Exhibit 10.a

THE NEWHALL LAND AND FARMING COMPANY

RETIREMENT PLAN

(Restatement Effective January 1, 2002)
THE NEWHALL LAND AND FARMING COMPANY
RETIREMENT PLAN

TABLE OF CONTENTS

|                      |  |      |  |                                     |  | Page
|--------------------- |  | ---- |  | ----------------------------------- |  | ----
|ARTICLE I DEFINITIONS |  | 6   
|                      |  | 1.01 |  | Actuarial Equivalent                |  | 6   
|                      |  | 1.02 |  | Affiliated Company                  |  | 6   
|                      |  | 1.03 |  | Annuity Starting Date               |  | 6   
|                      |  | 1.04 |  | Beneficiary                         |  | 6   
|                      |  | 1.05 |  | Board                               |  | 6   
|                      |  | 1.06 |  | Break in Service                    |  | 6   
|                      |  | 1.07 |  | Code                                |  | 6   
|                      |  | 1.08 |  | Committee                           |  | 7   
|                      |  | 1.09 |  | Company                             |  | 7   
|                      |  | 1.10 |  | Compensation                        |  | 7   
|                      |  | 1.11 |  | Contributing Participant            |  | 8   
|                      |  | 1.12 |  | Contribution Account                |  | 8   
|                      |  | 1.13 |  | Credited Benefit Service            |  | 8   
|                      |  | 1.14 |  | Covered Compensation                |  | 9   
|                      |  | 1.15 |  | Credited Compensation               |  | 9   
|                      |  | 1.16 |  | Cumulative Vesting Service          |  | 10  
|                      |  | 1.17 |  | Early Retirement Date               |  | 10  
|                      |  | 1.18 |  | Eligible Employee                   |  | 10  
|                      |  | 1.19 |  | Employee                            |  | 10  
|                      |  | 1.20 |  | Employee Provided Benefit           |  | 10  
|                      |  | 1.21 |  | Employee Savings Plan               |  | 11  
|                      |  | 1.22 |  | ERISA                               |  | 11  
|                      |  | 1.23 |  | Fiduciary                           |  | 11  
|                      |  | 1.24 |  | Final Average Credited Compensation |  | 11  
|                      |  | 1.25 |  | Five-Percent Owner                  |  | 11  
|                      |  | 1.26 |  | Hour of Service                     |  | 11  
|                      |  | 1.27 |  | Insurance Company                   |  | 13  
|                      |  | 1.28 |  | Investment Manager                  |  | 13  
|                      |  | 1.29 |  | Late Retirement Date                |  | 13  
|                      |  | 1.30 |  | Leased Employee                     |  | 13  
|                      |  | 1.31 |  | Liquidation Date                    |  | 13  
|                      |  | 1.32 |  | Managing General Partner            |  | 13  

1

---

|                                                          |  | 1.33 |  | Non-Seasonal Agricultural Employee                                                               |  | 13
|--------------------------------------------------------- |  | ---- |  | ------------------------------------------------------------------------------------------------ |  | --
|                                                          |  | 1.34 |  | Normal Retirement Date                                                                           |  | 13
|                                                          |  | 1.35 |  | OBRA 93                                                                                          |  | 13
|                                                          |  | 1.36 |  | One-Percent Owner                                                                                |  | 13
|                                                          |  | 1.37 |  | Participant                                                                                      |  | 13
|                                                          |  | 1.38 |  | Participating Company                                                                            |  | 13
|                                                          |  | 1.39 |  | Plan                                                                                             |  | 13
|                                                          |  | 1.40 |  | Plan Administrator                                                                               |  | 13
|                                                          |  | 1.41 |  | Plan Year                                                                                        |  | 13
|                                                          |  | 1.42 |  | Primary Social Security Benefit of a Participant                                                 |  | 14
|                                                          |  | 1.43 |  | Regulation                                                                                       |  | 14
|                                                          |  | 1.44 |  | Related Company                                                                                  |  | 14
|                                                          |  | 1.45 |  | Remuneration                                                                                     |  | 14
|                                                          |  | 1.46 |  | Rule of Parity Break                                                                             |  | 15
|                                                          |  | 1.47 |  | Seasonal Agricultural Employee                                                                   |  | 15
|                                                          |  | 1.48 |  | Social Security Taxable Wage Base                                                                |  | 15
|                                                          |  | 1.49 |  | Trust                                                                                            |  | 15
|                                                          |  | 1.50 |  | Trustee                                                                                          |  | 15
|                                                          |  | 1.51 |  | Year of Service                                                                                  |  | 15
|ARTICLE II PARTICIPATION                                  |  | 16  
|                                                          |  | 2.01 |  | General Eligibility Requirements                                                                 |  | 16
|ARTICLE III RETIREMENT BENEFITS                           |  | 17  
|                                                          |  | 3.01 |  | Normal Retirement Benefit                                                                        |  | 17
|                                                          |  | 3.02 |  | Provisions Relating to Benefits Commencing Prior to January 1, 1985 and Certain Spousal Benefits |  | 18
|                                                          |  | 3.03 |  | Early Retirement Benefit                                                                         |  | 19
|                                                          |  | 3.04 |  | Late Retirement Benefit                                                                          |  | 20
|                                                          |  | 3.05 |  | Benefits for Contributing Participants                                                           |  | 21
|                                                          |  | 3.06 |  | Benefits upon Termination                                                                        |  | 21
|ARTICLE IV REEMPLOYMENT                                   |  | 22  
|                                                          |  | 4.01 |  | Repayment                                                                                        |  | 22
|                                                          |  | 4.02 |  | Suspension Before a Participant's Normal Retirement Date                                         |  | 22
|                                                          |  | 4.03 |  | Suspension After a Participant's Normal Retirement Date                                          |  | 22
|                                                          |  | 4.04 |  | Resumption                                                                                       |  | 22
|                                                          |  | 4.05 |  | Death                                                                                            |  | 22
|ARTICLE V DEATH BENEFITS                                  |  | 23  
|                                                          |  | 5.01 |  | Preretirement Survivor Benefits                                                                  |  | 23
|ARTICLE VI CERTAIN BENEFITS FOR CONTRIBUTING PARTICIPANTS |  | 24  
|                                                          |  | 6.01 |  | Withdrawal                                                                                       |  | 24
|                                                          |  | 6.02 |  | Preretirement Death Benefit                                                                      |  | 24
|                                                          |  | 6.03 |  | Postretirement Death Benefit                                                                     |  | 24
|ARTICLE VII DISTRIBUTIONS OF BENEFITS                     |  | 25  
|                                                          |  | 7.01 |  | Normal Payment Method                                                                            |  | 25
|                                                          |  | 7.02 |  | Optional Payment Methods                                                                         |  | 25

