Exhibit 10.b

THE NEWHALL LAND AND FARMING COMPANY
2002 EQUITY COMPENSATION PLAN

This Newhall Land and Farming Company 2002 Equity Compensation Plan (the "Plan") is implemented as of September 1, 2002 (the "Effective Date"), to enable
The Newhall Land and Farming Company (a California Limited Partnership) (the "Partnership"), to offer Options, appreciation rights, restricted units and unit rights ("Awards") to employees of the
Partnership and any affiliates thereof as an incentive for them to remain in the service of the Partnership (or its affiliated entities). In addition, this Plan provides for automatic grants to
non-employee members of the Board of Directors of the managing general partner or its managing general partner ("Board").

The
Plan will become effective and will supercede The Newhall Land and Farming Company 1995 Option/Award Plan, as amended (the "1995 Plan") on the Effective Date. Awards granted under
the 1995 Plan and The Newhall Land and Farming Company Option, Appreciation Rights and Restricted Units Plan, as amended and restated (together with the 1995 Plan, the "Prior Plans") will continue in
accordance with the terms of the agreements evidencing such Awards and the Prior Plans. No further awards will be granted under the Prior Plans.

ARTICLE I.

DEFINITIONS

"1933
Act" shall mean the Securities Act of 1933.

"1934
Act" shall have the meaning set forth in Paragraph 2.1.

"1995
Plan" shall have the meaning set forth in the Preamble.

"Affiliate"
shall have the meaning set forth in Rule 12b-2 of the 1933 Act, reading the term "registrant" to mean the Partnership.

"Associate"
shall have the meaning set forth in Rule 12b-2 under the 1933 Act, reading the term "registrant" to mean the Partnership, except that "Associate", as used
herein, shall not include any relative or spouse of such Person, or any relative of such spouse, who is also a director or officer of the managing general partner or its managing general partner,
merely because of such directorship or officership).

"Automatic
Option" shall have the meaning set forth in Paragraph 4.1.

"Awards"
shall have the meaning set forth in the Preamble.

"Beneficial
Owner" shall mean, with respect to any Person, any Partnership interest or other ownership interest (i) which such Person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; (ii) with regard to which such Person or any of its Affiliates or Associates, has, directly or indirectly, (A) the right to acquire (whether
such right is exercisable immediately or subject only to the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (B) the right to vote pursuant to any agreement, arrangement or understanding; or (iii) which is beneficially owned, directly or indirectly, by any
other Person with which such Person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any Partnership
interest.

"Black-Scholes
Value" shall mean 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

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pricing formula in a manner consistent with the methodology employed in the Partnership's annual report to partners.

"Board"
shall have the meaning set forth in the Preamble.

"Change
in Control" shall occur when (i) any Person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Partnership or an entity
owned directly or indirectly by the holders of depositary units of the Partnership in substantially the same proportions as their ownership of depositary units of the Partnership, becomes the
Beneficial Owner, directly or indirectly, of securities representing 25% or more of the total voting power represented by the Partnership's then outstanding voting securities, which has not been
approved by the Continuing Managing General Partner; or (ii) the Continuing Managing General Partner is removed.

"Committee"
shall have the meaning set forth in Paragraph 2.1.

"Continuing
Managing General Partner" means (i) the managing general partner that was serving as managing general partner prior to the Change in Control, or (ii) any
successor of the managing general partner that is recommended to succeed the managing general partner by the managing general partner in clause (i).

"Director"
shall mean any Person that is a member of the Board of Directors of Newhall Management Corporation, the managing general partner of the Partnership's managing general partner.

"Effective
Date" shall have the meaning set forth in the Preamble.

"Exercise
Date" shall mean the date on which written notice of the exercise of an Option is delivered to the Partnership for purposes of Paragraph 1.3.C(2). In all other cases,
the Exercise Date is the date on which written notice and actual payment is received by the Partnership.

"Expiration
Date" shall have the meaning set forth in Paragraph 4.1.C(2).

"Fair
Market Value" shall mean with respect to a depositary unit:

(i)    If
the depositary units are at the time listed or admitted to trading on any stock exchange, the "Fair Market Value" of the depositary unit will be its closing selling
price, as quoted on the New York Stock Exchange Composite Tape, on the date in question. If there is no quotation available for such day, then the Fair Market Value shall be the closing selling price
on the next preceding day for which such quotation exists.

(ii)  If
the depositary units are not at the time listed or admitted to trading on any stock exchange but are traded on the NASDAQ National Market System, the Fair Market
Value shall be the closing selling price per depositary unit on the date in question, as such price is reported by the National Association of Securities Dealers through the NASDAQ National Market
System or any successor system. If there is no closing selling price for the depositary units on the date in question, then the Fair Market Value shall be closing selling price on the next preceding
day for which such quotation exists.

(iii)  If
the depositary units are at the time neither listed nor admitted to trading on any stock exchange nor traded on the NASDAQ National Market System, then the Fair
Market Value will be determined by the Committee after taking into account such factors as the Committee deems appropriate; provided, however, that if the depositary units are to be issued to a
Director, then the Fair Market Value will be determined by an independent third party and the Committee shall have no authority to determine the Fair Market Value in accordance with the next sentence.

If
the Committee determines that the above methods of calculation do not accurately reflect the Fair Market Value of a depositary unit on a relevant day, it may determine the Fair Market
Value on any relevant day in accordance with such method of valuation as it determines to be reasonable and appropriate.

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"Independent
Director" shall have the meaning set forth in Paragraph 3.1.

"Option"
shall have the meaning set forth in Paragraph 3.2.A.

"Partnership"
shall have the meaning set forth in the Preamble.

"Person"
shall mean any individual, firm, company or other entity and shall include any group comprised of any Person and any other Person with whom such Person or an Affiliate or
Associate of such Person has any agreement, arrangement or understanding, directly or indirectly, for the purposes of acquiring, holding, voting or disposing of Partnership interests.

"Plan"
shall have the meaning set forth in the Preamble.

"Prior
Plans" shall have the meaning set forth in the Preamble.

"Retirement",
with respect to all Automatic Option Grants, shall occur on the first day an Independent Director ceases to serve as an Independent Director after serving as an Independent
Director for at least five (5) years.

"Structural
Transaction" shall mean any of the following transactions to which the Partnership is a party: (i) a merger or consolidation in which the Partnership is not the
surviving entity; (ii) any other merger or consolidation of the Partnership with any other entity, approved by the holders of the voting securities of the Partnership, other than a merger or
consolidation which would result in the voting securities of the Partnership outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least 75% of the total voting power represented by the voting securities of the Partnership or such surviving entity outstanding immediately after such
merger or consolidation; (iii) a sale, transfer or other disposition of all or substantially all of the Partnership's assets (in one transaction or a series of transactions); or (iv) the
complete liquidation or dissolution of the Partnership.

