**THE NEWHALL LAND AND FARMINGCOMPANYEMPLOYEE SAVINGS PLANAMENDMENT NO. 4**

 

             TheNewhall Land and Farming Company Employee Savings Plan (the “Plan”), asrestated in its entirety effective January 1, 1989, and subsequently amended,is further amended effective as of the dates set forth below, as follows:

             1.          Section 2.04 of the Plan is amended,effective as of January 1, 2001, to read as follows:

“AccountingDate shall mean January 1 of each year subsequent to the effective date ofthe Plan on January 1, 1980 and each other date or dates as may beestablished by the Committee.”

             2.          Subsection 2.12(a) of the Plan isamended, as of July 1, 2000, to read as follows:

             “(a)       any individual who performs services for a ParticipatingCompany solely as a Leased Employee, independent contractor, consultant oremployee of a third-party employment agency or is classified as such by theParticipating Company for whom such services are performed (whether or not suchclassification is upheld upon governmental or judicial review); and”

3.          Section 2.19 of the Plan is amended,as of January 1, 1997, by striking the definition of  “Highly Paid Employee” and substituting the following:

“HighlyPaid Employee means, effective for Plan Years commencing after January 1, 1996,and in determining whether an Employee is Highly Compensated for Plan Yearsbeginning in 1997, an Employee who:

             (a) was a Five Percent Owner at anytime during the year or the preceding year, or

             (b) for the preceding year receivedaggregate Remuneration from the Employer in excess of $80,000 (or such greateramount as the Internal Revenue Service may determine pursuant to Section414(q)(1) of the Code) and was in the group of Employees consisting of the top20% of Employees when ranked on the basis of Remuneration paid during thepreceding year.

Forpurposes of identifying Highly Paid Employees, the following rules shall apply:

             (I)         Forpurposes of determining the number of Employees in the top 20% of Employees byRemuneration under subsection (b) above, the Committee shall exclude Employeeswho: (i) have not completed six (6) months of service; (ii) normally work lessthan 17 1/2 hours per week; (iii) normally work during not more than six (6)months during any year; (iv) have not attained age 21; (v) are included in aunit of employees covered by a collective bargaining agreement (except to theextent provided in Treasury Regulations); or (vi) rendered no services to anyAffiliated Company during such year.

             (II)        A former Employee who separates from service (whetheractually or constructively) shall continue to be treated as a Highly PaidEmployee if such Employee was a Highly Paid Employee (i) at any time during thePlan Year in which his/her Severance Date occurs or (ii) at any time afterattainment of age fifty-five(55).
             (III)       For purposes of this Paragraph, notwithstanding Section 2.13,the term “Employee” shall exclude any individual who is, at all times during aPlan Year, a nonresident alien and who receives no earned income (within themeaning of Section 911(d)(2) of the Code) from an Affiliated Company whichconstitutes income from sources within the United States within the meaning ofSection 861(a)(3) of the Code.

             (IV)       In determining whether an Employee is a Highly Paid Employeefor the 1997 Plan Year, the amendments to Section 414(q) of the Code statedabove are treated as having been in effect for years beginning in 1996.”

             4.          Section 2.20 of the Plan is amended,as of January 1, 1997, by striking subparagraph (d) of the definition of“Highly Paid Participant.”

             5.          Section 2.22 of the Plan is amended,as of January 1, 1997, by striking the definition of “Leased Employee” andsubstituting in lieu thereof the following:

“LeasedEmployee means any person, other than an a common law employee of anAffiliated Company, who pursuant to an agreement between an Affiliated Companyand any other person has performed services for the Affiliated Company (or forthe Affiliated Company and related persons determined in accordance withSection 414(n)(6) of the Code) on a substantially full-time basis for a periodof at least one year, and such services are performed under the primarydirection or control of the Affiliated Company.”

             6.          Article II of the Plan is amended, asof January 1, 1997, by striking Section 2.34, the definition of “RemainingParticipant.”