2

---

|                                     |  | 7.03  |  | Procedures for Election of Optional Payment Methods and Designation of Beneficiary |  | 25
|------------------------------------ |  | ----- |  | ---------------------------------------------------------------------------------- |  | --
|                                     |  | 7.04  |  | Notification and Explanation                                                       |  | 26
|                                     |  | 7.05  |  | Small Benefits                                                                     |  | 27
|                                     |  | 7.06  |  | Facility of Payment                                                                |  | 27
|                                     |  | 7.07  |  | Limitation on Time and Manner of Distribution                                      |  | 27
|ARTICLE VIII LIMITATIONS ON BENEFITS |  | 29   
|                                     |  | 8.01  |  | Section 415 Limitation                                                             |  | 29
|                                     |  | 8.02  |  | Annual Benefit                                                                     |  | 29
|                                     |  | 8.03  |  | Maximum Permissible Amount                                                         |  | 29
|                                     |  | 8.04  |  | Adjustment                                                                         |  | 30
|                                     |  | 8.05  |  | Multiple Defined Benefit Plans                                                     |  | 30
|                                     |  | 8.06  |  | Annual Addition                                                                    |  | 31
|                                     |  | 8.07  |  | Adjustments                                                                        |  | 31
|                                     |  | 8.08  |  | Freeze Date                                                                        |  | 31
|                                     |  | 8.09  |  | Limitation on Benefits for Highest Paid                                            |  | 31
|ARTICLE IX FUNDING                   |  | 32   
|                                     |  | 9.01  |  | Agreements Relating to Funding                                                     |  | 32
|                                     |  | 9.02  |  | Establishment of Trust Agreement                                                   |  | 32
|                                     |  | 9.03  |  | Appointment of Investment Manager                                                  |  | 32
|                                     |  | 9.04  |  | Insurance or Annuity Contracts                                                     |  | 32
|                                     |  | 9.05  |  | Voting of Securities in Trust                                                      |  | 32
|                                     |  | 9.06  |  | Participating Company Contributions                                                |  | 32
|                                     |  | 9.07  |  | Effect of Transfer of Employment on Participating Company Liability                |  | 33
|                                     |  | 9.08  |  | Application of Forfeitures                                                         |  | 33
|ARTICLE X ADMINISTRATION OF THE PLAN |  | 34   
|                                     |  | 10.01 |  | The Board and the Committee                                                        |  | 34
|                                     |  | 10.02 |  | Organization of Committee                                                          |  | 34
|                                     |  | 10.03 |  | Powers and Duties                                                                  |  | 34
|                                     |  | 10.04 |  | Uniform Administration                                                             |  | 35
|                                     |  | 10.05 |  | Benefit Claims Procedures                                                          |  | 35
|                                     |  | 10.06 |  | Fiduciary Responsibilities                                                         |  | 36
|                                     |  | 10.07 |  | Liability                                                                          |  | 36
|                                     |  | 10.08 |  | Indemnification                                                                    |  | 36
|                                     |  | 10.09 |  | Reliance on Documents                                                              |  | 36
|                                     |  | 10.10 |  | Member's Own Participation                                                         |  | 36
|                                     |  | 10.11 |  | Delegation of Responsibility                                                       |  | 36
|                                     |  | 10.12 |  | Investment Policy                                                                  |  | 36
|                                     |  | 10.13 |  | Compensation and Expenses                                                          |  | 36
|                                     |  | 10.14 |  | Multiple Fiduciary Capacity                                                        |  | 37
|ARTICLE XI AMENDMENT                 |  | 38   
|                                     |  | 11.01 |  | Amendment                                                                          |  | 38
|                                     |  | 11.02 |  | Technical Amendments                                                               |  | 38
|                                     |  | 11.03 |  | Effect of Amendments by Participating Companies                                    |  | 38
|ARTICLE XII MERGER                   |  | 39   

3

---

|                           |  | 12.01 |  | Successors to Participating Companies             |  | 39
|-------------------------- |  | ----- |  | ------------------------------------------------- |  | --
|                           |  | 12.02 |  | Merger or Transfer of Plan Assets                 |  | 39
|ARTICLE XIII TERMINATION   |  | 40   
|                           |  | 13.01 |  | Power to Terminate                                |  | 40
|                           |  | 13.02 |  | Vesting and Allocation of Assets upon Termination |  | 40
|                           |  | 13.03 |  | Partial Termination                               |  | 40
|ARTICLE XIV MISCELLANEOUS  |  | 41   
|                           |  | 14.01 |  | Source of Payment                                 |  | 41
|                           |  | 14.02 |  | Inalienability of Benefits                        |  | 41
|                           |  | 14.03 |  | Return of Contributions                           |  | 42
|                           |  | 14.04 |  | Determination of Primary Social Security Benefit  |  | 42
|                           |  | 14.05 |  | No Right to Employment                            |  | 42
|                           |  | 14.06 |  | Payments to Minors or Incompetents                |  | 42
|                           |  | 14.07 |  | Lost Participant or Beneficiary                   |  | 42
|                           |  | 14.08 |  | Satisfaction of Claims                            |  | 43
|                           |  | 14.09 |  | Determinations                                    |  | 43
|                           |  | 14.10 |  | Mistaken Payments                                 |  | 43
|                           |  | 14.11 |  | Direct Rollover                                   |  | 43
|                           |  | 14.12 |  | Interpretation                                    |  | 44
|                           |  | 14.13 |  | Applicable Law                                    |  | 44
|                           |  | 14.14 |  | USERRA Compliance                                 |  | 44
|ARTICLE XV TOP-HEAVY RULES |  | 45   
|                           |  | 15.01 |  | Definitions                                       |  | 45
|                           |  | 15.02 |  | Top-Heavy Status                                  |  | 47
|                           |  | 15.03 |  | Minimum Benefit                                   |  | 48
|                           |  | 15.04 |  | Vesting                                           |  | 48
|ARTICLE XVI EXECUTION      |  | 50   

