AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.31

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (the “Amendment”) is made and entered into as of the 1st day of January, 1993, by and between Kennedy—Wilson, Inc., a Delaware corporation with its principal office located in Santa Monica, California (the Company”), and William 3. McMorrow, an individual (“Employee”).

RECITALS

WHEREAS , the Company and Employee have entered into that certain Employment Agreement dated as of August 14, 1992 (the “Employment Agreement”), providing for the employment of the Employee by the Company pursuant to the terms of such Employment Agreement; and

WHEREAS , the Company and Employee have agreed that the tens of the Employment Agreement should be modified and, in connection therewith