             7.          Section 2.35 of the Plan is amended,effective as of January 1, 1998, by adding the following paragraph:

“Forpurposes of Section 5.03, for Limitation Years beginning after December 31,1997, Remuneration paid or made available during such Limitation Year shallinclude any elective deferral (as defined in Section 402(g)(3) of the Code),and any amount which is contributed or deferred by the Employer at the electionof the Employee and which is not includible in the gross income of the Employeeby reason of Sections 125 or 457 of the Code.”

             8.          Section 5.01 is amended, effective asof January 1, 2001, to read as follows:

“BasicEmployer Contributions. A Participating Company shall contribute to thePlan on behalf of each Participant who is employed by it at any time during apayroll period an amount equal to the Basic Employer Contribution elected bysuch Participant with respect to his or her Earnings for such payroll periodthat are attributable to service for such Participating Company.”

             9.          The introductory phrase in Subsection5.02(a) is clarified as applied to the determination of eligibility for theMatching Employer Contribution for Plan Years beginning on and afterJanuary 1, 1995 to read as follows:

“Subjectto subsections (b), (c) and (d), Section 5.03, and Article VI, eachParticipating Company shall, with respect to each Participant employed by itduring a payroll period, contribute to the Trust in cash a Matching EmployerContribution in an amount determined by multiplying (i) the aggregateamount of Basic Employer Contributions not in excess of 6% of a Participant’sEarnings actually allocated to such Participant’s Basic Employer Contributionaccount for such payroll period by reason of employment with such ParticipatingCompany by (ii) a percentage determined by reference to such Participant’syears of Seniority Service as of the end of such Plan Year as follows:”
             10.        Subsections 5.03(e) and 5.04(g) shall bedeleted, effective January 1, 2000, and shall have no force or effect withrespect to the Account of a Participant who performs an Hour of Service on orafter January 1, 2000.

             11.        Effective January 1, 1989, a newSubsection 5.06(c) shall be added to clarify the treatment of RolloverContributions prior to an Eligible Employee’s becoming a Participant asprovided in Article III to read as follows:

             “(c)       An Eligible Employee who makes a RolloverContribution shall become a Participant as of the date of such contributioneven if he or she had not previously become a Participant.  Such an Eligible Employee shall become aParticipant only for the purposes of such Rollover Contribution and shall notbe eligible to share in any Company contributions until he or she becomes aParticipant in accordance with Section 3.01.”

             12.        Article VI of the Plan is amended,effective as of January 1, 1997, by substituting “non-Highly Paid Participant”for “Remaining Participant” wherever the latter appears in Article VI.

             13.        Section 6.01(a) of the Plan is amendedin its entirety, effective as of January 1, 1998, to read as follows:

             “(a)       With respect to any Plan Year, the Actual Deferral Percentage(as defined in subsection (b)) of the group consisting of all Highly PaidParticipants for such Plan Year shall not exceed the greater of:

             (1)         125percent of the prior year’s Actual Deferral Percentage for the group of allnon-Highly Paid Employee for the prior Plan Year.

             (2)         Thelesser of: (i) 200 percent of the prior year’s Actual Deferral Percentage forthe group of all non-Highly Paid Participant for the prior Plan Year; or (ii)the prior year’s Actual Deferral Percentage for the group of all non-HighlyPaid Participants for the prior Plan Year plus two (2) percentage points.

Notwithstandingthe foregoing, the Employer has the right to elect and amend the Plan to usecurrent year data for determining the deferral percentage for all non-HighlyPaid Participants.”

             14.        Section 6.02(b) of the Plan is amendedin its entirety, effective as of January 1, 1997, to read as follows:

“ForPlan Years commencing on or after January 1, 1997, Excess Contributions areallocated to the Highly Paid Participants with the largest dollar amount ofBasic Employer Contributions taken into account in Section 6.01(a) above, forthe year in which the Excess Contributions arose, beginning with the HighlyPaid Participants with the largest dollar amount of such Basic EmployerContributions and continuing in descending order until all the ExcessContributions have been allocated.  Forpurposes of the preceding sentence, the “largest amount” is determined afterdistribution of any Excess Contributions.”

