discharge the Plan of any liability therefor.

14.05Return of Contributions.    This Plan is intended to qualify, and the Trust is intended to be
exempt from tax, under the provisions of Section 401(a) and Section 501(a) of the Code, and all contributions hereunder are intended to be deductible under Section 404 of the
Code. Therefore, all assets held by the Trustee or held by any Insurance Company must be held for the exclusive benefit of the Participants and their Beneficiaries, and such assets may never revert to
or inure to the benefit of a Participating Company except under the conditions set forth in Section 5.04.

14.06Eligible Rollover Distribution.



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14.07Applicable Law.    The Plan shall be construed, administered and governed in all respects in
accordance with ERISA and other pertinent federal laws and in accordance with the laws of the State of California to the extent not preempted by ERISA; provided, however, that if any provision is
susceptible of more than one interpretation, such interpretation shall be given thereto as is consistent with the Plan being a qualified employees' pension plan within the meaning of the Code. If any
provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan shall continue to be fully effective.

14.08USERRA 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 Section 414(u) of the Code.

14.09Lost Participants.    Notwithstanding Section 5.05, if a Plan benefit remains unpaid for
five years from the date it becomes payable because the Committee, exercising due diligence, cannot locate the recipient, the benefit will be forfeited and used for other Plan purposes, including
reduction of Participating Company contributions to the Plan. On presentation of an authenticated claim, by the recipient or the recipient's representative, amounts forfeited will be restored, without
earnings, from a contribution made by the Participating Company designated by the Committee.

ARTICLE XV

TOP-HEAVY RULES

15.01Definitions.    For purposes of this Article XV, the following terms shall have the
meanings indicated:



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39

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15.02Top-Heavy Status.



15.03Minimum Benefit.



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15.04Earnings Limit.    With regard to any Plan Year for which the Plan is Top-Heavy
with respect to a particular Participating Company, neither the annual Remuneration nor the annual Earnings of any Participant from such Participating Company and all its Related Companies taken into
account for any purpose under the Plan (other than for the purposes of Sections 5.03) shall exceed the limit in effect under Section 401(a)(17) of the Code (as adjusted by the Commissioner for
increase in cost of living for such year).

15.05Limitation on Annual Additions.    With regard to any Plan Year for which the Plan would be
Top-Heavy with respect to a particular Participating Company if "ninety percent (90%)" were substituted for "sixty percent (60%)" each place it appears in Section 15.02,
Section 5.04 shall be modified by substituting "1.0" in place of "1.25" in the definitions of "Defined Contribution Fraction" and "Defined Benefit Fraction" with respect to such Participating
Company and its Related Companies,
provided that in no event shall the accrued benefit or account balance of any Participant be reduced below the amount of such accrued benefit or account balance immediately before the Plan becomes
Top-Heavy with respect to such Participating Company.

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ARTICLE XVI

EXECUTION

To
record the adoption of this amendment and restatement, Newhall Management Corporation, a California corporation, managing general partner of Newhall Management Limited Partnership, a California
limited partnership, managing general partner of The Newhall Land and Farming Company, a California limited partnership, has caused this Plan to be executed on behalf of such partnership by its duly
authorized officer this15thday ofOctober, 2002.

| |  | THE NEWHALL LAND & FARMING COMPANY
(A CALIFORNIA LIMITED PARTNERSHIP)
| |  | ---------------------------------------------------------------------
| |  |                                                                      
| |  | By:                                                                  
| |  |                                                                      
| |  | By:                                                                  
| |  |                                                                      
| |  | By                                                                   
| |  | Its                                                                  
| |  |                                                                      

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