4

---

PREAMBLE

The Newhall Land and Farming Company Retirement Plan (the "Plan"), established effective December 16, 1951, was last restated in its entirety effective
January 1, 1984, and subsequently amended on six separate occasions. Effective January 1, 2002, or as otherwise indicated, this document constitutes another complete amendment and
restatement of the Plan.

The
principal purpose of this amendment and restatement is to bring the Plan document into compliance with the requirements of the Uruguay Round Agreements Act, the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998 and
the Community Renewal Tax Relief Act of 2000.

The
rights and benefits of a Plan Participant who ceased to be an Employee on or prior to December 31, 2001 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.

5

---

ARTICLE I
DEFINITIONS

Unless otherwise required by the context, the terms used herein shall have the meanings set forth in the remaining paragraphs of Article I. 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.

1.01Actuarial Equivalentshall mean the determination of a benefit having the same value as the benefit under the Plan which
it replaces. Determination of a Participant's vested accrued benefit for purposes other than a lump sum payment shall be based on an interest rate of six percent (6%) and mortality specified in Table
18-a of the Society of Actuaries 1983 Exposure Draft on Development of the 1983 Group Annuity Mortality Table ("GAM 83"); mortality rates used for individual Participants shall be based on
Table 18-a rates for individuals one year younger. Notwithstanding the preceding sentence, determining (i) whether the present value of a Participant's accrued benefit exceeds
$5,000 for purposes of Section 7.05 and (ii) the amount of a lump sum benefit, shall be calculated using whichever of the following yields the largest present value of the vested accrued
lump sum retirement benefit due an Employee:



Notwithstanding
any other provision of the Plan to the contrary, the present value of the accrued lump sum retirement benefit due an Employee who became a Participant prior to
January 1, 2000 shall not be less than the present value of such Participant's vested accrued benefit as of December 31, 1999 utilizing an interest rate that is equal to nine percent
(9%) and mortality table specified above for purposes other than a lump sum payment.

1.02Affiliated Companyshall mean each Participating Company and each entity which is a Related Company with respect to any
Participating Company.

1.03Annuity Starting Dateshall mean the first day of the first period for which an amount is received as an annuity.

1.04Beneficiaryshall mean the person or persons entitled to receive benefits under the Plan upon the death of the
Participant as set forth in Section 7.03.

1.05Boardshall mean the Board of Directors of Newhall Management Corporation or such other corporate entity as may from
time to time be the Managing General Partner.

1.06Break in Serviceshall mean any Plan Year in which:



1.07Codeshall mean the Internal Revenue Code of 1986 as amended.

6

---

1.08Committeeshall mean the Employee Benefit Committee appointed by the Board in accordance with Article X and shall
include, where appropriate, any party to whom responsibility has been properly delegated under Section 10.11.

1.09Companyshall mean The Newhall Land and Farming Company, a California limited partnership.

1.10Compensationshall mean the compensation reportable for Federal Income Tax purposes, including severance payments, that
is or would have been paid to an Employee if such Employee had not made
(i) a salary deferral election under The Newhall Land and Farming Company Employee Savings Plan, (ii) an election under any plan described in Section 125 of the Code or
(iii) an election to defer the receipt of salary or bonus (whether payable in cash or employer securities) under a nonqualified deferral arrangement; provided that, effective for terminations
of employment on and after December 1, 1993, Compensation does not include severance pay. If an amount is included in Compensation at the time of deferral pursuant to the previous sentence, no
amount attributable to the amount so deferred will be included in Compensation at the time the deferred amount is actually paid.



7

---



1.11Contributing Participantshall mean any Participant who elected, under the provisions of the Plan in effect prior to
January 1, 1976, to make monthly contributions under the Plan by payroll deduction. From and after January 1, 1976, employee contributions to the Plan are neither required nor permitted.

1.12Contribution Accountshall mean, with respect to a particular Contributing Participant, an amount equal to:



1.13Credited Benefit Serviceshall mean, for purposes of determining benefits under this Plan, shall be a number of years
and months (or twelfths of years) found by application of subsections (a), (b) and (c) to periods of service beginning on the date (determined by reference to available employment
records of the employer) on which an Employee first renders an Hour of Service with a Participating Company, unless such service is excluded by application of subsection (d).



8

---



Hours of Service

Credited ServiceUnder 500

0500599

2/12 of a year600699

3/12 of a year700799

4/12 of a year800899

5/12 of a year900999

6/12 of a year10001099

7/12 of a year11001199

8/12 of a year12001299

9/12 of a year13001399

10/12 of a year14001499

11/12 of a year1500 and Over

12/12 of a year




Hours of Service

Credited ServiceUnder 300

0300499

1/12 of a year500599

2/12 of a year600699

3/12 of a year700799

4/12 of a year800899

5/12 of a year900999

6/12 of a year10001099

7/12 of a year11001199

8/12 of a year12001299

9/12 of a year13001399

10/12 of a year14001499

11/12 of a year1500 and Over

12/12 of a year




1.14Covered Compensationshall mean the average of the contribution and benefit bases in effect under Section 230 of
the Social Security Act for each year in the 35-year period ending with the year in which the Participant attains the social security retirement age as defined in Section 415(b)(8)
of the Code. For purposes of the above, the determination for any year preceding the year in which the Participant attains the social security retirement age will be made by assuming that there is no
increase in the bases described above after the determination year and before the Participant attains the social security retirement age.