"Taxes"
shall mean all Federal, state and local employment and income taxes and any other tax the Partnership may be obligated to withhold with respect to any Award.

ARTICLE II.

GENERAL PROVISIONS

2.1ADMINISTRATION OF THE PLAN.The Plan will be administered by a committee or
committees (which term includes subcommittees) appointed by, and consisting of three or more members of, the Board (the "Committee"). The composition of any Committee responsible for administration of
the Plan with respect to Persons who are subject to the restrictions of Section 16(b) of the Securities Exchange Act of 1934 ("1934 Act") shall comply with the applicable requirements of
Rule 16b-3 of the 1934 Act (or a successor provision) with respect to securities of the Partnership. The Board may delegate the responsibility for administration of the Plan with
respect to designated classes of grantees to different Committees, subject to such limitations as the Board deems appropriate. The members of a Committee will serve for such term as the Board may
determine, and are subject to removal by the Board at any time. Any Committee appointed by the Board shall have full authority to administer the Plan within the scope of its delegated
responsibilities, including authority to interpret and construe any relevant provision of the Plan and to adopt such rules and regulations, as it may deem necessary. Decisions of a Committee made
within the discretionary authority delegated to it by the Board are final and binding on all Persons who have an interest in the Plan. With respect to any matter, the term "Committee" refers to the
Committee that has been delegated authority with respect to such matter, or the Board if no Committee has been appointed.

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2.2DEPOSITARY UNITS.



ARTICLE III.

DISCRETIONARY AWARDS

3.1ELIGIBILITY.Awards may be granted under this Article III to those employees
(including officers, whether or not they are Directors) who provide services to the Partnership and its affiliated entities as the Committee from time to time selects. However, in no event shall an
Award be made under this Article III to an individual who is a non-employee Board member ("Independent Director").

3.2OPTIONS.



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3.3APPRECIATION RIGHTS.Upon such terms, conditions and restrictions as the Committee
shall determine in its discretion, an appreciation right shall consist of the right to receive an appreciation distribution in an amount equal to the difference between (1) the Fair Market
Value of one depositary unit on the date of the exercise of the right and (2) an amount not less than the Fair Market Value of one depositary unit on the date that the right is granted (or, in
the case of an appreciation right granted in tandem with or in substitution for a previously granted Option, an amount not less than the Fair Market Value of a depositary unit on the date that the
Option was granted). The appreciation distribution may be made in the form of depositary units, cash or a combination thereof. An appreciation right may provide for the payment, either currently or at
the time of exercise, of distribution equivalents for the period the right is held before exercise, subject to such requirements and limits as the Committee may specify. Appreciation rights will be
evidenced by instruments in such form as the Committee may from time to time approve. No appreciation right shall have a maximum term in excess of ten years.

3.4RESTRICTED UNITS.Restricted units granted under the Plan consist of depositary
units (together with cash distributions if so determined by the Committee), the retention and transfer of which are subject to such terms, conditions and restrictions (whether based on performance
standards or periods of service or otherwise and including repurchase and/or forfeiture rights in favor of the Partnership) as the Committee shall determine in its discretion. The terms, conditions
and restrictions to which restricted units are subject will be evidenced by such instructions as the Committee may from time to time approve and may vary from grant to grant. The Committee has the
absolute discretion to determine whether any consideration (other than the services of the potential grantee) is to be received by the Partnership or its affiliates as a condition precedent to the
issuance of restricted units.

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The
Committee may require a grantee to receive a portion of the total value, or the total value of the depositary units subject to restricted units in the form of a cash payment, subject
to such terms, conditions and restrictions as the Committee may specify.

3.5UNIT RIGHTS.Unit rights granted under the Plan consist of the right, subject to
such terms, conditions and restrictions as the Committee may determine (including, but not limited to performance standards) to receive a depositary unit. Unit rights will be evidenced by such
instruments as the Committee may from time to time approve. The Committee has the absolute discretion to determine whether any consideration (other than the services of the potential grantee) is to be
received by the Partnership as a condition precedent to the issuance of depositary units pursuant to unit rights. The terms, conditions and restrictions to which unit rights are subject may vary from
grant to grant.

The
Committee may require a grantee to receive a portion of the total value, or the total value of the depositary units subject to unit rights in the form of a cash payment, subject to
such terms, conditions and restrictions as the Committee may specify.

3.6REPURCHASE RIGHTS.The Committee may in its discretion determine that it shall be a
term and condition of one or more Awards exercised under the Plan that the Partnership or its assigns will have the right, exercisable upon the grantee's separation from service with the Partnership
and/or its affiliates, to repurchase any or all of the depositary units previously acquired by the grantee upon the exercise of that Award. Any such repurchase right will be exercisable on such terms
and conditions (including the establishment of the appropriate vesting schedule and other provisions for the expiration of the repurchase right in one or more installments) as the Committee may
specify in the instrument evidencing the right. The Committee will also have full power and authority to provide for the automatic termination of repurchase rights, in whole or in part.

3.7ADJUSTMENTS UPON CHANGES IN PARTNERSHIP STRUCTURE OR CONTROL.



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3.8ELECTIVE AND TANDEM AWARDS.The Committee may grant Awards independently of other
compensation or in lieu of other compensation whether at the election of the potential grantee or otherwise. The number of depositary units subject to Options, appreciation rights, restricted units or
unit rights to be awarded in lieu of other compensation will be determined by the Committee in its sole
discretion and need not be equal to the foregone compensation's Fair Market Value. In addition, Awards may be granted in tandem, so that a portion of the Award becomes payable or becomes free of
restrictions only if and to the extent that the tandem Award is not exercised or is forfeited, subject to such terms and conditions as the Committee may specify.

3.9WITHHOLDING.The Committee may require or permit, in its discretion and upon such
terms and conditions as it may deem appropriate (including the applicable safe-harbor provisions of Rule 16b-3) to have the Partnership withhold, from the depositary
units otherwise issuable pursuant to such Award, one or more of such depositary units with an aggregate Fair Market Value equal to the Taxes incurred in connection with the acquisition of such
depositary units. All Award grantees shall be deemed to have consented to such withholding upon acceptance of an Award. Grantees under the Plan may also be granted the right to deliver previously
acquired depositary units held for the requisite period to avoid a charge to earnings in satisfaction of such Taxes. The withheld or delivered depositary units will be valued at Fair Market Value
determined at the time of withholding.

3.10CANCELLATION AND NEW GRANT OF AWARDS.The Committee shall have the authority to
effect, at any time and from time to time, with the consent of the affected grantees, the cancellation of any or all outstanding Awards under this Article III and to grant in substitution
therefore new Awards under the Plan covering the same or different number and class of depositary units but (if the Award is an Option) having a price per depositary unit not less than the Fair Market
Value on the new grant date.

