Kennedy-Wilson Holdings, Inc. Contracts & Agreements

Form of Total Shareholder Return Performance-Based Employee Restricted Stock Unit Award Agreement (Filed With SEC on February 16, 2024)

Form of Return on Invested Assets Performance-Based Employee Restricted Stock Unit Award Agreement (Filed With SEC on February 16, 2024)

Form of Time-Based Employee Restricted Stock Unit Award Agreement (Filed With SEC on February 16, 2024)

Amendment No. 1 to the 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement (Filed With SEC on December 6, 2023)

Amendment No. 2 to 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement (Filed With SEC on December 6, 2023)

Employment Agreement, dated September 29, 2023, by and among Kennedy-Wilson Inc., Kennedy-Wilson Holdings, Inc. and William J. McMorrow (Filed With SEC on September 29, 2023)

Employment Agreement, dated September 29, 2023, by and among Kennedy-Wilson Inc., Kennedy-Wilson Holdings, Inc. and Justin Enbody (Filed With SEC on September 29, 2023)

Employment Agreement, dated September 29, 2023, by and among Kennedy-Wilson Inc., Kennedy-Wilson Holdings, Inc. and Matthew Windisch (Filed With SEC on September 29, 2023)

Employment Agreement, dated September 29, 2023, by and among Kennedy-Wilson Inc., Kennedy-Wilson Holdings, Inc. and Kent Y. Mouton (Filed With SEC on September 29, 2023)

Separation and Consulting Agreement by and among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc. and Mary L. Ricks, dated as of September 14, 2023 (Filed With SEC on September 14, 2023)

Registration Rights Agreement by and between Kennedy-Wilson Holdings, Inc. and the other signatories thereto dated June 16, 2023 (Filed With SEC on August 4, 2023)

Warrant Agreement by and between Kennedy-Wilson Holdings, Inc., and the other signatories thereto dated June 16, 2023 (Filed With SEC on August 4, 2023)

Amendment No. 1 to the Securities Purchase Agreement, dated as of June 16, 2023, by and among Kennedy-Wilson Holdings, Inc. and the purchasers named therein (Filed With SEC on August 4, 2023)

Form of Certificate of Designations Establishing the 6.00% Series C Cumulative Perpetual Preferred Stock (Filed With SEC on June 5, 2023)

Form of Warrant Agreement (Filed With SEC on June 5, 2023)

Securities Purchase Agreement, dated as of June 4, 2023 between the registrant and the purchasers named therein (Filed With SEC on June 5, 2023)

Form of Registration Rights Agreement (Filed With SEC on June 5, 2023)

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 22, 2023)

First Amendment to the Second Amended and Restated Credit Agreement, dated as of October 12, 2021, among Kennedy-Wilson Holdings, Inc., Kennedy-Wilson, Inc., the subsidiaries... (Filed With SEC on February 22, 2023)

Supplemental Indenture No. 2029-3, dated as of May 12, 2022, among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as... (Filed With SEC on August 5, 2022)

Supplemental Indenture No. 2031-3, dated as of May 12, 2022, among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as... (Filed With SEC on August 5, 2022)

Supplemental Indenture No. 2030-2, dated as of May 12, 2022, among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as... (Filed With SEC on August 5, 2022)

Joinder Agreement, dated as of May 12, 2022, among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A (Filed With SEC on August 5, 2022)

Letter Agreement, dated as of August 3, 2022, by and among Kennedy-Wilson Holdings, Inc., Quinton Heights, LLC and Security Benefit Life Insurance Company (Filed With SEC on August 5, 2022)

Second Amendment to Second Amended and Restated 20 (Filed With SEC on June 10, 2022)

Distribution Agreement, dated as of May 6, 2022, by and among Kennedy-Wilson Holdings, Inc., and J.P. Morgan Securities LLC, BofA Securities, Inc., Deutsche Bank Securities Inc.... (Filed With SEC on May 6, 2022)

Form of Certificate of Designations Establishing the 4.75% Series B Cumulative Perpetual Preferred Stock (Filed With SEC on February 23, 2022)

Form of Warrant Agreement (Filed With SEC on February 23, 2022)

Securities Purchase Agreement, dated as of February 23, 2022 between the registrant and the purchasers named therein (Filed With SEC on February 23, 2022)

Form of Registration Rights Agreement (Filed With SEC on February 23, 2022)

KENNEDY-WILSON HOLDINGS, INC., as Parent KENNEDY-WILSON, INC., as Issuer THE NEW SUBSIDIARY GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee... (Filed With SEC on November 4, 2021)

Supplemental Indenture No. 2029-2, dated as of August 4, 2021, among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as... (Filed With SEC on November 4, 2021)

Joinder Agreement, dated as of August 4, 2021, among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A (Filed With SEC on November 4, 2021)

Underwriting Agreement, dated as of August 9, 2021, between Kennedy-Wilson, Inc. and BofA Securities, Inc (Filed With SEC on August 23, 2021)

Base Indenture, dated as of March 25, 2014, between Kennedy-Wilson, Inc. and Wilmington Trust, National Association (Filed With SEC on August 23, 2021)

Supplemental Indenture No 2030-1, dated as of August 23, 2021, among Kennedy-Wilson Holdings, Inc., Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Wilmington... (Filed With SEC on August 23, 2021)