1.15Credited Compensationshall mean aggregate Compensation for the performance of duties as an Eligible Employee.

9

---

1.16Cumulative Vesting Serviceshall mean, with respect to a particular Employee, the aggregate of all such Employee's Years
of Service, except that the following Years of Service shall not be taken into account:



1.17Early Retirement Dateshall have the meaning set forth in Section 3.03(a).

1.18Eligible Employeeshall mean any Employee of a Participating Company, but excluding:



1.19Employeeshall mean:





1.20Employee Provided Benefitshall mean an annual amount determined by increasing a Contributing Participant's Contribution
Account at time of termination or severance from employment

10

---

(not later than his Normal Retirement Date) by the interest rate provided in Section 1.12 as of such date compounded annually to the Normal Retirement Date and then dividing by ten (10).

1.21Employee Savings Planshall mean The Newhall Land and Farming Company Employee Savings Plan.

1.22ERISAshall mean the Employee Retirement Income Security Act of 1974, as amended.

1.23Fiduciaryshall 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.

1.24Final Average Credited Compensationshall mean:



1.25Five-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).

1.26Hour of Serviceshall mean:



11

---





12

---



1.27Insurance Companyshall have the meaning set forth in Section 9.04.

1.28Investment Managershall have the meaning set forth in Section 9.03.

1.29Late Retirement Dateshall have the meaning set forth in Section 3.03(a).

1.30Leased Employeemeans any person, other than a common law employee of an Affiliated Company, who pursuant to an
agreement between an Affiliated Company and any other person ("leasing organization") 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 as determined in accordance with the applicable provisions of the proposed
Income Tax Regulations Section 1.414(n)-1(b)(10), and such services are performed under the primary direction or control of the Affiliated Company.

1.31Liquidation Dateshall mean January 8, 1985.

1.32Managing General Partnershall mean Newhall Management Corporation, a California corporation, the managing general
partner of the Company, and any successor managing general partner.

1.33Non-Seasonal Agricultural Employeeshall mean any employee engaged as an agricultural worker by a component
of an Affiliated Company that is predominantly involved in producing agricultural commodities, and who is not a Seasonal Agricultural Employee.

1.34Normal Retirement Dateshall mean, effective August 1, 1987, the first day of the month coinciding with or next
following a Participant's sixty-fifth (65) birthday.

1.35OBRA 93shall mean the Omnibus Budget Reconciliation Act of 1993.

1.36One-Percent Ownerof an entity shall mean any person who would be described by the definition of Five
Percent Owner herein if "one percent" (1%)" were substituted for "five percent (5%)" each place it appears in such definition.

1.37Participantshall mean any Eligible Employee of a Participating Company who becomes a Participant in the Plan in
accordance with Article II and who has not either: (i) incurred a Rule of Parity Break; or (ii) received the entire amount of his benefits under the Plan.

1.38Participating Companyshall mean the Company and any other employer: (i) authorized by the Board to adopt the
Plan; and (ii) which adopts the Plan for its employees.

1.39Planshall mean The Newhall Land and Farming Company Retirement Plan, as in effect from time to time. With respect to
the period from and after January 1, 1989, the Plan shall be as set forth in this document and as amended from time to time.

1.40Plan Administratorshall mean, with respect to the period prior to January 8, 1985, The Newhall Land and Farming
Company, a corporation, and for the period from and after January 8, 1985, the Managing General Partner.

1.41Plan Yearshall mean: (i) for any year beginning after December 31, 1975, the period from any
January 1st to the following December 31st; and (ii) for any period prior to January 1, 1976, the Plan Year specified in the Plan as in effect for such period.

13

---

1.42Primary Social Security Benefit of a Participantshall mean the following, computed in accordance with
Section 14.04:



1.43Regulationshall mean the Federal Income Tax Regulations, as amended.

1.44Related 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 and Regulations thereunder; and (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 8.01, 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).

1.45Remunerationshall mean an Employee's wages, salaries, and fees for personal services and other amounts received for
personal services actually rendered in the course of employment with a Participating Company or any Related 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 an Employee who has not attained age 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 Employee); and (vi) amounts included in gross income by reason of elections made under
Section 83(b) of the Code. Remuneration does not, however, include:



14

---



1.46Rule of Parity Breakshall mean a Break in Service incurred by a Participant who has not met the vesting requirement of
Section 3.06(a) prior to such Break in Service and consisting of a number of consecutive Breaks in Service which: (i) equals or exceeds the number of such Participant's Years of Service
prior to such Break in Service; and (ii) unless clause (i) is satisfied prior to January 1, 1985, equals or exceeds five (5). Years of Service prior to any Rule of Parity Break
shall be disregarded in determining whether a subsequent Break in Service constitutes a Rule of Parity Break.

1.47Seasonal Agricultural Employeeshall mean any Eligible 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. Any Employee who is a Seasonal Agricultural Employee during any portion of a Plan Year shall, notwithstanding his transfer to or from other employment status, be
entitled in that Plan Year to the benefit of such provisions of this Plan as pertain to a Seasonal Agricultural Employee (including, but not limited to, Sections 1.06, 1.13, 1.16, 1.24, 1.51, 2.01,
3.1(b), and 15.3).

1.48Social Security Taxable Wage Basemeans the contribution and benefit base as determined under Section 230 of the
Social Security Act with respect to a particular time.

1.49Trustshall mean the aggregate of all the assets of the Plan, including: (i) assets held hereunder pursuant to a
trust agreement entered into between the Company and the Trustee, pursuant to Section 9.02; and (ii) assets held pursuant to a contract with an Insurance Company, pursuant to
Section 9.04.

1.50Trusteeshall mean any trustee appointed by the Committee.

1.51Year of Serviceshall mean:



15

---



ARTICLE II
PARTICIPATION

2.01General Eligibility Requirements.