             15.        Section 6.03(a) of the Plan is amendedin its entirety, as of January 1, 1998, to read as follows:

             “(a)       With respect to any Plan Year, the Contribution Percentage (asdefined in subsection (b)) of the group consisting of all Highly PaidParticipants for such Plan Year shall not exceed the greater of:

             (1)         125percent of the prior year’s Contribution Percentage for the group of allnon-Highly Paid Participants for the prior Plan Year.
             (2)         Thelesser of: (i) 200 percent of the prior year’s Contribution Percentage for thegroup of all non-Highly Paid Participants for the prior Plan Year; or (ii) theprior year’s Contribution Percentage for the group of all non-Highly PaidParticipants for the prior Plan Year plus two (2) percentage points.

Notwithstandingthe foregoing, the Employer has the right to elect and amend the Plan to usecurrent year data for determining the contribution percentage for all non-HighlyPaid Participants.”

             16.        Section 6.04(b) of the Plan is amended,effective as of January 1, 1997, by adding the following paragraph:

“ForPlan Years commencing on or after January 1, 1997, Excess AggregateContributions are allocated to the Highly Paid Participants with the largestdollar amount of Matching Contributions taken into account in Section 6.03(a)above, for the year in which the Excess Aggregate Contributions arose,beginning with the Highly Paid Participant with the largest dollar amount ofsuch Matching Contributions and continuing in descending order until all theExcess Aggregate Contributions have been allocated.  For purposes of the preceding sentence, the “largest amount” isdetermined after distribution of any, Excess Aggregate Contributions.”

             17.        Article VI of the Plan is amended,effective as of January 1, 1998, by striking Section 6.05.

             18.        Section 6.06 of the Plan is amended,effective as of January 1, 1997, by striking Subsection (d).

             19.        Section 6.07(a) of the Plan is amended inits entirety, effective as of January 1, 1998, to read as follows:

             “(a)       If both the Actual Deferral Percentage and the ContributionPercentage do not satisfy the basic limitations set forth in Sections6.01(a)(1) and 6.03(a)(1) and one or more Highly Paid Participants are eligibleto have Basic Employer Contributions made on their behalf and to have MatchingContributions made on their behalf, then the sum of the Actual DeferralPercentages of Highly Paid Participants plus the sum of the Contribution Percentagesof Highly Paid Participants shall not exceed the greater of:

             (1)         Thesum of: (i) 125 percent of the greater of the prior year’s Actual DeferralPercentage or Actual Contribution Percentage for the group of all non-HighlyPaid Participants for the prior Plan Year, plus (ii) two percentage points plusthe lesser of the prior year’s Actual Deferral Percentage or ActualContribution Percentage for the group of all non-Highly Paid Participants forthe prior Plan Year.

             (2)         Thesum of: (i) 125 percent of the lesser of the prior year’s Actual DeferralPercentage or Actual Contribution Percentage for the group of all non-HighlyPaid Participants for the prior Plan Year, plus (ii) two percentage points plusthe greater of the prior year’s Actual Deferral Percentage or ActualContribution Percentage for the group of all non-Highly Paid Participants forthe prior Plan Year.

Notwithstandingthe foregoing, the Employer has the right to elect and amend the Plan to usecurrent year data for determining the deferral or contribution percentage forall non-Highly Paid Participants.”

             20.        The second sentence of Section 7.02shall be amended, effective as of January 1, 2001, to read asfollows:
“Participantsmay elect to invest amounts held in their Accounts in shares of a fundconsisting of cash and Depositary Units (“Newhall Fund”), consistent with theinvestment policy implemented by the Committee pursuant to its discretionaryauthority to administer and interpret the Plan.”

             21.        The last sentence of Section 7.03(a)shall be amended, effective as of January 1, 2001, to read asfollows:

“Suchdesignation shall become effective as soon as practicable following receipt ofthe Participant’s election by the Committee or its delegate.”

