EXHIBIT 4.19(d)


 


AMENDMENT 2004-1


 


TO THE


 


KERZNER INTERNATIONAL NORTH
AMERICA, INC.

RETIREMENT SAVINGS PLAN


 


(As amended and restated effective January
1, 2002)


 


Pursuant to the authority reserved to Kerzner International North
America, Inc. (the “Employer”) under Section 14.1 of the Kerzner
International North America, Inc. Retirement Savings Plan (the “Plan”), the Plan
is hereby amended as follows:


 


1.             Effective as of
January 1, 2004, Section 2.1 of the Plan is hereby amended to read, in its
entirety, as follows:


 


“Section 2.1 Participation.  Each Eligible Employee who was a
Participant in the Plan on December 31, 2001 shall remain a Participant on
January 1, 2002, if he is then an Eligible
Employee.  Each Eligible Employee
hired on or after January 1, 2002 shall become a Participant at the beginning
of the next available payroll period following the latest of the date that he
has attained age 21 or the date that he
has completed at least one-quarter (1/4) of a Year of Service, if he is
then an Eligible Employee.  Except as
otherwise provided, each Employee who is not hired as an Eligible Employee
shall become a Participant at the beginning of the next available payroll
period following the date he becomes an Eligible Employee; provided that he has
satisfied the age and service requirements specified in this Section 2.1.”


 


2.             Effective June 4,
2004, Article XV of the Plan is hereby amended by adding new Section 15.7
to the end thereof to read, in its entirety, as follows:


 


“Section 15.7 Lost
Payees. A benefit shall be deemed forfeited, and used, at the discretion of
the Employer to (a) pay any administrative expenses of the Plan,
(b) fund benefits required to be restored under Section 9.4 or
(c) reduce the Employer’s obligation to make Matching Contributions allocated
pursuant to Section 3.4 or any Discretionary Profit Sharing Contributions
allocated pursuant to Section 3.3, if the Committee is unable to locate a
Participant, a Beneficiary or an alternate payee under a Qualified Domestic
Relations Order, as defined in section 414(p) of the Code, to whom payment is
due; provided, however, that such benefit shall be reinstated if a claim is
made by the party to whom properly payable, without any credit for earnings or
losses since the date of the deemed forfeiture.”


 

















 


3.             Effective May 1,
2004, Appendix A of the Plan is hereby amended to read, in its entirety, as
follows:


 


“APPENDIX A




PARTICIPATING EMPLOYERS


 




	
  Kerzner International
  North America, Inc, ISS, Inc.

  
	
  PIV,
  Inc.

  
	
  Kerzner International
  Development Group, Inc.

  
	
  Kerzner
  International Marketing, Inc.

  
	
  Kerzner
  International Nevada, Inc.

  
	
  Kerzner
  International New York, Inc.

  
	
  Kerzner
  International Resorts, Inc.

  
	
  Kerzner
  International Development Services, Inc. — effective October 1, 2002

  
	
  Kerzner
  International California, Inc. — effective January 1, 2003

  
	
  Kerzner
  International Management Services, Inc. — effective October 1, 2002

  
	
  Kerzner International
  Employment Services Limited — effective May 1, 2004”

  






 


 


To record the adoption of this Amendment 2004-1, the Employer has
caused its authorized officer to affix its corporate name and seal hereto this
4th day of June, 2004.


 


	
  Attest:

  	
  KERZNER
  INTERNATIONAL

  NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  John Allison

  	
  /s/John
  Allison

  	
   

  



 


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