16

---



ARTICLE III
RETIREMENT BENEFITS

3.01Normal Retirement Benefit.



For
purposes of the benefit formula contained in subsection (2) above, a Participant's Normal Retirement Benefit shall be based on his Final Average Credited Compensation and his
Credited Benefit Service through December 31, 1988.



17

---



For
purposes of the benefit formula contained in subsection (3) above, a Participant's Normal Retirement Benefit shall be based on his Final Average Credited Compensation and his
Credited Benefit Service through December 31, 1988.



3.02Provisions Relating to Benefits Commencing Prior to January 1, 1985 and Certain Spousal Benefits.



18

---



3.03Early Retirement Benefit.



19

---



TABLE 1

|Base Benefit Factor |  | Excess Benefit Factor
|------------------- |  | ---------------------
|
|65                  |  | 1.000                
|64                  |  | 933                  
|63                  |  | 867                  
|62                  |  | 800                  
|61                  |  | 733                  
|60                  |  | 667                  
|59                  |  | 633                  
|58                  |  | 600                  
|57                  |  | 567                  
|56                  |  | 533                  
|55                  |  | 500                  

In the case of fractional years, the reduction factors are interpolated to the completed month of age at benefit commencement.

3.04Late Retirement Benefit.



20

---



3.05Benefits for Contributing Participants.

In
no event shall the retirement benefits payable to a Contributing Participant be less than the minimum aggregate benefits provided for in Section 6.03.

3.06Benefits upon Termination.



21

---



ARTICLE IV
REEMPLOYMENT

4.01Repayment.As permitted under Section 411(a)(7)(C) of the Code, if a Participant who has received
his or her vested accrued benefit again becomes an Eligible Employee, the Participant may repay in cash the total amount that he received under the Plan with interest from the date of receipt at the
rate permitted under Section 411(c)(2)(C) of the Code. Such repayment must be made by delivering the required amount to the Trustee within 5 years after the date on which the Participant
again becomes an Eligible Employee. By making this repayment, the Participant will be entitled to have reinstated the Credited Benefit Service with which the Participant was credited as of the date of
the separation from service to which the benefit relates and to have no reduction made to any subsequent benefit under the Plan for any prior benefit payments.

4.02Suspension Before a Participant's Normal Retirement Date.If a Participant who has separated from service
again becomes an Employee, any Plan benefit payable to the Participant will be suspended beginning with the first month after the month in which the Participant is credited with at least 1,000 Hours
of Service for a Plan Year and continuing until the Participant again separates from service. Any benefits to which the Participant may become entitled because of this subsequent separation from
service will be actuarially determined on the basis of increased service, age and other relevant factors and will be actuarially reduced for payments received before reemployment unless the
Participant repaid all such amounts in accordance with the preceding Section.

4.03Suspension After a Participant's Normal Retirement Date.Notwithstanding the foregoing, a Participant who
continues in employment with an Affiliated Company or who is reemployed by an Affiliated Company on or after attaining age 65 will be eligible for his retirement benefit for any month in which the
Participant is expected to receive compensation for less than 40 Hours of Service or such other amount of time that does not constitute Section 203(a)(3)(B) service under ERISA.

4.04Resumption.Benefits suspended because they constitute Section 203(a)(3)(B) service under ERISA will
resume on the first day of the third calendar month after the calendar month in which the
Participant ceases such service and has notified the appropriate Participating Company of such cessation of service.

4.05Death.If a Participant dies while benefits are suspended, with respect to the Participant's retirement
benefits earned before the suspension, a death benefit will be paid as provided under the form of benefit payment previously elected by the Participant, and will be based on the benefit that would
have been paid if the Participant had again retired on the date of death. With respect to the benefit earned during the suspension, any death benefits will be provided in accordance with
Article V.

22

---

ARTICLE V
DEATH BENEFITS

5.01Preretirement Survivor Benefits.Upon the death of a vested Participant prior to his Annuity Starting Date,
survived by a spouse to whom he was married throughout the one-year period ending on the date of death, a benefit under subsection (a) shall be payable to such spouse if the
Participant dies on or after August 23, 1984 after: (i) completing at least one Hour of Service on or after August 23, 1984; or (ii) completing ten (10) Years of
Service and completing at least one Hour of Service on or after January 1, 1976. In the case of any other Participant, no benefit shall be payable except as provided in subsection (b).



23

---



ARTICLE VI
CERTAIN BENEFITS FOR CONTRIBUTING PARTICIPANTS

6.01Withdrawal.Any Contributing Participant whose Annuity Starting Date has not occurred may, by so electing
in writing on a form approved by the Committee, and with the consent of his spouse (if any), withdraw in a lump sum an amount equal to any of the following:



With
respect to any such withdrawal on or after January 1, 1985 by a Participant having at least one Hour of Service or hour of paid leave on or after August 23, 1984, the
consent of such Participant's spouse shall meet requirements (ii), (iii), and (iv) set forth in the first sentence of Section 7.03(b)(1). Following any such withdrawal, such Participants
shall have no right to any Employee Provided Benefit with respect to the amount withdrawn.

6.02Preretirement Death Benefit.Subject to subsections (a) and (b), upon the death prior to his Annuity
Starting Date of a Contributing Participant entitled to benefits under Section 5.01, no amount shall be payable other than under Section 5.01.



6.03Postretirement Death Benefit.Upon the death of a Contributing Participant receiving benefits under
Article III, the excess (if any) of (1) the balance in his Contribution Account as of his Annuity Starting Date over (2) the total amount received by such Participant as
retirement benefits shall be paid in a lump sum to his Beneficiary. However, if the Participant's benefits are payable in the form of a joint and survivor annuity under Section 7.01(b) or a
life and contingent annuity under Section 7.02(b) and the spouse or contingent annuitant survives the Participant, the preceding sentence shall not apply, but, upon the death of the spouse or
contingent annuitant, the excess, if any, of (A) the balance in the Participant's Contribution Account as of his Annuity Starting Date over (B) the total amount received as annuity
payments by the Participant and his spouse or contingent annuitant shall be paid in a lump sum to the Participant's designated Beneficiary. For purposes of the preceding sentence, if no Beneficiary
was designated or none survives, payment shall be made notwithstanding Section 7.03(a) to the estate of the Participant's spouse or contingent annuitant.