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ARTICLE IV.

GRANTS TO INDEPENDENT DIRECTORS

4.1AUTOMATIC OPTION GRANTS.Independent Directors who are serving on the Board will
automatically be granted an Option ("Automatic Option") for the number of depositary units set forth below (subject to adjustment under Paragraphs 2.2.C and 3.7 of this Plan) on the dates and terms
set forth below.



4.2UNIT FEE PROGRAM.



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4.3OPTION FEE PROGRAM.



ARTICLE V.

MISCELLANEOUS

5.1AMENDMENT AND TERMINATION.



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5.2EFFECTIVE DATE AND TERM.



5.310% OWNER.Notwithstanding any other provision of this Plan, in the event the
recipient of an Award is the owner of interests representing more than 10% of the total combined voting power of all classes of securities of the Partnership, then the exercise price or purchase price
with respect to such Award, as the case may be, shall be no less than 110% of the Fair Market Value of a depositary unit multiplied by the relevant number of units.

5.4TAX WITHHOLDING.The Partnership's obligation to deliver depositary units or cash
upon the exercise of Awards under the Plan is subject to the satisfaction of all applicable Federal, state and local income and employment tax withholding requirements.

5.5TRANSFERABILITY.During the lifetime of the grantee, Awards will be exercisable only
by the grantee and will not be assignable or transferable by the grantee otherwise than by will or by the laws of descent and distribution following the grantee's death. However, an Award may permit
the grantee to designate a beneficiary or beneficiaries, who may exercise the Award and/or receive compensation under the Award after the grantee's death.

5.6USE OF PROCEEDS.Any cash proceeds received by the Partnership from the sale of
depositary units pursuant to Awards under the Plan will be useful for general Partnership purposes.

5.7REGULATORY APPROVALS.The implementation of the Plan, any Awards under the Plan, and
the issuance of depositary units pursuant to any Award is subject to the procurement by the Partnership of all approvals and permits required by regulatory authorities having jurisdiction over the
Plan, Awards made under the Plan, and depositary units issued pursuant to the Plan.

5.8NO EMPLOYMENT/SERVICE RIGHTS.Neither the establishment of this Plan, nor any action
taken under the terms of this Plan, nor any provision of this Plan will be construed to grant any individual the right to remain in the employ or service of the Partnership (or any parent, subsidiary
or affiliated entity) for any period of specific duration, and the Partnership (or any parent, subsidiary or affiliated entity retaining the services of such individual) may terminate such
individual's employment or service at any time and for any reason, with or without cause. Nothing contained in this Plan or in any Award under this Plan will affect any contractual rights of an
employee pursuant to a written employment agreement.

5.9GOVERNING LAW.To the extent not otherwise governed by federal law, the Plan and its
implementation shall be governed by and construed in accordance with the laws of the State of California.

5.10GENDER.Whenever the masculine gender is used in this Plan it shall include the
feminine and neutral genders and vice versa.

5.11PARTICIPATION AND ELIGIBILITY.All of the full-time employees
(including officers) of the Partnership who are "exempt employees," as defined under the Fair Labor Standards Act of 1939, and Directors are eligible to receive Awards under the Plan. More than 50% of
the depositary units underlying Awards granted pursuant to the Plan during any three-year period will be granted to eligible persons other than officers (as defined in
Rule 16a-1(f) of the 1934 Act Rules) or Directors.

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DEFERRED BONUS

THE NEWHALL LAND AND FARMING COMPANY

NOTICE OF DEFERRAL OF PARTNERSHIP UNITS
RECEIVED IN LIEU OF CASH BONUS AND GRANT OF UNIT RIGHTS

Notice is hereby given of the following grant of a right to receive The Newhall Land and Farming Company (a California Limited Partnership) (the "Partnership")
Partnership Units ("Unit Rights") pursuant to the terms of The Newhall Land and Farming Company Management Unit Ownership Program, as amended ("MUOP") and The Newhall Land and Farming Company 2002
Equity Compensation Plan (the "Plan"):

Grantee:_________________________________________________________________________________Grant Date:_______________________________________________________________________________Number of Unit Rights:_____________________________________________________________________


| |  | A.    Deferral of units in lieu of cash bonus                              |  | 
| |  | -------------------------------------------------------------------------- |  | 
| |  |                                                                            |  | 
| |  | B.    Unit Rights Pursuant to Paragraph 6 of the MUOP ("MUOP Unit Rights") |  | 
| |  |                                                                            |  | 
| |  | C.    Total Unit Rights Granted                                            |  | 
| |  |                                                                            |  | 

Receipt of Partnership Unit Certificate:Grantee has elected to receive Partnership Units with
respect to his or her vested Unit Rights as follows:

| |  | D.    Unit Rights received in lieu of cash bonus (fully-vested) and vested MUOP Unit Rights (331/3% a year)
| |  | ------------------------------------------------------------------------------------------------------------
| |  | E.    January 1, 2004____  January 1, 2006____                                                              
| |  | F.    January 1, 2005____  January 1, 2007____                                                              

If
the date you selected is less than three years from the Grant Date, then theunvestedMUOP Unit Rights will be distributed when they
vest as follows (select one):

| |  | G.    ____ the date Grantee becomes fully vested in the remaining MUOP Unit Rights granted pursuant to this Notice of Grant; or
| |  | -------------------------------------------------------------------------------------------------------------------------------
| |  | H.    ____ at the end of any quarter in which Grantee is vested in 100 or more MUOP Unit Rights.                               

Upon
termination, Grantee will receive 100% of the Depositary Units for vested Unit Rights granted by this Notice. If upon termination of employment, Grantee is bested in fewer than 100
Unit Rights, Grantee will receive cash equal to the Fair Market Value, as defined in the Plan, of the Depositary Units underlying vested Unit Rights.

Vesting Schedule:Unit Rights granted for Depositary Units received in lieu of cash bonus are 100%
vested.

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Grantee
is entitled to receive an additional Unit Right for every five Depositary Units acquired through bonus payments. So long as Grantee remains employed by the Partnership or its
affiliated entities, Grantee shall vest in these units in equal successive annual installments over three years at a rate of 331/3% of the granted Unit Rights per year of Service
measured from the Grant Date, provided that the Unit Rights have not been terminated or cancelled before such date in accordance with the terms set forth in the MUOP, the Plan and the Unit Right
Agreement.

