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Exhibit 10(a)
AMENDMENT NO.3
TO
THE NEWHALL LAND AND FARMING COMPANY RETIREMENT PLAN
The Newhall Land and Farming Company Retirement Plan, as
restated in its entirety effective January 1, 1989, and subsequently amended, is
hereby further amended as follows:
FIRST: Effective July 15, 1998, the third sentence of Section
1.01 is amended to read in full as follows:
"Notwithstanding the preceding sentence, determining (i)
whether the present value of a Participant's accrued benefit
exceeds $3,500 ($5,000, effective July 15,1998) for purposes of
Section 7.05 and (ii) the amount of a lump sum benefit shall be
based on an interest rate that is the lesser of either the
Applicable Interest Rate or nine percent (9%)."
SECOND: Effective January 1, 1989, the first two paragraphs of
Section 1.10 (the lead-in paragraph and subsection (a)) are amended to read in
full as follows:
"1. 10. Compensation shall 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.
(a) Compensation does not include that
portion of compensation imputed for
tax purposes as a result of fringe
benefits (including any gain upon
the exercise of options to acquire
employer securities or the sale of
securities acquired thereunder, the
vesting of restricted employer
securities or other gains from
equity compensation other
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than employer securities that are
payable (or would be payable absent
a deferral election by the
Participant) as an annual bonus) and
other similar forms of compensation
as determined in accordance with
nondiscriminatory rules adopted by
the Committee."
THIRD: Effective January 1, 1997, the third paragraph of
Section 1.10(b) is hereby amended to read in full as follows:
"The remainder of this paragraph applies before January 1,
1997, but not thereafter: In determining the above limits, to
the extent required by law, the family aggregation rules of
Code Section 414(q)(6), as in effect before January 1, 1997,
apply, except that the term "family" includes only the spouse
of the Participant and any lineal descendants of the
Participant who have not attained age 19 before the close of
the Plan Year. To the extent required by applicable
Regulations, if the limitation is reached for a family group,
then the limitation amount will be prorated among each member
of the family group in the proportion that each family member's
compensation bears to the total compensation of the family
group."
FOURTH: Effective July 15,1998, the first sentence of Section
7.05(a) is amended to read in full as follows:
"Notwithstanding Sections 7.01 through 7.04, if the Actuarial
Equivalent of a Participant's accrued vested benefits is less
than or equal to $1,750 ($3,500 after December 31, 1984 and
before July 15, 1998 with respect to Participants having at
least one Hour of Service or one hour of paid leave on or after
August 23, 1984; and $5,000 on and after July 15, 1998 with
respect to all Participants), the Committee may direct that
such Participant be paid the Actuarial Equivalent of such
benefits in one lump sum."
FIFTH: Effective January 1, 1997, Section 7.07(c) is hereby
amended to read in full as follows:
"(c) Minimum Distributions. Notwithstanding the preceding
subsection, for Plan years beginning after December
31, 1988, distributions will be made in accordance
with the following:
(1) Regulations under Code Section
401(a)(9), and the incidental death
benefit requirements in Code Section
401 (a)(9)(G);
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(2) Distribution of a Participant's
benefits under the Plan shall
commence no later than April 1 of
the calendar year following the
later of: (i) the calendar year in
which the Participant attains age 70
1/2 or, if the Participant attains
age 70 1/2 after December 31, 1999,
and is not, with respect to the Plan
Year ending in the calendar year in
which he attains age 70 1/2, a Five
Percent Owner, (ii) the calendar
year in which the Participant
retires.
(3) If, pursuant to Section 7.07(c)(2)
above, distribution of a
Participant's benefit begins later
than April 1 of the calendar year
following the calendar year in which
the Participant attains age 70 1/2,
the Participant's retirement benefit
at such time thereafter as benefits
begin shall be equal to the
Actuarial Equivalent of the
retirement benefit that would have
been payable to such Participant
beginning on the later of such April
1 or January 1, 1997, plus the
Actuarial Equivalent of any benefits
accrued after that date."
SIXTH: Except as modified by this Amendment, all the terms and
provisions of the Plan (as previously amended) shall continue in full force and
effect.
IN WITNESS WHEREOF, Newhall Management Corporation, managing
general partner of Newhall Management Limited Partnership, managing general
partner of The Newhall Land and Farming Company, a California limited
partnership, has caused this
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Amendment No.3 to be executed on behalf of such partnership by its duly
authorized officer this 15th day of July, 1998.
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:
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Thomas H. Almas
SECRETARY
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