24

---

ARTICLE VII
DISTRIBUTIONS OF BENEFITS

7.01Normal Payment Method.



7.02Optional Payment Methods.In lieu of the normal payment method specified in Section 7.01 and subject
to Sections 7.03 and 7.07 and the insurance contract or contracts which may be obtained from time to time to fund benefits hereunder, any Participant may elect to receive a monthly annuity under any
of the optional payment methods described in this Section, which shall be the Actuarial Equivalent of the benefit provided for in Section 7.01(a):



7.03Procedures for Election of Optional Payment Methods and Designation of Beneficiary.



25

---



7.04Notification and Explanation.No less than 30 days and no more than 90 days before the
Annuity Starting Date, the Committee will provide the Participant with a written explanation of the terms and conditions of the form of a joint and survivor annuity, the Participant's right to make,
and the effect of, an election to waive the joint and survivor annuity form, the rights of the Participant's spouse to approve such a waiver, the Participant's right to revoke such a waiver and the
effect of the Participant's right to revoke such a waiver.

A
Participant's waiver must be made on a form prepared by, and delivered to, the Committee no earlier than 90 days before the Participant's Annuity Starting Date.

26

---

Participants
may revoke or change their waivers at any time prior to their Annuity Starting Date by delivering a subsequent form to the Committee.

The
Annuity Starting Date for a distribution in a form other than a joint and survivor annuity may be less than 30 days after receipt of the written explanation described above
provided: (a) the Participant has been provided with information that clearly indicates that the Participant has at least 30 days to consider whether to waive the joint and survivor
annuity and to elect (with spousal consent) a form of distribution other than a joint and survivor annuity; and (b) the Participant is permitted to revoke any affirmative distribution election
at least until the annuity starting date or, if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the joint and survivor annuity
is provided to the Participant.

7.05Small Benefits.



7.06Facility of Payment.If the Committee deems any person entitled to a payment under the Plan to be incapable
of personally receiving such payment and giving a valid receipt therefor, then unless and until claim therefor shall have been made by a duly appointed guardian, conservator, or other legal
representative of such person, the Committee may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and
maintenance of such person. Any such payment shall be made for the account of such person and shall discharge the Plan of any liability therefor.

7.07Limitation on Time and Manner of Distribution.Distribution of benefits to each Participant shall conform
to the requirements of subsections (a) through (c) of this section.



27

---



28

---



ARTICLE VIII
LIMITATIONS ON BENEFITS

8.01Section 415 Limitation.The annual benefit (as defined below) payable to a Participant at any time
will not exceed the maximum permissible amount (as defined below). This limit will be deemed satisfied if the annual benefit is not more than $1,000 multiplied by the Participant's Years of Service or
parts thereof (not to exceed 10) with an Affiliated Company, and the Affiliated Company has not at any time maintained a defined contribution plan, a welfare benefit plan as defined in Code
Section 419(e), or an individual medical account as defined in Code Section 415(1)(2) in which the Participant participated.

8.02Annual Benefit.An annual benefit is a retirement benefit that is payable annually in the form of a
straight life annuity under all qualified defined benefit plans maintained by an Affiliated Company, excluding any benefits attributable to the Participant's contributions or rollover contributions,
if any, to the plans or to any assets transferred from a qualified plan that was not maintained by an Affiliated Company. If the benefit is payable in a form other than a straight life annuity (and
other than a form subject to Code Section 417(e)(3)), the amount must be adjusted to an actuarially equivalent straight life annuity determined by using the greater of the interest rate
specified in the Plan's definition of Actuarial Equivalent or five percent. If the benefit is payable in a form subject to Code Section 417(e)(3), the amount must be adjusted to an actuarially
equivalent straight life annuity determined by using the greater of the interest rate specified in the Plan's definition of Actuarial Equivalent or the applicable interest rate defined in Code
Section 417(e)(3). No actuarial adjustment is required to account for the value of a qualified joint and survivor annuity or any other joint and survivor annuity, provided the Participant's
spouse is the sole Beneficiary, the value of benefits which are not directly related to retirement benefits (such as qualified disability benefits, preretirement death benefits, or postretirement
medical benefits) or for the value of postretirement cost-of-living increases made in accordance with Treasury Regulations.

8.03Maximum Permissible Amount.



29

---



8.04Adjustment.If the benefit the Participant would otherwise accrue in a limitation year would produce an
annual benefit in excess of the maximum permissible amount, the rate of the Participant's benefit accrual will be reduced so that the annual benefit will equal the maximum permissible amount.

8.05Multiple Defined Benefit Plans.If a Participant has ever been covered under more than one defined benefit
plan maintained by an Affiliated Company, and the sum of the Participant's annual

30

---

benefits from all such plans would exceed the maximum permissible amount, the rate of the Participant's benefit accrual in each of the plans will be reduced, pro rata, so that the annual benefit will
equal the maximum permissible amount.

8.06Annual Addition.For purposes of this Appendix, "Annual Addition" means, for any Plan Year, the aggregate
amount (excluding Rollover Contributions and trustee-to-trustee transfers) credited to a Participant's accounts under each defined contribution plan of an Affiliated Company
with respect to such Plan Year from:



8.07Adjustments.In the case of an individual who was a Participant in one or more defined benefit plans of the
Employer as of the first day of the first limitation year beginning after December 31, 1986, the application of the limits of this Section will not cause the maximum permissible amount for such
individual under all such defined benefit plans to be less than the individual's current accrued benefit (as defined below).



8.08Freeze Date.In no event shall the benefit payable to a Participant determined as if the Participant had
separated from service as of December 31, 1999 be less than the Participant's Accrued Benefit determined as if the Participant had separated from service on or after January 1, 2000.