If
Unit Rights for which Depositary Units have not yet been issued are outstanding as of the record date of a cash distribution by the Partnership with respect to Depositary Units,
Grantee will be credited with an additional number of Unit Rights. The number of additional Unit Rights shall be equal to one hundred twenty percent (120%) of the aggregate cash distribution that
would have been made with respect to such outstanding Unit Rights had they been Depositary Units on such record date, divided by the Fair Market Value, as defined in the Plan, of one depositary unit
on such record date. Grantee shall vest in such additional Unit Rights as in the underlying Unit Rights.

Grantee
understands that the Unit Rights are granted pursuant to and in accordance with the express terms and conditions of the Plan. By signing below, Grantee agrees to be bound by the
terms and conditions of the MUOP, the Plan and the Unit Rights Agreement dated                        .

All
terms used but not defined herein shall have the meaning set forth in the MUOP.

|Dated: _______________________ |  | THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
|------------------------------ |  | -----------------------------------------------------------------------
|                               |  | By:                                                                    
|                               |  |                                                                        
|                               |  | Title:                                                                 
|                               |  |                                                                        
|                               |  | OPTIONEE                                                               
|                               |  |                                                                        
|                               |  | Address:                                                               
|                               |  |                                                                        
|                               |  |                                                                        
|                               |  |                                                                        

I
designate the following beneficiary(ies):

|         |  | Relationship: | 
|-------- |  | ------------- | 
|         |  |               | 
|Address: |  |               | 
|         | 
|         |  |               | 
|        

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Exhibit A

THE NEWHALL LAND AND FARMING COMPANY

UNIT RIGHTS AGREEMENT

DATED:

The Newhall Land and Farming Company (a California Limited Partnership) (the "Partnership") has adopted The Newhall Land and Farming Company 2002 Equity
Compensation Plan (the "Plan") for the purpose of attracting and retaining the services of employees (including officers) of the Partnership and affiliated entities, and non-employee Board
members of the Partnership or its managing general partner.

Grantee
is an individual who is to render valuable services to the Partnership or its affiliates and is entitled to a grant of Unit Rights, and this Agreement is executed pursuant to,
and is intended to carry out the purposes of, the Plan in connection with the Partnership's grant of Unit Rights to Grantee.

Except
as indicated otherwise, all capitalized terms shall have the meaning assigned to those terms in the Plan.

I.Grant of Unit Rights.Subject to and upon the terms and conditions set forth in this
Agreement, the Partnership hereby grants to Grantee, as of the grant date, (the "Grant Date") specified in the accompanying Notice of Grant Unit Rights (the "Grant Notice"), Unit Rights in the number
as is specified in the Grant Notice.

J.Unit Rights and Vesting.Grantee shall be entitled to receive one Partnership
depositary unit for each vested Unit Right. Such depositary units shall be issued pursuant to Grantee's election in the Grant Notice. Unit Rights shall vest in accordance with the schedule specified
in the Grant Notice, subject to acceleration in accordance with the remaining terms of this Agreement.

K.Phantom Partnership Distributions.If Unit rights for which depositary units have not
yet been issued are outstanding as of the record date of a cash distribution by the Partnership with respect to depositary units, Grantee will be credited with an additional number of Unit Rights. The
number of additional Unit Rights shall be equal to one hundred twenty percent (120%) of the aggregate cash distribution that would have been made with respect to such outstanding Unit Rights had they
been depositary units on such record date, divided by the Fair Market Value of one depositary unit on such record date. Grantee shall vest in such additional Unit Rights as in the underlying Unit
Rights.

L.Ownership Target.Grantee will continue to be eligible to receive Unit Rights under
this Agreement even after attaining the unit ownership target established by the Partnership for Grantee.

M.Effect of Termination of Employment.If Grantee ceases to be employed by or provide
services to the Partnership or any of its affiliates for any reason, any Unit Rights that have not yet vested as of the date of termination shall be cancelled automatically and no depositary units
shall be issued pursuant to such cancelled Unit Rights.

N.Acceleration of Awards.In the event of a Structural Transaction or Change in
Control, each Unit Right will be automatically accelerated so that all depositary units and cash payments to which Grantee is entitled under any Unit Right granted under this Plan shall be delivered
to Grantee and all of the Partnership's rights to the return or cancellation of unvested Unit Rights shall terminate.

O.No Acceleration of Awards.In no event shall any such acceleration or termination of
any unvested Unit Rights in connection with a Structural Transaction or Change in Control occur if and to the extent (i) such Unit Right is, in connection with the Structural Transaction or
Change in Control, either to be assumed by the successor entity or affiliate thereof or to be replaced with a comparable Unit Right to purchase or receive securities of the successor entity or
affiliate thereof, (ii) such Unit

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Right is to be replaced with a cash incentive program of the successor entity which preserves the depositary unit spread existing at the time of the Structural Transaction or Change in Control and
provides for subsequent payout in accordance with the same vesting schedule applicable to such Unit Right, or (iii) the acceleration of such Unit Right is subject to other limitations imposed
by the Committee at the time of the Unit Right grant. The determination of Unit Right comparability under clause (i) above shall be made by the committee and its determination shall be final,
binding and conclusive. Upon consummation of a Structural Transaction or Change in Control, all outstanding Unit Rights under the Plan shall, to the extent not previously exercised or paid in full or
assumed by the successor entity or an affiliate, terminate.

P.Cancellation of Awards.Notwithstanding the above, in the event of any Structural
Transaction or Change in Control, the Committee shall have the discretion to cancel outstanding Unit Rights, in whole or in part, subject to such conditions as the Committee may determine, upon
payment to Grantee with respect to all cancelled Unit Rights, an amount in cash equal to the Fair Market Value of the depositary units subject to the Unit Rights.

Q.Adjustment.If any change is made to the depositary units issuable under the Plan by
reason of a Structural Transaction or a Change in Control that does not result in the termination of all outstanding rights of the Partnership to the return or cancellation of unvested Unit Rights,
the Committee may adjust the maximum number of depositary units subject to Unit Rights, as provided in Paragraph 2.2.C. of the Plan.

R.Cancellation and New Grant of Awards.The Committee shall have the authority to
effect, at any time and from time to time, with the consent of the affected Unit Right holders, the cancellation of any or all outstanding Unit Rights covered by this Agreement and to grant in
substitution therefore new Unit Rights under the Plan covering the same or different number and class of depositary units.

S.Partnership Structure.The grant of Awards under the Plan shall in no way affect the
Partnership's right to adjust, reclassify, reorganize, or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, or sell or transfer any part of its business
or assets.

T.Withholding.No depositary units shall be issued hereunder unless and until all
applicable Federal, state and local income and employment tax withholding obligations have been satisfied.

