1
Exhibit 10(b)
AMENDMENT NO 2
TO
THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN
The Newhall Land and Farming Company Employee Savings Plan, as
restated in its entirety effective January 1,1989, and subsequently amended, is
hereby further amended as follows:
FIRST: That portion of Section 11.01 consisting of the lead-in
paragraph and subsections (a) through (b) is amended, effective January 1, 1998,
to read in full as follows:
"11.01 General. Upon the termination of employment of a
Participant, except by death:
(a) If the Participant's Vested Value does not
exceed $3,500 ($5,000 on and after July 15,
1998), such Vested Value shall be distributed
to such Participant in a lump sum within 60
days following the Accounting Date which
coincides with or next follows his termination
of employment.
(b) If such Participant's Vested Value. exceeds
$3,500 ($5,000 on and after July 15, 1998), the
Committee shall distribute such Vested Value in
a lump sum upon such Participant's attainment of
age 65 or, if later, within 60 days following
the Accounting Date which coincides with or next
follows his termination of employment."
SECOND: Section 11.04 is hereby amended effective January 1,
1997 to read in full as follows:
"11.04 Required Distributions to Certain Participants.
(a) Effective January 1, 1985, distributions will
be made in accordance with the Regulations
under Section 401 (a) (9), including the
minimum distribution incidental benefit
requirement of Section 401(a)(9)(G) of the
Code.
(b) Notwithstanding Section 11.01 or any
Participant's consent, distribution shall
occur 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; provided, however, that:
(1) Any Participant who has not at any
time been a Five Percent Owner and
who has attained age 70 1/2 before
January 1, 1988 may elect to defer
distribution of his benefits until
his actual retirement, and
2
(2) Any Participant who attains age 70
1/2 during 1988 shall be treated for
purposes of this Section as having
attained age 70 1/2 in 1989."
THIRD: 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 Amendment No. I 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:
------------------------------
Thomas H. Almas
SECRETARY