8.09Limitation on Benefits for Highest Paid.To the extent required by law, benefits paid from this Plan to the
25 highest paid Employees shall be subject to the provisions of Regulation 1.401-4(c).

31

---

ARTICLE IX
FUNDING

9.01Agreements Relating to Funding.Benefits under this Plan shall be provided pursuant to one or more written
agreements entered into between the Company and one or more Trustees (as described in Section 9.02), Insurance Companies (as described in Section 9.04), or a combination thereof, as
designated by the Committee. To the extent that the provisions of this Plan are inconsistent with those of a trust agreement entered into under Section 9.02 or a contract with an Insurance
Company entered into under Section 9.04 with respect to the rights, duties or obligations of the Trustee or Insurance Company, the provisions of the trust agreement or contract shall control.

9.02Establishment of Trust Agreement.Some or all of the assets of the Plan may be held pursuant to trust
agreements with one or more 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 Trustee 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. A Trustee shall be subject to the direction of any Investment Manager appointed pursuant to Section 9.03 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. Any trust agreement with a Trustee which is a bank
shall authorize such Trustee to make deposits in such Trustee's commercial banking department (or in any other bank or similar financial institution) provided that such deposits bear a reasonable rate
of interest.

9.03Appointment of Investment Manager.The Committee may, in its discretion, appoint one or more Investment
Managers within the meaning of Section 3(38) of ERISA, and may authorize each such
Investment Manager to direct any Trustee with respect to acquisition, retention, or disposition of any specified portion (or all) of the Trust.

9.04Insurance 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 insurance companies under the laws of more than one state (including but not limited to Group
Retirement Policy No. 6-9019A issued to the Company by Pacific Mutual Life Insurance Company, effective October 1, 1970). 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 9.04 may be executed and held either by the Company or, if the Committee so elects,
by the Committee.

9.05Voting of Securities in Trust.Each Trustee and Insurance Company shall have the authority to exercise any
voting rights relating to stock and securities in the Trust, except that an Investment Manager may assume responsibility for exercising 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 or Insurance Company holding such securities shall determine.

9.06Participating Company Contributions.



32

---



9.07Effect of Transfer of Employment on Participating Company Liability.    A Participant's participation in the
Plan shall be deemed not to terminate because of a transfer of employment from one Participating Company to another Participating Company, so long as such Participant remains an Eligible Employee. To
the extent permitted by Section 413(c) of the Code, and subject to Section 9.06 the full actuarial liability with respect to such a transferred Participant shall be deemed to become the
liability of the Participating Company to which the Participant transfers, and appropriate entries shall be made in the records and books of account of the Plan and any Trustee and Insurance Company
to reflect such transfer of employment.

9.08Application of Forfeitures.All benefits forfeited under this Plan for any reason, including death before
retirement and termination of participation before vesting, shall be applied to reduce future contributions by the Participating Company which had been the employer of the Participant whose benefits
are forfeited or, in the event the foregoing is inapplicable, to reduce pro rata the future contributions of all Participating Companies.

33

---

ARTICLE X
ADMINISTRATION OF THE PLAN

10.01The Board and the Committee.The Board shall from time to time appoint an Employee Benefit Committee of
two or more members (who may, but need not, be members of the Board, officers or individual general partners of the Company or officers of the Managing General Partner) which shall be responsible for
the administration of the Plan. Such members shall serve at the pleasure of the Board. The Committee and the members thereof shall be deemed to be the "named fiduciaries" of the Plan for purposes of
Section 402(a) of ERISA. Notwithstanding the preceding sentence, the Company shall be the "administrator" of the Plan within the meaning of Section 3(16)(A) of ERISA.



10.02Organization of Committee.



10.03Powers 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:



34

---



10.04Uniform 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.

10.05Benefit Claims Procedures.



35

---



10.06Fiduciary Responsibilities.Each member of the Committee, each Trustee, and any other person to whom any
fiduciary responsibility with respect to the Plan is allocated shall be a fiduciary of the Plan and shall discharge his fiduciary duties and responsibilities with respect to the Plan in accordance
with the provisions of ERISA and the provisions of the Plan and any Trust Agreement, to the extent that such provisions are consistent with ERISA.

10.07Liability.No member of the Committee will be liable for any act of omission or commission except as
expressly provided by ERISA.

10.08Indemnification.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.

10.09Reliance on Documents.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.

10.10Member'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.

10.11Delegation 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 13.03; 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.

10.12Investment Policy.At periodic intervals, not less frequently than annually, the Committee shall review
the long-run and short-run financial needs of the Plan, determine an investment policy consistent with the objectives of the Plan, and shall communicate such needs and
investment policy to each Investment Manager, if any, each Trustee, and each Insurance Company so that the investment and funding policy of the Plan can be appropriately coordinated with the needs of
the Plan.

10.13Compensation and Expenses.



36

---



10.14Multiple Fiduciary Capacity.Any person or group of persons may serve in more than one fiduciary capacity
with respect to the Plan.

37

---

ARTICLE XI
AMENDMENT

11.01Amendment.The Plan, any Trust Agreement, and any contract may be amended at any time and from time to
time by an instrument in writing executed pursuant to authority granted by the Board. Upon delivery to the Trustee or Insurance Company of such instrument and of evidence of such authority, the Plan,
the Trust Agreement and such contract shall be deemed to have been amended in the manner and to the extent therein set forth. Notwithstanding the foregoing, however, no such amendment shall:



11.02Technical Amendments.Notwithstanding anything herein to the contrary, the Plan may be amended as and when
necessary to conform to the provisions of ERISA and the Code in effect from time to time. When any amendments to be made to the Plan are technical or administrative in nature and have
no significant effect on the cost to each Participating Company of maintaining the Plan, the Board may by resolution adopt such changes for each and every Participating Company.

11.03Effect of Amendments by Participating Companies.Except as provided in Section 11.2, an amendment
to the Plan shall be binding upon a Participating Company and its employees when approved in writing by the Participating Company.

