**EXHIBIT 4.19(d)**

 

**AMENDMENT 2004-1**

 

**TO THE**

 

**KERZNER INTERNATIONAL NORTHAMERICA, INC.RETIREMENT SAVINGS PLAN**

 

**(As amended and restated effective January1, 2002)**

 

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

 

1.             Effective as ofJanuary 1, 2004, Section 2.1 of the Plan is hereby amended to read, in itsentirety, as follows:

 

“Section 2.1 Participation.  Each Eligible Employee who was aParticipant in the Plan on December 31, 2001 shall remain a Participant onJanuary 1, 2002, if he is then an EligibleEmployee.  Each Eligible Employeehired on or after January 1, 2002 shall become a Participant at the beginningof the next available payroll period following the latest of the date that hehas attained age 21 or the date that hehas completed at least one-quarter (1/4) of a Year of Service, if he isthen an Eligible Employee.  Except asotherwise provided, each Employee who is not hired as an Eligible Employeeshall become a Participant at the beginning of the next available payrollperiod following the date he becomes an Eligible Employee; provided that he hassatisfied 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 15.7to the end thereof to read, in its entirety, as follows:

 

“Section 15.7 LostPayees. A benefit shall be deemed forfeited, and used, at the discretion ofthe 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 allocatedpursuant to Section 3.4 or any Discretionary Profit Sharing Contributionsallocated pursuant to Section 3.3, if the Committee is unable to locate aParticipant, a Beneficiary or an alternate payee under a Qualified DomesticRelations Order, as defined in section 414(p) of the Code, to whom payment isdue; provided, however, that such benefit shall be reinstated if a claim ismade by the party to whom properly payable, without any credit for earnings orlosses since the date of the deemed forfeiture.”

 

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

 

**“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 hascaused its authorized officer to affix its corporate name and seal hereto this4th day of June, 2004.

 
| Attest:      | KERZNER  INTERNATIONAL  NORTH AMERICA, INC. |
|--------------|---------------------------------------------|
|         |                                        |
|         |                                        |
| John Allison | /s/John  Allison                            |   |

 

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