U.Nontransferability.A Grantee's Unit Rights hereunder are not assignable or
transferable in any manner other than by will or the laws of descent and distribution. In the event of Grantee's death prior to the issuance of depositary units hereunder, Grantee's beneficiary, for
purposes hereof, shall be the designated beneficiary or, if no beneficiary has been designated, the person to whom Grantee's rights hereunder pass pursuant to Grantee's will or by the laws of descent
and distribution.

V.Privilege of Unitholder Rights.Subject to Paragraph 14, neither Grantee nor
Grantee's beneficiary shall have any unitholder rights with respect to the depositary units issuable hereunder until Grantee or Grantee's beneficiary has been issued a certificate for such depositary
units.

W.Modifications.The Committee, as defined in the Plan, may, in its discretion, modify
or waive any or all of the terms, conditions or restrictions hereof, provided, however, that no such modification or waiver may, without Grantee or, if applicable, Grantee's beneficiary's consent,
adversely affect the rights of Grantee or Grantee's beneficiary hereunder.

X.No Employment or Service Rights.Except to the extent the terms or any written
employment contract with Grantee may expressly provide otherwise, neither the Partnership nor any of its affiliates, is under any obligation to continue the employee status of Grantee for any period
of specific duration and may terminate such employee status at any time, with or without cause.

Y.Grantee Undertaking.Grantee hereby agrees to take whatever additional action and
execute whatever additional documents the Partnership may in its judgment deem necessary or advisable in

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order to carry out or effect one or more of the obligations or restrictions imposed on either Grantee or the depositary units pursuant to the express provisions of this Agreement.

Z.Governing Law.This Agreement shall be governed by, and construed in accordance with,
the laws of the State of California.

AA.Counterparts.The Grant Notice may be executed in counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and the same instrument.

BB.Successors and Assigns.The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Partnership and its successors and assigns and Grantee and Grantee's legal representatives, heirs, legatees, distributes, assigns and transferees by operation of law,
whether or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms and conditions hereof.

CC.Notices.Any notice required to be given or delivered to the Partnership under the
terms of this Agreement shall be in writing and addressed to the Partnership in care of the Corporate Secretary at Newhall Management Corporation, 23823 Valencia Boulevard, Valencia, California 91355.
Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated on the Grant Notice. All notices shall be deemed to have been given or
delivered upon personal delivery or upon deposit in the U.S. mail, by registered or certified mail, postage prepaid and properly addressed to the party to be notified.

DD.Construction.This Agreement and the option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the express terms provisions of the Plan. All decisions of the Committee with respect to any question or issue arising under the
Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.

15

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SUBSEQUENT GRANT

THE NEWHALL LAND AND FARMING COMPANY

NOTICE OF GRANT OF UNIT RIGHTS

Notice is hereby given of the following grant of a right to receive The Newhall Land and Farming Company (a California Limited Partnership) (the "Partnership")
depositary units ("Unit Rights") pursuant to the terms of The Newhall Land and Farming Company 2002 Equity Compensation Plan (the "Plan"):

Grantee:_________________________________________________________________________________Grant Date:_______________________________________________________________________________Number of Unit Rights:_____________________________________________________________________


Receipt of Depositary Unit Certificate:Grantee elects to receive depositary units of the Partnership
with respect to his or her vested Unit Rights as soon as practical following:

______
the date Grantee becomes fully vested in all Unit Rights granted pursuant to this Notice of Grant; or

______
at the end of any quarter in which Grantee is vested in 100 or more Unit Rights.

If
upon termination of employment, Grantee is vested in fewer than 100 Unit Rights, Grantee will receive cash equal to the Fair Market Value of the depositary units underlying vested
Unit Rights.

Vesting Schedule:Grantee will receive one Unit Right for every five depositary units acquired
through open market purchases, exercise of options, or bonus payments. So long as Grantee remains employed by Partnership or its affiliated entities, and Grantee continues to own the depositary units
on which this Unit Right Grant is made, Grantee shall vest in equal successive annual installments over three years at a rate of 331/3% of the granted Unit Rights per year of Service
measured from the Grant Date, provided that the Unit Rights have not been terminated or canceled before such date in accordance with the terms set forth in the Plan and the Unit Rights Agreement.

If
Unit Rights for which depositary units have not yet been issued are outstanding as of the record date of a cash distribution by the Partnership with respect to depositary units,
Grantee will be credited with an additional number of Unit Rights. The number of additional Unit Rights shall be equal to one hundred twenty per cent (120%) of the aggregate cash distribution that
would have been made with respect to such outstanding Unit Rights had they been depositary units on such record date, divided by the Fair Market Value of one depositary unit on such record date.
Grantee shall vest in such additional Unit Rights as in the underlying Unit Rights.

Grantee
understands that the Unit Rights are granted pursuant to and in accordance with the express terms and conditions of Plan. By signing below, Grantee agrees to be bound by the
terms and

16

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conditions of the Plan and the terms and conditions of the Unit Rights Agreement dated                        , distributed with
the Initial Notice of Grant.

|Dated: _______________________ |  | THE NEWHALL LAND AND FARMING COMPANY(a California Limited Partnership)
|------------------------------ |  | ----------------------------------------------------------------------
|                               |  | By:                                                                   
|                               |  |                                                                       
|                               |  | Title:                                                                
|                               |  |                                                                       
|                               |  | GRANTEE                                                               
|                               |  |                                                                       
|                               |  | Address:                                                              
|                               |  |                                                                       
|                               |  |                                                                       
|                               |  |                                                                       

I
designate the following beneficiary(ies):

|         |  | Relationship: | 
|-------- |  | ------------- | 
|         |  |               | 
|Address: |  |               | 
|         | 
|         |  |               | 
|        

17

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INITIAL GRANT

THE NEWHALL LAND AND FARMING COMPANY

NOTICE OF GRANT OF AUTOMATIC OPTION

Notice is hereby given of the following option (the "Option") to purchase depositary units of The Newhall Land and Farming Company (a California Limited
Partnership) (the "Partnership"), which has been granted pursuant to the automatic option grant program in effect under The Newhall Land and Farming Company 2002 Equity Compensation Plan (the "Plan"):

Optionee:_________________________________________________________________________________Grant Date:_______________________________________________________________________________Number of Optioned Depositary Units:__________________________________________________________Exercise Price Per Depositary Unit:____________________________________________________________Expiration Date:___________________________________________________________________________Exercise Schedule:The Option is exercisable immediately.


