EXHIBIT 4.19(e)


 


AMENDMENT 2005-1


 


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
January 1, 2006, 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 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 (age 18 effective January 1, 2006) 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
January 1, 2006, Section 3.1 shall be revised to read, in its
entirety, as follows:


 


“Section 3.1                                General
Requirements. Participants are not required to make Contributions hereunder.
In order to make Contributions, a Participant shall make an election, in the
manner prescribed by the Committee, to reduce Compensation and make Deferral
Contributions in accordance with the provisions of this Article III, which
shall become effective on the first day of the payroll period next following
the receipt of such election or as otherwise prescribed by the Committee. A
Participant who wishes to have  deferred
amounts transferred as provided under Section 3.2(d) of the Plan must
make an irrevocable election to defer such compensation no later than December 31
of the calendar year preceding the Plan Year to which the election to defer
applies. Notwithstanding the foregoing, the Committee, in its sole discretion, may amend
or revoke a Participant’s election at any time, if the Committee determines
that


 

















 


Contributions or allocations to such Participant’s
Account would otherwise exceed the limitations of Article V.”


 


3.                                       Effective
January 1, 2006, Section 3.2(d) is added to read, in its
entirety, as follows:


 


“(d)                           Notwithstanding
the foregoing, a Participant who is also a participant in the Kerzner
International Limited Deferred Compensation Plan (the “Deferred Compensation
Plan”) may, in lieu of a deferral directly to the Plan, make an election to transfer
from the Deferred Compensation Plan an amount equal to the lesser of:  1) the amount of the Participant’s election
under Section 3.2(a) of the Deferred Compensation Plan plus matching
contributions, or 2) the maximum amount of pre-tax deferrals under Section 3.2(a) of
the Plan finally determined to be permitted under the terms of the Plan or
applicable law reduced by the amount of the Participant’s contributions to the
Plan plus Matching Contributions.”


 


4.                                       Effective
January 1, 2006, a new Section 3.5 is added to read, in its entirety,
as follows:


 


“3.5                           Nondiscretionary
Contributions. If a Participant elects to make contributions under Section 3.2(d) of
the Plan, the Company will contribute the amount determined under Section 3.2(d) to
the Plan no later than the March 15 following the calendar year of such
deferral.”


 


5.                                       The
prior Section 3.5 and subsequent Sections are hereby renumbered.


 


6.                                       Effective
as of November 18, 2005, Section 10.3(o) is hereby amended to read,
in its entirety, as follows:


 


“(o)                           A
loan shall be considered in default if the Participant:


 


(i)                                     breaks
a promise under the Promissory Note;


 


(ii)                                  effective
as of November 18, 2005, fails to make up a missed loan repayment by the
end of the calendar quarter following the calendar quarter in which the loan repayment
was originally due;


 


(iii)                               makes
a false or misleading statement in obtaining the loan;


 


(iv)                              dies,
becomes insolvent, makes assignment for the benefit of creditors, has an entry
of judgment against him, has the whole or part of his property attached,
or files a petition in bankruptcy or a petition in bankruptcy is filed against
the Participant; or


 


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(v)                                 applies
for a distribution of the balance of his Accounts pursuant to subsection (k)
above.”


 


7.                                       Effective
as of March 28, 2005, Section 11.1 of the Plan is hereby amended to
read, in its entirety, as follows:


 


“Section 11.1                          Lump
Sum Distribution after Termination. If a Participant incurs a Severance
from Service Date for any reason other than death, the total amount in all of
his Accounts shall be distributable to him in one lump sum payment, unless the
Participant elects, in the manner and at the time provided by the Committee, to
have such distributable amounts payable in another form prescribed by Section 11.2.
Distribution shall be made in cash. Distribution shall normally be made as soon
as administratively practicable following the Severance from Service Date, but
no earlier than the Valuation Date coinciding with or immediately following his
Severance from Service Date; provided however, that no distribution shall be
made to a Participant prior to his Normal Retirement Date unless the
Participant consents to the distribution in accordance with Section 11.4. The
Participant shall have the right to elect a distribution of the entire value of
his Accounts at any time after the Severance from Service Date and before he
reaches his Required Distribution Date. If the Participant does not consent to
an immediate distribution under this Article XI upon his Severance from
Service Date, the entire value of the Participant’s Accounts shall be paid to
the Participant no later than his Required Distribution Date. Any amounts not
distributed under this Section shall continue to be subject to investment
direction by the Participant in accordance with the provisions of Article VII.


