TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.43

TWELFTH AMENDMENT TO EMPLOYMENT   AGREEMENT

This Twelfth Amendment to Employment Agreement (the “Twelfth Amendment”) is made and entered into as of April 21, 2004, by and between KENNEDY-WILSON, INC., a Delaware corporation (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 January 1, 1993, January 1, 1994, March 31, 1995, January 1, 1996, May 19, 1997, August 20, 1998, August 9, 1999, January 3, 2000, October 1, 2000, April 22, 2002 and October 1, 2003 (collectively, the “Agreement”) providing for the employment of Employee by Company pursuant to the terms of such Agreement; and WHEREAS, Company and Employee have agreed that the terms of the Employment Agreement should be modified as set forth below.

AMENDMENT TO AGREEMENT

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement, effective as of April 21, 2004:

1.           Section 2 (a) is amended such that the T