Optionee
understands and agrees that the Option is granted subject to and in accordance with the express terms and conditions of the Plan governing automatic option grants to Board
members. Optionee further agrees to be bound by the terms and conditions of the Plan and the terms and conditions of the Option as set forth in the Automatic Option Agreement (the "Agreement") dated
                        ,            , attached hereto as
Exhibit A. Optionee should keep a copy of the attached Agreement for reference, since no new Agreement will be distributed with subsequent
Notices of Grant of Automatic Option unless the material terms of the Plan change.

|Dated: _______________________ |  | THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
|------------------------------ |  | -----------------------------------------------------------------------
|                               |  | By:                                                                    
|                               |  |                                                                        
|                               |  | Title:                                                                 
|                               |  |                                                                        
|                               |  | OPTIONEE                                                               
|                               |  |                                                                        
|                               |  | Address:                                                               
|                               |  |                                                                        
|                               |  |                                                                        
|                               |  |                                                                        

I
designate the following beneficiary(ies):

|         |  | Relationship: | 
|-------- |  | ------------- | 
|         |  |               | 
|Address: |  |               | 
|         | 
|         |  |               | 
|        

18

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THE NEWHALL LAND AND FARMING COMPANY

AUTOMATIC OPTION AGREEMENT

DATED:

The Newhall Land and Farming Company (the "Partnership") has implemented an automatic option grant program under The Newhall Land and Farming Company 2002 Equity
Compensation Plan (the "Plan"), pursuant to which special option grants are to be made to eligible members of the Board of Directors of the managing general partner and its managing general partner,
at periodic intervals over their period of Board service in order to encourage such individuals to remain in the Partnership's Service.

Optionee
is an eligible member of the Board and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the automatic grant of
an option to purchase depositary units of the Partnership.

The
granted option is intended to be a nonstatutory option which does not meet the requirements of Section 422 of the Internal Revenue Code and is designed to provide Optionee
with a meaningful incentive to continue to serve as a member of the Board.

Except
as indicated otherwise, all capitalized terms shall have the meaning assigned to those terms in the Plan.

1.Grant of Option.Subject to and upon the terms and conditions set forth in this
Agreement, the Partnership hereby grants to Optionee, as of the date of grant (the "Grant Date") specified in the accompanying Notice of Grant of Automatic Option (the "Grant Notice"), an option to
purchase up to that number of depositary units as is specified in the Grant Notice. The option shall be exercisable and the depositary units purchasable from time to time during the option term at the
price per depositary unit (the "Exercise Price") specified in the Grant Notice.

2.Option Term.This option shall have a term of ten years measured from the Grant Date
and shall expire at the close of business on the Expiration Date specified in the Grant Notice, unless sooner terminated under Paragraph 5.

3.Limited Transferability.During the lifetime of Optionee, this option will be
exercisable only by Optionee and will not be assignable or transferable by Optionee otherwise than by will or by the laws of descent and distribution following Optionee's death. However, an option may
permit Optionee to designate a beneficiary who may exercise the option or receive compensation under the option after Optionee's death.

4.Date of Exercise.This option is exercisable immediately upon grant.

5.Cessation of Board Service.Should Optionee's service as a Board member cease while
this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with
the following provisions:



19

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6.Manner of Exercising Option.



7.Unitholder Rights.Optionee shall not have any of the rights of a unitholder with
respect to the depositary units until Optionee shall have exercised this option and paid the Exercise Price for the purchased depositary units.

8.No Impairment of Rights.This Agreement shall not in any way affect the right of the
Partnership to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets. Nor shall this Agreement in any way be construed or interpreted so as to affect adversely or otherwise impair the
right of the Partnership or the unitholders to remove Optionee from the Board at any time in accordance with the provisions of applicable law.

9.Compliance With Laws and Regulations.The exercise of this option and the issuance of
the depositary units upon such exercise shall be subject to the compliance by the Partnership and Optionee with all applicable requirements of law relating thereto and with all applicable regulations
of any stock exchange on which the Partnership's depositary units may be listed at the time of such exercise and issuance.

20

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10.Successors and Assigns.Except to the extent otherwise provided in
Paragraph 3, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Optionee and the
Partnership's successors and assigns.

11.Discharge of Liability.The inability of the Partnership to obtain approval from any
regulatory body having authority deemed by the Partnership to be necessary to the lawful issuance and sale of any depositary units pursuant to this option shall relieve the Partnership of any
liability with respect to the non-issuance or sale of the depositary units as to which such approval shall not have been obtained. However, the Partnership shall use its best efforts to
obtain all such applicable approvals.

12.Notices.Any notice required to be given or delivered to the Partnership under the
terms of this Agreement shall be in writing and addressed to the Partnership in care of the Corporate Secretary of Newhall Management Corporation, 23823 Valencia Boulevard, Valencia, California 91355.
Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee's signature line on the Grant Notice. All notices shall
be deemed to have been given or delivered upon personal delivery or upon deposit in the U.S. mail, by registered or certified mail, postage prepaid and properly addressed to the party to be notified.

13.Construction.This Agreement and the option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan, including the automatic option grant provisions of Article Three of the Plan. The
interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State's conflict-of-interest
rules.

14.Successors and Assigns.The provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Partnership and its successors and assigns and Optionee and Optionee's legal representatives, heirs, legatees, distributes, assigns and transferees by operation of law,
whether or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms and conditions hereof.

15.Plan.This option is subject to all the terms of the Plan whether or not referenced
or incorporated herein.

21

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EXHIBIT I

NOTICE OF EXERCISE OF OPTION

I hereby notify The Newhall Land and Farming Company (a California limited Partnership) (the "Partnership") that I elect to
purchase            depositary
units of the Partnership (the "Purchased Depositary Units") at the option exercise price of $                        per
depositary unit (the "Exercise Price") pursuant to that certain option (the "Option")
granted to me under The Newhall Land and Farming Company 2002 Equity Compensation Plan on                        ,
            .

Concurrently
with the delivery of this Exercise Notice to the Secretary of Newhall Management Corporation, I shall hereby pay to the Partnership the Exercise Price for the Purchase
Depositary Units in accordance with the provisions of my agreement with the Partnership evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a
condition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect the payment of the Exercise Price for the Purchased
Depositary Units.

Date:
_______________, _______

| |  | Optionee
| |  | --------
| |  |         
| |  | Address:
| |  |         
| |  |         
| |  |         

Print
name inexactmanner it is to appear on the depositary receipt:

________________________________________________

________________________________________________

|Social Security Number: | 
|----------------------- | 
|                        | 

22

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SUBSEQUENT GRANT

THE NEWHALL LAND AND FARMING COMPANY

NOTICE OF GRANT OF AUTOMATIC OPTION

Notice is hereby given of the following option (the "Option") to purchase depositary units of The Newhall Land and Farming Company (a California Limited
Partnership) (the "Partnership"), which has been granted pursuant to the automatic option grant program in effect under The Newhall Land and Farming Company 2002 Equity Compensation Plan (the "Plan"):

Optionee:_________________________________________________________________________________Grant Date:_______________________________________________________________________________Number of Optioned Depositary Units:__________________________________________________________Exercise Price Per Depositary Unit:____________________________________________________________Expiration Date:___________________________________________________________________________Exercise Schedule:The Option is exercisable immediately.


