**EXHIBIT4.19(b)**

 

**AMENDMENT2003-1**

 

**TO THE**

 

**KERZNERINTERNATIONAL NORTH AMERICA, INC.**

**RETIREMENTSAVINGS PLAN**

 

**(Asamended and restated effective January 1, 2002)**

 

Pursuant to the authorityreserved 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.                                       Effectiveas of January 1, 2003, Section 1.8 of the Plan is hereby amended toread, in its entirety, as follows:

 

“Section 1.8 ‘Compensation’ shall mean the totalremuneration paid by an Employer to an Employee during each Plan Year andreported on IRS Form W-2, other than bonuses or taxable income dueto stock option exercises, plus any amount contributed to the Plan whichqualifies as “Deferral Contributions” as defined in Section 3.2 or anyamount contributed by the Employee through salary reduction to another 401(k)plan maintained by the Employer, a cafeteria plan maintained by the Employerpursuant to section 125 of the Code or a transportation fringe benefitplan maintained pursuant to section 132(f) of the Code which is notincludable in the gross income of the Participant. Notwithstanding theforegoing, for purposes of calculating Deferral Contributions under Section 3.2,Compensation shall include bonuses paid by the Employer to the Employee after December 31,2003.  For purposes of Article V,Compensation shall include bonuses and taxable income due to stock optionexercises, and, at the election of the Company, exclude any amount contributedto the Plan which qualifies as “Deferral Contributions” as defined in Section 3.2or any amount contributed by the Employee through salary reduction to another401(k) plan maintained by the Employer, a cafeteria plan maintained by theEmployer pursuant to section 125 of the Code, a qualified transportationfringe benefit plan maintained by the Employer pursuant to section 132(f) ofthe Code and/or remuneration paid to the Employee while he was not aParticipant in the Plan.  Notwithstandinganything herein to the contrary, effective January 1, 1998, any amountsdeducted on a pre-tax basis for group health coverage because the Employee isunable to certify that he or she has other health coverage, so long as the Employerdoes not request or collect information regarding the Employee’s other healthcoverage as part of the enrollment process for the Employer’s health plan,shall be treated as an amount contributed by the Employer pursuant to a salary reduction

 

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agreement to acafeteria plan for purposes of determining the Employee’s Compensation.  Compensation in excess of the applicablelimit under section 401(a)(17) of the Code shall be disregarded withrespect to any Plan Year.”

 

2.                                       Anew subsection (c) is hereby added to the end of Section 3.2 ofthe Plan, to read, in its entirety, as follows:

 

“(c)  Notwithstanding anything in this Plan tothe contrary, a Participant’s Deferral Contributions deducted from any paycheckshall not exceed 100% of the total remuneration paid by the Employer to theParticipant during the applicable pay period, plus any amount deducted from theParticipant’s paycheck and contributed to the Plan which qualifies as “DeferralContributions” as defined in this Section 3.2,” excluding (i) bonusespaid by the Employer to the Participant prior to January 1, 2004, and (ii) anyamounts deducted from the Participant’s paycheck for any reason other than acontribution to this Plan.”

 

3.                                       ThisAmendment 2003-1 is effective January 1, 2003.

 

To record the adoption ofthis Amendment 2003-1, the Employer has caused its authorized officer toaffix its corporate name and seal hereto this 15 day of December, 2003.

 

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

 

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