EXHIBIT 10

SEVERANCE AND CONSULTING AGREEMENT

This Severance and Consulting Agreement ("Agreement") is entered into and effective as of March 21, 2001, between The Newhall Land and Farming Company
(a California Limited Partnership) ("NLF") and Thomas L. Lee ("Lee"). NLF's ultimate managing general partner is Newhall Management Corporation ("NMC") and where appropriate will be referred together
with NLF as the "Company." The Company and Lee are referred to in this Agreement as the "Parties."

RECITALS

WHEREAS,
Lee is currently employed as the Company's and NMC's Chief Executive Officer and Chairman of the Board of Directors ("Board");

WHEREAS,
Lee has decided to retire and to voluntarily resign his employment with the Company as well as all of the positions he holds with the Company, including those specifically
mentioned above;

WHEREAS,
the Company has agreed to accept Lee's resignation and wishes to retain his services thereafter on a consulting basis;

WHEREAS,
Lee has agreed to perform services for NLF on a consulting basis; and

WHEREAS,
the Parties wish to set forth in this Agreement all of the terms and conditions of Lee's severance, his subsequent retention as a Consultant and all other matters of every
nature whatsoever between them;

NOW,
THEREFORE, the Parties, in consideration of the mutual covenants contained herein, and for other valuable consideration received, hereby agree as follows:

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Resigned Positions

Effective Date of Resignation(1) Chief Executive Officer

March 21, 2001(2) Employee, Chairman of the Board, Member of the Company's Management Committee, Director in the Valencia Town Center Hotel Company, Director in the TP Golf Company as well as any and all other positions
held

March 31, 2001(3) Member of the Board

July 18, 2001




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WHEREFORE,
the Parties have executed this Agreement on the dates provided hereinafter.

|                      |  |                                                                         |  |                                                                     
|--------------------- |  | ----------------------------------------------------------------------- |  | --------------------------------------------------------------------
|                      |  |                                                                         |  |                                                                     
|DATED: March 22, 2001 |  | EMPLOYEE:                                                              
|                      |  | /s/THOMAS L. LEE                                                       
|                      |  |                                                                        
|                      |  | Thomas L. Lee                                                          
|DATED: March 22, 2001 |  | THE NEWHALL LAND AND FARMING
COMPANY (a California Limited Partnership)
|                      |  | By:                                                                     |  | Newhall Management Limited Partnership, its
Managing General Partner
|                      |  | By:                                                                     |  | Newhall Management Corporation, its
Managing General Partner        
|                      |  | By:                                                                     |  | /s/GARY M. CUSUMANO                                                 
|                      |  |                                                                         |  |                                                                     
|                      |  |                                                                         |  | Gary M. Cusumano, President                                         

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[NEWHALL LAND LETTERHEAD]
ADDENDUM A

, 2001

PERSONAL AND CONFIDENTIAL

Gary
Cusumano
President
The Newhall Land and Farming Company
and Newhall Management Corporation
23823 Valencia Boulevard
Valencia, California 91355



Dear
Gary:

I
hereby tender to you my resignation of employment along with my resignation of the following positions to be effective at the close of business on the date listed next to the
applicable position or positions:

Resigned Positions

Effective Date of Resignation(1) Chief Executive Officer

March 21, 2001(2) Employee, Chairman of the Board, Member of the Company's Management Committee, Director in the Valencia Town Center Hotel Company, Director in the TP Golf Company as well as any and all other positions
held

March 31, 2001(3) Member of the Board

July 18, 2001


Your
acceptance of this letter will confirm your acceptance of my resignation of those positions and my employment effective those dates.

Should
you need me to sign any additional documents or paperwork to cause the foregoing to be completed, I will be happy to do so.

| |  | Very truly yours,
| |  | -----------------
| |  |                  
| |  |                  

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ADDENDUM B
MUTUAL GENERAL RELEASES

This Addendum to the Severance and Consulting Agreement of Thomas L. Lee ("Agreement") is made and entered into this 31st day of March 2001 by and
between Thomas L. Lee ("Lee"), and The Newhall Land and Farming Company (a California Limited Partnership) ("Company"). Lee and the Company are hereinafter sometimes referred to collectively as "the
Parties." This agreement ("Mutual General Releases") is made for the purpose of settling and compromising all of the claims, disputes and controversies between the Parties arising from any cause
whatsoever on or prior to the date of Lee's execution of the Mutual General Releases. So as to avoid any doubt, the mutual releases contained herein, do not in any manner amend the terms of, or affect
the Company's obligations, under that certain amended Indemnification Agreement dated November 14, 1990 between Lee and the Company.