Optionee
understands and agrees that the Option is granted subject to and in accordance with the express terms and conditions of the Plan governing automatic option grants to Board
members. Optionee further agrees to be bound by the terms and conditions of the Plan and the terms and conditions of the Option as set forth in the Automatic Option Agreement
dated                        ,
which as distributed with the Initial Notice of Grant of Automatic Option.

|Dated: _______________________ |  | THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
|------------------------------ |  | -----------------------------------------------------------------------
|                               |  | By:                                                                    
|                               |  |                                                                        
|                               |  | Title:                                                                 
|                               |  |                                                                        
|                               |  | OPTIONEE                                                               
|                               |  |                                                                        
|                               |  | Address:                                                               
|                               |  |                                                                        
|                               |  |                                                                        
|                               |  |                                                                        

I
designate the following beneficiary(ies):

|         |  | Relationship: | 
|-------- |  | ------------- | 
|         |  |               | 
|Address: |  |               | 
|         | 
|         |  |               | 
|        

23

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INITIAL GRANT

THE NEWHALL LAND AND FARMING COMPANY

NOTICE OF GRANT OF OPTION

Notice is hereby given of the following option (the "Option") to purchase depositary units of The Newhall Land and Farming Company (a California Limited
Partnership) (the "Partnership") which has been granted pursuant to The Newhall Land and Farming Company 2002 Equity Compensation Plan (the "Plan"):

Optionee:_________________________________________________________________________________Grant Date:_______________________________________________________________________________Number of Optioned Depositary Units:__________________________________________________________Exercise Price Per Depositary Unit:____________________________________________________________Expiration Date:___________________________________________________________________________Tandem Option/Appreciation Right:
Yes______No______


Exercise Schedule:The Option shall become exercisable in four equal and successive annual
installments for twenty-five percent (25%) of the Optioned Depositary Units upon Optionee's completion of each year of Service (as defined in the attached Option Agreement dated
                        ) measured from the Grant Date. In no event shall the Option become exercisable for any additional
Optioned Depositary Units following Optionee's cessation of Service.

Optionee
understands and agrees that the Option is granted subject to and in accordance with the terms and conditions of the Plan. Optionee further agrees to be bound by the terms and conditions of
the Option as set forth in the Option Agreement dated                        attached hereto as Exhibit A and the Plan.
Optionee should keep a copy of the attached Option Agreement for reference,
since no new Option Agreement will be distributed with subsequent Notices of Grant of Option unless the material terms of the Plan change.

|Dated: _______________________ |  | THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
|------------------------------ |  | -----------------------------------------------------------------------
|                               |  | By:                                                                    
|                               |  |                                                                        
|                               |  | Title:                                                                 
|                               |  |                                                                        
|                               |  | OPTIONEE                                                               
|                               |  |                                                                        
|                               |  | Address:                                                               
|                               |  |                                                                        
|                               |  |                                                                        
|                               |  |                                                                        

I
designate the following beneficiary(ies):

|         |  | Relationship: | 
|-------- |  | ------------- | 
|         |  |               | 
|Address: |  |               | 
|         | 
|         |  |               | 
|        

24

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EXHIBIT A

THE NEWHALL LAND AND FARMING COMPANY

OPTION AGREEMENT

DATED:

A.    The
Newhall Land and Farming Company ("Partnership") has implemented The Newhall Land and Farming Company 2002 Equity Compensation Plan (the "Plan") for the purpose of
attracting and retaining the services of key employees (including officers) of the Partnership and any affiliated entities thereof, and non-employee Board members of the managing general
partner of the Partnership, and its managing general partner.

B.    Optionee
is an individual who is to render valuable services to the Partnership or one or more affiliated entities thereof, and this Agreement is executed pursuant to,
and is intended to carry out the purposes of the Plan in connection with the Partnership's grant of an option to Optionee.

C.    All
capitalized terms shall have the meaning as those terms are defined in the Plan unless otherwise indicated. "Fair Market Value" shall have the meaning assigned to
that term in Article I of the Plan.

1.Grant of Option.Subject to and upon the terms and conditions set forth in this
Agreement, the Partnership hereby grants to Optionee, as of the date of grant (the "Grant Date") specified in the accompanying Notice of Grant of Option (the "Grant Notice"), an option to purchase up
to that number of the Partnership's depositary units as is specified in the Grant Notice. Such depositary units shall be purchasable from the Partnership from time to time during the option term at
the option price (the "Exercise Price") specified in the Grant Notice.

2.Tandem Option/Appreciation Rights.The Grant Notice may reflect that the option is
granted in tandem with an appreciation right, which means that either the option or the appreciation right may be exercised, but not both. If this option is granted in tandem with an appreciation
right, you will also receive a Notice of Grant of Appreciation Right and an Appreciation Right Agreement.

3.Option Term.This option shall expire at the close of business on the expiration date
(the "Expiration Date") specified in the Grant Notice, unless sooner terminated in accordance with Paragraph 6, 9, or 10.

4.Limited Transferability.This option shall be exercisable only by Optionee during
Optionee's lifetime and shall not be transferable or assignable by Optionee other than by will or by the laws of descent and distribution following Optionee's death. However, Optionee may designate a
beneficiary who may exercise the option or receive compensation under the option after Optionee's death.

5.Dates of Exercise.This option shall be exercisable for the depositary units in
accordance with the Exercise Schedule specified in the Grant Notice. The option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option
term under Paragraph 6. In no event shall this option become exercisable for any additional depositary units following Optionee's cessation of Service.

6.Cessation of Service.The option term specified in Paragraph 3 shall terminate
(and this option shall cease to be outstanding) prior to the Expiration Date in accordance, with the following provisions:



25

---



7.Adjustment in Depositary Units.



26

---



8.Acceleration of Options.In the event of a Structural Transaction or Change in
Control, each option will be automatically accelerated so that each option at the time outstanding under the Plan and not then otherwise fully exercisable shall become fully exercisable for up to the
total number of depositary units purchasable or issuable thereunder and may be exercised for all or any portion of the depositary units for which the option is so accelerated.

9.No Acceleration of Options.In no event shall any such acceleration or termination of
repurchase rights in connection with a Structural Transaction occur if and to the extent (i) such option is, in connection with the Structural Transaction, either to be assumed by the successor
entity or affiliate thereof or to be replaced with a comparable option to purchase or receive securities of the successor entity or affiliate thereof, (ii) such option is to be replaced with a
cash incentive program of the successor entity which preserves the depositary unit spread existing at the time of the Structural Transaction and provides for subsequent payout in accordance with the
same vesting schedule applicable to such option, or (iii) the acceleration of such option is subject to other limitations imposed by the Committee at the time of the option grant. The
determination of option comparability under clause (i) above shall be made by the Committee and its determination shall be final, binding and conclusive. Upon consummation of a Structural
Transaction, all outstanding options under the Plan shall, to the extent not previously exercised or paid in full or assumed by the successor entity or an affiliate, terminate.

