Exhibit 10
THE NEWHALL LAND AND FARMING COMPANY
RETIREMENT PLAN
AMENDMENT NO. 4
The Newhall Land and Farming Company Retirement Plan (the
"Plan"), as restated in its entirety effective January 1, 1989, and subsequently
amended, is hereby further amended, as follows:
1. Section 1.45 of the Plan is hereby amended, effective as of
January 1, 1997, by striking the last paragraph and inserting the following:
"Remuneration shall include any employer contribution under a
cash or deferred arrangement to the extent not included in
gross income under Code Section 402(g)(3) and any amount which
the employee would have received in cash but for an election
under a cafeteria plan (within the meaning of Code Sections
125).
"Notwithstanding the foregoing, for purposes of Section 15.01
(b), an Employee's Remuneration shall not exceed the
limitation amount contained in Section 1.10(b)."
2. Section 1.30 of the Plan is hereby amended in its entirety,
as of January 1, 1997, as follows:
"LEASED EMPLOYEE means 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."
3. Section 1.01 of the Plan is hereby amended in its entirety,
effective as of January 1, 2000, to read as follows:
"ACTUARIAL EQUIVALENT shall 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:
(a) The Applicable Interest Rate under Section 417(e) of the
Code for the second full calendar month before the date of
distribution, and the Applicable Mortality Table under Section
417(e) of the Code; or
(b) Eighty-eight percent (88%) of the average interest rate on
30-year Treasury securities for the third full calendar month
before the date of distribution, and the GAM 83 mortality
table blended 50% male and 50% female.
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."
4. Section 7.04 of the Plan is hereby amended, effective as of
January 1, 1999, by adding the following paragraph:
"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; (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; and (c)
the Annuity Starting Date is a date after the date that the
written explanation was provided to the Participant."
5. Except as modified by this Amendment No. 4, all the terms and
provisions of the Plan, as previously amended, shall continue in full force
and effect.
IN WITNESS WHEREOF, The Newhall Land and Farming Company, has
caused this instrument to be executed on its behalf by its duly authorized
officer as of this 21st day of July, 1999.
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 Tsujimoto
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