**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)**

 

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

 

1.                                       EffectiveJanuary 1, 2006, Section 2.1 of the Plan is hereby amended to read,in its entirety, as follows:

 

“Section 2.1  Participation. Each Eligible Employeewho was a Participant in the Plan on December 31, 2001 shall remain aParticipant on January 1, 2002, if he is then an Eligible Employee. EachEligible Employee shall become a Participant at the beginning of the nextavailable payroll period following the latest of the date that he has attainedage 21 (age 18 effective January 1, 2006) or the date that he hascompleted at least one-quarter (1/4) of a Year of Service, if he is then anEligible Employee. Except as otherwise provided, each Employee who is not hiredas an Eligible Employee shall become a Participant at the beginning of the nextavailable payroll period following the date he becomes an Eligible Employee;provided that he has satisfied the age and service requirements specified inthis Section 2.1.”

 

2.                                       EffectiveJanuary 1, 2006, Section 3.1 shall be revised to read, in itsentirety, as follows:

 

“Section 3.1                                GeneralRequirements. Participants are not required to make Contributions hereunder.In order to make Contributions, a Participant shall make an election, in themanner prescribed by the Committee, to reduce Compensation and make DeferralContributions in accordance with the provisions of this Article III, whichshall become effective on the first day of the payroll period next followingthe receipt of such election or as otherwise prescribed by the Committee. AParticipant who wishes to have  deferredamounts transferred as provided under Section 3.2(d) of the Plan mustmake an irrevocable election to defer such compensation no later than December 31of the calendar year preceding the Plan Year to which the election to deferapplies. Notwithstanding the foregoing, the Committee, in its sole discretion, may amendor revoke a Participant’s election at any time, if the Committee determinesthat

 

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

 

3.                                       EffectiveJanuary 1, 2006, Section 3.2(d) is added to read, in itsentirety, as follows:

 

“(d)                           Notwithstandingthe foregoing, a Participant who is also a participant in the KerznerInternational Limited Deferred Compensation Plan (the “Deferred CompensationPlan”) may, in lieu of a deferral directly to the Plan, make an election to transferfrom the Deferred Compensation Plan an amount equal to the lesser of:  1) the amount of the Participant’s electionunder Section 3.2(a) of the Deferred Compensation Plan plus matchingcontributions, or 2) the maximum amount of pre-tax deferrals under Section 3.2(a) ofthe Plan finally determined to be permitted under the terms of the Plan orapplicable law reduced by the amount of the Participant’s contributions to thePlan plus Matching Contributions.”

 

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

 

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

 

5.                                       Theprior Section 3.5 and subsequent Sections are hereby renumbered.

 

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

 

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

 

(i)                                     breaksa promise under the Promissory Note;

 

(ii)                                  effectiveas of November 18, 2005, fails to make up a missed loan repayment by theend of the calendar quarter following the calendar quarter in which the loan repaymentwas originally due;

 

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

 

(iv)                              dies,becomes insolvent, makes assignment for the benefit of creditors, has an entryof 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 againstthe Participant; or

 

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

 

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

 

“Section 11.1                          LumpSum Distribution after Termination. If a Participant incurs a Severancefrom Service Date for any reason other than death, the total amount in all ofhis Accounts shall be distributable to him in one lump sum payment, unless theParticipant elects, in the manner and at the time provided by the Committee, tohave such distributable amounts payable in another form prescribed by Section 11.2.Distribution shall be made in cash. Distribution shall normally be made as soonas administratively practicable following the Severance from Service Date, butno earlier than the Valuation Date coinciding with or immediately following hisSeverance from Service Date; provided however, that no distribution shall bemade to a Participant prior to his Normal Retirement Date unless theParticipant consents to the distribution in accordance with Section 11.4. TheParticipant shall have the right to elect a distribution of the entire value ofhis Accounts at any time after the Severance from Service Date and before hereaches his Required Distribution Date. If the Participant does not consent toan immediate distribution under this Article XI upon his Severance fromService Date, the entire value of the Participant’s Accounts shall be paid tothe Participant no later than his Required Distribution Date. Any amounts notdistributed under this Section shall continue to be subject to investmentdirection by the Participant in accordance with the provisions of Article VII.

 

Notwithstanding theforegoing, for distributions made on or after March 28, 2005, if the totalnonforfeitable amount credited to the Accounts of the terminated Participantdoes not exceed $1,000 at the time the distribution is to commence, theCommittee shall distribute such amount in a lump sum without the Participant’sconsent as soon as administratively practicable following the annual dateselected each year by the Committee on which the Committee will make suchdistributions to all terminated Participants. Commencing no later than December 31,2005, any eligible rollover distribution in excess of $1,000 but not in excessof $5,000 distributable on or after March 28, 2005 shall be transferreddirectly to the individual retirement plan of an individual retirement planprovider, unless the Participant elects to receive such distribution or rollsuch distribution over to an eligible retirement plan.”

 

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

 

“Section 11.4                          Distributionat 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, hisBeneficiary shall be entitled to receive a distribution in full of the totalamount 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 bythe Committee. Notwithstanding the foregoing, if the Beneficiary is theParticipant’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 whatwould have been the Participant’s Normal Retirement Date. A Spouse may electto receive the balance of the Participant’s Accounts in any form thatwould have been available to the Participant on his Severance from ServiceDate.

 

Notwithstanding theforegoing, for distributions made on or after March 28, 2005, if the totalnonforfeitable amount credited to the Accounts of a surviving Spouse does notexceed $1,000 at the time the distribution is to commence, the Committee shalldistribute such amount in a lump sum without the surviving Spouse’s consent assoon as administratively practicable following the annual date selected eachyear by the Committee on which the Committee will make such distributions toall 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 shallbe transferred directly to the individual retirement plan of an individualretirement plan provider, unless the surviving Spouse elects to receive suchdistribution or roll such distribution over to an eligible retirement plan. NonspouseBeneficiaries are not eligible to roll over any distribution.”

 

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

 

“(i)                               Notwithstandinganything in this Plan to the contrary, a Qualified Domestic Relations Order may providethat any portion of a Participant’s Accounts payable to an Alternate Payeeshall 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 theParticipant. If the order does not specify the time at which benefits shall bepayable to the Alternate Payee, the Alternate Payee may elect to havebenefits payable in accordance with Section 11.1 as of the Participant’sSeverance from Service Date or Required Distribution Date, if earlier, or inaccordance with Section 11.5, but as of the Alternate Payee’s death;provided, however, that in the event the amount payable to the Alternate Payeeunder the Qualified Domestic Relations Order does not exceed $1,000, ($5,000for benefits paid prior to March 28, 2005) such amount shall be paid tothe Alternate Payee in a lump sum as soon as practicable following theCommittee’s receipt of the order and verification of its status as a QualifiedDomestic Relations Order. Commencing no later than December 31, 2005, anyeligible rollover distribution in excess of $1,000 but not in excess of $5,000distributable on or after March 28, 2005 shall be transferred directly tothe individual retirement plan of an individual retirement plan provider,unless the Alternate Payee elects to receive such distribution or roll suchdistribution over to an eligible retirement plan.”

 

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To record theadoption of this Amendment 2005-1, the Employer has caused its authorizedofficer to affix its corporate name and seal hereto this 31st day ofDecember, 2005.

 

 
| Attest:                | KERZNER  INTERNATIONAL   |
|------------------------|--------------------------|
|                   | NORTH AMERICA, INC. |
|                   |                     |
|                   |                     |
| /s/ William C.  Murtha |                     | /s/ Monica  Digilio |   |
|                        |                          |  |  |

 

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