NOW,
THEREFORE, the Parties hereto for the consideration set forth in the Agreement, which is by this reference incorporated herein, mutually agree as follows:

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The
Parties, and each of them, waive and relinquish any right or benefit which they have or may have under Section 1542 of the Civil Code of the State of California or any
similar provision of statutory or non-statutory law of this or any other jurisdiction to the full extent that they may lawfully waive all such rights and benefits pertaining to the subject
matter of the Agreement and the Mutual General Releases. In connection with such waiver and relinquishment, the Parties, and each of them, acknowledge that they are aware that any legal counsel that
they may retain may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to the subject matter of the Mutual General Releases,
but that it is their intention hereby to fully, finally and forever settle and release all the released matters, disputes and differences, known and unknown, suspected or unsuspected, which now exist,
may exist, or heretofore has existed, between them. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete general releases notwithstanding the
discovery and existence of any such additional or different claims or facts.

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|                    |  |                                                                         |  |                                                                     
|------------------- |  | ----------------------------------------------------------------------- |  | --------------------------------------------------------------------
|                    |  |                                                                         |  |                                                                     
|DATED:            , |  | EMPLOYEE:                                                              
|                    |  |                                                                        
|                    |  |                                                                        
|                    |  | Thomas L. Lee                                                          
|DATED:            , |  | THE NEWHALL LAND AND FARMING
COMPANY (a California Limited Partnership)
|                    |  | By:                                                                     |  | Newhall Management Limited Partnership, its
Managing General Partner
|                    |  | By:                                                                     |  | Newhall Management Corporation, its
Managing General Partner        
|                    |  | By:                                                                     |  |                                                                     
|                    |  |                                                                         |  |                                                                     
|                    |  |                                                                         |  | Gary M. Cusumano, President                                         

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ADDENDUM C
CONSULTING AGREEMENT OF THOMAS L. LEE

This Consulting Agreement is made and entered into on April 1, 2001 by and between Thomas L. Lee ("Consultant") and The Newhall Land and Farming Company
(a California Limited Partnership) ("Company"). Consultant and the Company are hereinafter sometimes referred to collectively as "the Parties." This Consulting Agreement is being entered into as an
addendum to the Severance and Consulting Agreement of Thomas L. Lee ("Agreement").

RECITALS

WHEREAS,
Consultant was employed by the Company for many years and was its Chief Executive Officer and Chairman of the Board of Directors of The Newhall Management Corporation, its
ultimate managing general partner;

WHEREAS,
on or before March 31, 2001, Consultant resigned his employment and positions with the Company; and

WHEREAS,
the Company desires to take advantage of Consultant's extensive experience and retain him as a consultant.

NOW,
THEREFORE, in consideration of the foregoing, the terms and covenants set forth herein, and the benefits provided in the Agreement, the Company and Consultant hereby agree as
follows:



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IN
WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the day and year first above written.

|              |  |                                                                         |  |                                          
|------------- |  | ----------------------------------------------------------------------- |  | -----------------------------------------
|              |  |                                                                         |  |                                          
|              |  | THE NEWHALL LAND AND FARMING
COMPANY (a California Limited Partnership)
|              |  | By:                                                                     |  | NEWHALL MANAGEMENT LIMITED               
|CONSULTANT:   |  |                                                                         |  | PARTNERSHIP, its Managing General Partner
|              |  | By:                                                                     |  | NEWHALL MANAGEMENT                       
|              |  |                                                                         |  | CORPORATION, its Managing General Partner
|              |  | By:                                                                     |  |                                          
|              |  |                                                                         |  |                                          
|Thomas L. Lee |  |                                                                         |  | Gary M. Cusumano, President              

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