38

---

ARTICLE XII
MERGER

12.01Successors to Participating Companies.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 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. The substitution of a successor for a
Participating Company shall not constitute a termination of the Plan for any purpose.

12.02Merger 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. If assets are
transferred from this Plan, the Committee will satisfy the distribution requirements of Proposed Regulation 1.401(a)(9)-G-3.

39

---

ARTICLE XIII
TERMINATION

13.01Power to Terminate.It is the intention of the Participating Companies to continue the Plan indefinitely,
but each Participating Company reserves the right, by action of such Participating Company's board of directors or managing general partner, to terminate or suspend accruals under the Plan with
respect to its Participants at any time. For purposes of the preceding sentence, rights conditioned upon a sufficiency of plan assets in the event of a termination or partial termination are
considered to be forfeitable by reason of such condition; however, such rights are not deemed forfeitable because in the event of a determination, an employee does not have any recourse towards
satisfaction of his nonforfeitable benefits other than from the Pension Benefit Guaranty Corporation.

13.02Vesting and Allocation of Assets upon Termination.Subject to the following sections of this
Article XIII and the provisions of Section 8.02, upon the termination or partial termination of the Plan with respect to a Participating Company, the rights of all affected Employees to
benefits accrued hereunder to the date of such termination or partial termination (based on Credited Benefit Service and Credited Compensation through such date) shall, to the extent then funded, be
nonforfeitable. In the event of a Plan termination, any residual assets of the Plan will be distributed to the Participating Company designated by the Committee, provided that all liabilities of the
Plan to Participants and their Beneficiaries have been satisfied, and the distribution does not contravene applicable law.

13.03Partial Termination.For purposes of determining whether a partial termination has occurred, all Employees
will be deemed employed by the same employer. A partial termination of the Plan will not be deemed to occur solely by reason of the sale or transfer of all or substantially all of the assets of a
Participating Company, but will be deemed to occur only if there is a determination, either made or agreed to by the Committee, or made by the Internal Revenue Service and upheld by a decision of a
court of last resort, that a particular event or transaction (including the sale or transfer of all or substantially all of the assets of a Participating Company) constitutes a partial termination
within the meaning of Code Section 411(d)(3)(A).

40

---

ARTICLE XIV
MISCELLANEOUS

14.01Source of Payment.Benefits under the Plan shall be payable only out of the assets hereof, and no
Participating Company shall at any time, before or after termination of the Plan, have any legal obligation, responsibility or liability to make any direct payment of benefits under the Plan. Neither
the Participating Companies nor any Trustee or Insurance Company guarantees against any loss or depreciation of such assets or guarantees the payment of any benefits hereunder. No persons shall have
any rights under the Plan or against any Trustee or Insurance Company, the Company or any Participating Company, except as specifically provided for herein. Upon any termination of the Plan, benefits
shall be paid solely from assets of the Plan or by the Pension Benefit Guaranty Corporation, and neither the Company, any Participating Company, the Committee, nor any fiduciary shall be liable or
responsible for any benefits under the Plan should Plan assets be insufficient to pay any benefit.

14.02Inalienability of Benefits.



41

---



14.03Return 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 in the Trust 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 following conditions:



14.04Determination of Primary Social Security Benefit.



14.05No 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 any Affiliated Company.

14.06Payments to Minors or Incompetents.If a distribution is to be made to a minor, or to an incompetent
person, the Committee may direct that the distribution be paid to the legal guardian, or if none, to a parent of such person, or to a responsible adult with whom the person maintains residence, or to
the custodian for the person under the Uniform Gift to Minors Act or Gift to Minors Act, if permitted by the laws of the state in which the person resides.

14.07Lost Participant or Beneficiary.In the event that a benefit has been payable for five years or more
without a claim being made and the Committee is unable by reasonable diligence to locate the Participant or Beneficiary to whom payment is due, such benefit shall be forfeited and shall be applied

42

---

to reduce future Participating Company contributions to the Plan. However, the benefit shall be reinstated if a claim is subsequently made by the Participant or Beneficiary for such benefit.

14.08Satisfaction of Claims.Any payment to a Participant, the Participant's legal representative or
Beneficiary, in accordance with the terms of this Plan and the Trust, shall, to the extent thereof, be in full satisfaction of all claims such person may have against the Trustee, the Committee and
any Participating Company, any of whom may condition the payment upon execution of a receipt and release therefor as determined by the Trustee, the Committee or a Participating Company.

14.09Determinations.The amount of any Plan benefit will be determined under Plan provisions in effect when the
Participant separated from service.

14.10Mistaken Payments.Benefits improperly paid to a person will be owed by that person to the Plan and,
notwithstanding any other provisions of this Plan, may be deducted from future benefits payable to the person entitled to receive such benefits.

14.11Direct Rollover.Effective January 1, 1993, notwithstanding any provision of this Plan to the
contrary that would otherwise limit a Distributee's election under this Plan, a Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. For these purposes, the following definitions apply:



43

---



14.12Interpretation.Article and section headings in this instrument are for convenience of reference only and
shall not be deemed to be part of the substance hereof or in any way to enlarge or limit the contents of any article or section.

14.13Applicable 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 Internal Revenue 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.

14.14USERRA Compliance.Notwithstanding any provision of this Plan to the contrary, contributions, benefits,
and service credit with respect to qualified military service shall be provided in accordance with Code Section 414(u) effective December 12, 1994.

44

---

ARTICLE XV
TOP-HEAVY RULES

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



For
Plan Years beginning before 2002, the following definition applies:



The
determination of Key Employee status shall be made pursuant to the following:



45

---





46

---



15.02Top-Heavy Status.



47

---



15.03Minimum Benefit.



15.04Vesting.



48

---



Years of Cumulative Vesting Service

Vested Percentage of BenefitLess than 2

0%2

20%3

40%4

60%5

80%6 or more

100%




49

---



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 this 16th day of July, 2002.

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

50

---