SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.32

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (the “Second Amendment) is made and entered into as of January 1, 1994 by and between KENNEDY—WILSON, INC., a Delaware corporation, with its principal office located in Santa Monica, California (the “Company”) and WILLIAM J. McMORROW, an individual (“Employee”).

RECITALS

WHEREAS, Company and Employee have entered into that certain Employment Agreement dated as of August 14, 1992, as amended by that certain Amendment to Employment Agreement dated as of January 1, 1993 (collectively, the “Employment Agreement”), providing for the employment of Employee by Company pursuant to the terms of such Employment Agreement; and

WHEREAS , Company and Employee have agreed that the terms of the Employment Agreement should be modified with respect to Employee’s compensation.

AMENDMENT TO AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which