             22.        Section 7.03(b) shall be amended,effective January 1, 2001, to read as follows:

“Asof each Accounting Date, a Participant may elect to transfer a portion of hisor her existing funds into the Newhall Fund consistent with the investmentpolicy and procedures implemented by the Committee, provided the aggregatevalue of his or her Accounts invested in the Newhall Fund does not exceed 30%of the value of his or her Accounts.  Atransfer that exceeds the percentage limitation shall be reduced pro ratabetween the originating investment funds. The election provided for in the preceding sentence shall be effectiveas soon as practicable following receipt of the Participant’s election form bythe Committee or its delegate.

             23.        The second sentence of Section 7.09shall be amended, effective July 8, 1997, to read as follows:

“Each such Investment Manager must be a person (i)who has the power to manage, acquire or dispose of any assets of the Plan, (ii)who (I) is registered as an investment adviser under the Investment AdvisersAct of 1940 or any successor statute (“the Act”), (II) is not registered as aninvestment adviser under the Act by reason of paragraph (1) of Section 203A(2)of the Act, but is registered as an investment advisor under the laws of thestate (referred to in paragraph (1) of Section 203A of the Act) in which itmaintains its principal office and place of business, and, at the time thefiduciary last filed the registration form most recently filed by the fiduciarywith such state in order to maintain the fiduciary’s registration under thelaws of such state, also filed a copy of such form with the Secretary of Labor,(III) is a bank as defined in that Act, or (IV) is an insurance companyqualified to manage, acquire or dispose of any assets of the Plan under thelaws of more than one state, and (iii) has acknowledged in writing that he/sheis a fiduciary with respect to the Plan.”

             24.        Subparagraph 9.02(b)(1)(iii) of the Planis amended in its entirety, effective as of January 1, 1997, to readas follows:

“Paymentof tuition, related educational fees, and room and board expenses, for the next12 months of post-secondary education for the Participant, or the Participant’sspouse, children, or dependents.”

             25.        The first sentence of Section 9.04 isamended, effective as of January 1, 2001 to read as follows:

Uponapproval of his or her application by the Committee (in accordance with theprocedure and criteria set forth in subsection (a)), a Participant may borrowfrom the Trust an amount as specified in subsection (b), upon the terms andconditions set forth in subsection (d).

             26.        The first sentence of Subsection11.01(c) is amended, effective August 1, 2001, to read as follows:
Notwithstandingsubsection (b), a Participant may elect in writing at any time following his orher termination of employment to receive a distribution of his or her entireVested Value in a lump sum provided that such distribution occurs not more than90 days following such Participant’s election.

             27.        Effective August 5, 1997, a newSubsection 14.02(g) shall be added to read as follows:

             “(g)      The prohibition set forth in subsection (a) shall not apply toan offset to a Participant’s Account against an amount that the Participant isordered or required to pay the Plan with respect to a judgment, order or decreeissued, or a settlement entered into, on or after August 5, 1997 in accordancewith Sections 401(a)(13)(C) and (D) of the Code.”

             28.        Effective January 1, 1999, the followingshall be added to the end of Paragraph 14.06(b)(1):

“andany hardship withdrawal pursuant to Section 9.02.”

             29.        Effective December 12, 1994, a newSection 14.08 shall be added to read as follows:

“USERRACompliance.  Notwithstanding anyprovision of this Plan to the contrary, contributions, benefits and servicecredit with respect to qualified military service shall be provided inaccordance with Section 414(u) of the Code.”

             30.        Except as modified by this Amendment No.4, all the terms and provisions of the Plan (as previously amended) shallcontinue in full force and effect.

**                           INWITNESS WHEREOF,** Newhall Management Corporation, managing general partner of NewhallManagement Limited Partnership, managing general partner of The Newhall Landand Farming Company, a California limited partnership has caused this AmendmentNo. 4 to be executed on behalf of such partnership by its duly authorizedofficer as of this 18th day of July, 2001.
 THE  NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP)   By:NEWHALL MANAGEMENT LIMITED PARTNERSHIP,  MANAGING GENERAL PARTNER    By:NEWHALL MANAGEMENT CORPORATION,  MANAGING GENERAL PARTNER    By:/s/ Trude A. Tsujimoto Title:Secretary