10.Cancellation of Options.Notwithstanding the above, in the event of any Structural
Transaction, the Committee shall have the discretion to cancel outstanding options in whole or in part, subject to such conditions as the Committee may determine, upon payment to optionees with
respect to each cancelled option, an amount in cash not less than the difference between (i) the Fair Market Value (at the effective date of such Structural Transaction) of the consideration
the optionee would have received if the option had been exercised immediately prior to the effective date of such Structural Transaction and:(ii) the exercise price of such option.

11.Partnership Structure.The grant of options under the Plan shall in no way affect
the Partnership's right to adjust, reclassify, reorganize, or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, or sell or transfer any part of its
business or assets.

12.Privilege of Unitholder Rights.The holder of this option shall not have any of the
rights of a unitholder with respect to the depositary units until such individual shall have exercised the option and paid the Exercise Price for the purchased depositary units.

13.Withholding.Grantee may elect to have the Partnership withhold, from the depositary
units otherwise issuable pursuant to such option, one or more of such depositary units with an aggregate Fair Market Value equal to the Federal, state and local employment and income taxes ("Taxes")
incurred in

27

---

connection with the acquisition of such depositary units. Grantee may also deliver previously acquired depositary units held for the requisite period to avoid a charge to earnings in satisfaction of
such Taxes. The withheld or delivered depositary units will be valued at Fair Market Value on the applicable determination date for such Taxes.

14.Manner of Exercising Option.In order to exercise this option with respect to all or
any part of the depositary units for which this option is at the time exercisable, Optionee (or in the case of exercise after Optionee's death, Optionee's designated beneficiary, executor,
administrator, heir or legatee, as the case may be) must take the following actions:



15.Governing Law.The interpretation, performance, and enforcement of this Agreement
shall be governed by the laws of the State of California without resort to that State's conflict-of-laws rules.

16.Counterparts.The Grant Notice may be executed in counterparts each of which shall
be deemed to be an original, but all of which together shall constitute one and the same instrument.

17.Compliance with Law and Regulations.The exercise of this option and the issuance of
depositary units upon such exercise shall be subject to compliance by the Partnership and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any
stock exchange on which the Partnership's depositary units may be listed at the time of such exercise and issuance.

28

---

18.Successors and Assigns.Except to the extent otherwise provided in
Paragraph 4, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the designated beneficiaries, successors, administrators, heirs and legal representatives of
Optionee and the successors and assigns of the Partnership.

19.Liability of Partnership.The inability of the Partnership to obtain approval from
any regulatory body having authority deemed by the Partnership to be necessary to the lawful issuance and sale of any depositary units pursuant to this option shall relieve the Partnership of any
liability with respect to the non-issuance or sale of the depositary units as to which such approval shall not have been obtained. The Partnership shall, however, use its best efforts to
obtain such approvals.

20.No Employment/Service Contract.Nothing in this Agreement or in the Plan shall
confer upon Optionee any right to continue in the Service of the Partnership (or any subsidiary or other affiliated entity employing or retaining Optionee) for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Partnership (or any affiliated entity) or Optionee, which rights are hereby expressly reserved by each party, to terminate Optionee's
Service at any time for any reason whatsoever, with or without cause.

21.Notices.Any notice required to be given or delivered to the Partnership under the
terms of this Agreement shall be in writing and addressed to the Partnership in care of the Corporate Secretary at Newhall Management Corporation, 23823 Valencia Boulevard, Valencia, CA 91355. Any
notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated on the Grant Notice. All notices shall be deemed to have been given or
delivered upon personal delivery or upon deposit in the U.S. mail, by registered or certified mail, postage prepaid and properly addressed to the party to be notified,

22.Construction.This Agreement and the option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. All decisions of the Committee with respect to any question or issue arising under
the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.

23.Payroll Tax Withholding.Optionee shall make appropriate arrangements with the
Partnership or any parent, subsidiary or affiliated entity employing Optionee for the satisfaction of all Federal, state or local income and employment tax withholding requirements applicable to the
exercise of this option.

24.Cancellation and New Grant of Awards.The Committee shall have the authority to
effect, at any time and from time to time, with the consent of the affected Optionees, the cancellation of any or all outstanding options and to grant in substitution therefore, new options under the
Plan covering the same or different number and class of depositary units having a price per depositary unit not less than the Fair Market Value on the new grant date.

29

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SUBSEQUENT GRANT

THE NEWHALL LAND AND FARMING COMPANY

NOTICE OF GRANT OF OPTION

Notice is hereby given of the following option (the "Option") to purchase depositary units of The Newhall Land and Farming Company (a California Limited
Partnership) (the "Partnership") which has been granted pursuant to The Newhall Land and Farming Company 2002 Equity Compensation Plan (the "Plan"):

Optionee:_________________________________________________________________________________Grant Date:_______________________________________________________________________________Number of Optioned Depositary Units:__________________________________________________________Exercise Price Per Depositary Unit:____________________________________________________________Expiration Date:___________________________________________________________________________Tandem Option/Appreciation Right:
Yes______No______


Exercise Schedule:The Option shall become exercisable in four equal and successive annual
installments for twenty-five percent (25%) of the Optioned Depositary Units upon Optionee's completion of each year of Service (as defined in the Option Agreement
dated                        )
measured from the Grant Date. In no event shall the Option become exercisable for any additional Optioned Depositary Units following Optionee's cessation of Service.

Optionee
understands and agrees that the Option is granted subject to and in accordance with the express terms and conditions of the Plan. Optionee further agrees to be bound by the
terms and conditions of the Option as set forth in the Option Agreement dated                        ,
            which was distributed with the Initial Notice of Grant of Option and the Plan.

|Dated: _______________________ |  | THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
|------------------------------ |  | -----------------------------------------------------------------------
|                               |  | By:                                                                    
|                               |  |                                                                        
|                               |  | Title:                                                                 
|                               |  |                                                                        
|                               |  | OPTIONEE                                                               
|                               |  |                                                                        
|                               |  | Address:                                                               
|                               |  |                                                                        
|                               |  |                                                                        
|                               |  |                                                                        

I
designate the following beneficiary(ies):

|         |  | Relationship: | 
|-------- |  | ------------- | 
|         |  |               | 
|Address: |  |               | 
|         | 
|         |  |               | 
|        

30

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