 


Notwithstanding the
foregoing, for distributions made on or after March 28, 2005, if the total
nonforfeitable amount credited to the Accounts of the terminated Participant
does not exceed $1,000 at the time the distribution is to commence, the
Committee shall distribute such amount in a lump sum without the Participant’s
consent as soon as administratively practicable following the annual date
selected each year by the Committee on which the Committee will make such
distributions to all terminated Participants. Commencing no later than December 31,
2005, any eligible rollover distribution in excess of $1,000 but not in excess
of $5,000 distributable on or after March 28, 2005 shall be transferred
directly to the individual retirement plan of an individual retirement plan
provider, unless the Participant elects to receive such distribution or roll
such distribution over to an eligible retirement plan.”


 


8.                                       Effective
as of March 28, 2005, Section 11.4 of the Plan is hereby amended to
read, in its entirety, as follows:


 


“Section 11.4                          Distribution
at Death. If a Participant’s employment terminates by reason of his death,
or he dies prior to receiving all installments due under Section 11.2, his
Beneficiary shall be entitled to receive a distribution in full of the total
amount remaining in his Accounts. Such distribution shall be in a lump sum or,
at the election of the Beneficiary, in the manner and at the time provided by
the Committee. Notwithstanding the foregoing, if the Beneficiary is the
Participant’s Spouse, distribution


 


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may be deferred, at the election of the Spouse,
in the manner set forth in Section 11.1, but not to a date later than what
would have been the Participant’s Normal Retirement Date. A Spouse may elect
to receive the balance of the Participant’s Accounts in any form that
would have been available to the Participant on his Severance from Service
Date.


 


Notwithstanding the
foregoing, for distributions made on or after March 28, 2005, if the total
nonforfeitable amount credited to the Accounts of a surviving Spouse does not
exceed $1,000 at the time the distribution is to commence, the Committee shall
distribute such amount in a lump sum without the surviving Spouse’s consent as
soon as administratively practicable following the annual date selected each
year by the Committee on which the Committee will make such distributions to
all terminated Participants. Commencing no later than December 31, 2005,
any eligible rollover distribution in excess of $1,000 but not in excess of
$5,000 distributable on or after March 28, 2005 to a surviving Spouse shall
be transferred directly to the individual retirement plan of an individual
retirement plan provider, unless the surviving Spouse elects to receive such
distribution or roll such distribution over to an eligible retirement plan. Nonspouse
Beneficiaries are not eligible to roll over any distribution.”


 


9.                                       Effective
as of March 28, 2005, Section 11.9(b)(i) of the Plan is hereby
amended to read, in its entirety, as follows:


 


“(i)                               Notwithstanding
anything in this Plan to the contrary, a Qualified Domestic Relations Order may provide
that any portion of a Participant’s Accounts payable to an Alternate Payee
shall be distributed immediately or at any other time specified in the order,
but no later than the latest date Plan benefits would be payable to the
Participant. If the order does not specify the time at which benefits shall be
payable to the Alternate Payee, the Alternate Payee may elect to have
benefits payable in accordance with Section 11.1 as of the Participant’s
Severance from Service Date or Required Distribution Date, if earlier, or in
accordance with Section 11.5, but as of the Alternate Payee’s death;
provided, however, that in the event the amount payable to the Alternate Payee
under the Qualified Domestic Relations Order does not exceed $1,000, ($5,000
for benefits paid prior to March 28, 2005) such amount shall be paid to
the Alternate Payee in a lump sum as soon as practicable following the
Committee’s receipt of the order and verification of its status as a Qualified
Domestic Relations Order. Commencing no later than December 31, 2005, any
eligible rollover distribution in excess of $1,000 but not in excess of $5,000
distributable on or after March 28, 2005 shall be transferred directly to
the individual retirement plan of an individual retirement plan provider,
unless the Alternate Payee elects to receive such distribution or roll such
distribution over to an eligible retirement plan.”


 


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To record the
adoption of this Amendment 2005-1, the Employer has caused its authorized
officer to affix its corporate name and seal hereto this 31st day of
December, 2005.


 


 


	
  Attest:

  	
  KERZNER
  INTERNATIONAL

  
	
   

  	
  NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ William C.
  Murtha

  	
   

  	
  /s/ Monica
  Digilio

  	
   

  
				



 


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