Underwriting Agreement dated March 1, 2021 (Filed With SEC on March 2, 2021)

Supplemental Indenture No. 12 dated October 2, 2020 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust,... (Filed With SEC on February 26, 2021)

Supplemental Indenture No. 13 dated January 19, 2021 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust,... (Filed With SEC on February 26, 2021)

Joinder Agreement, dated as of January 19, 2021 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A (Filed With SEC on February 26, 2021)

Underwriting Agreement (Filed With SEC on February 11, 2021)

Base Indenture, dated as of March 25, 2014, between Kennedy-Wilson, Inc. and Wilmington Trust, National Association (Filed With SEC on February 11, 2021)

Supplemental Indenture No 2029-1, dated as of February 11, 2021, among Kennedy-Wilson Holdings, Inc., Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Wilmington... (Filed With SEC on February 11, 2021)

Supplemental Indenture No 2031-1, dated as of February 11, 2021, among Kennedy-Wilson Holdings, Inc., Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Wilmington... (Filed With SEC on February 11, 2021)

Supplemental Indenture No. 11 dated November 30, 2019 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust,... (Filed With SEC on February 28, 2020)

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 28, 2020)

Joinder Agreement, dated as of November 13, 2019 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A (Filed With SEC on February 28, 2020)

Certificate of Designations Establishing the 5.75% Series A Cumulative Perpetual Preferred Stock (Filed With SEC on October 18, 2019)

Form of Registration Rights Agreement (Filed With SEC on October 18, 2019)

Securities Purchase Agreement, dated October 17, 2019 between the registrant and the purchasers named therein (Filed With SEC on October 18, 2019)

Supplemental Indenture No. 11 dated December 10, 2018 among Kennedy-Wilson Holdings, Inc., the related entity names therein, the subsidiary guarantors named therein and Wilmington... (Filed With SEC on August 1, 2019)

First Amendment to Second Amended and Restated 2009 Equity Participation Plan (Filed With SEC on June 13, 2019)

Supplemental Indenture No. 10 dated December 10, 2018 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust,... (Filed With SEC on March 1, 2019)

Form of Total Shareholder Return Performance-Based Employee Restricted Stock Award Agreement (Filed With SEC on January 24, 2019)

Form of Return on Equity Performance-Based Employee Restricted Stock Award Agreement (Filed With SEC on January 24, 2019)

Form of Time-Based Employee Restricted Stock Award Agreement (Filed With SEC on January 24, 2019)

Seventeenth Amendment to Employment Agreement, dated as of October 31, 2018, by and between Kennedy-Wilson, Inc. and William J. McMorrow (Filed With SEC on October 31, 2018)

Sixth Amendment to Employment Agreement, dated as of October 31, 2018, by and between Kennedy-Wilson, Inc. and Mary L. Ricks (Filed With SEC on October 31, 2018)

First Amendment to Employment Agreement, dated as of October 31, 2018, by and between Kennedy-Wilson, Inc. and Justin Enbody (Filed With SEC on October 31, 2018)

First Amendment to Employment Agreement, dated as of October 31, 2018, by and between Kennedy-Wilson, Inc. and Kent Y. Mouton (Filed With SEC on October 31, 2018)

First Amendment to Employment Agreement, dated as of October 31, 2018, by and between Kennedy-Wilson, Inc. and Matthew Windisch (Filed With SEC on October 31, 2018)

Fifth Amendment to Employment Agreement dated August 6, 2014 by and between Kennedy-Wilson Holdings, Inc. and Mary L. Ricks (Filed With SEC on August 14, 2018)

Schedule of Omitted Documents (Filed With SEC on June 19, 2018)

Supplemental Indenture No. 9 dated March 2, 2018 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National... (Filed With SEC on March 2, 2018)

Registration Rights Agreement, dated as of March 2, 2018, among Kennedy-Wilson Holdings, Inc., Kennedy-Wilson, Inc., the subsidiary guarantor parties thereto and Merrill Lynch,... (Filed With SEC on March 2, 2018)

Supplemental Indenture No. 8 dated February 16, 2018 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., the related entity names there in, the subsidiary guarantors named... (Filed With SEC on February 27, 2018)

Form of Kennedy-Wilson Holdings, Inc. Amended and Restated 2009 Equity Participation Plan Director Restricted Stock Award Agreement (Filed With SEC on February 27, 2018)

Joinder Agreement, dated as of February 16, 2018 among Kennedy-Wilson, Inc., the subsidiary guarantors named therein and Bank of America, N.A (Filed With SEC on February 27, 2018)

Form of Total Shareholder Return Performance-Based Employee Restricted Stock Award Agreement (Filed With SEC on November 21, 2017)

Form of Return on Equity Performance-Based Employee Restricted Stock Award Agreement (Filed With SEC on November 21, 2017)

Form of Time-Based Employee Restricted Stock Award Agreement (Filed With SEC on November 21, 2017)

KENNEDY-WILSON HOLDINGS, INC. SECOND AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN (Filed With SEC on June 16, 2017)

RECOMMENDED MERGER OF KENNEDY WILSON EUROPE REAL ESTATE PLC AND KENNEDY-WILSONHOLDINGS, INC. NEW RECOMMENDED OFFER, ADDITIONAL SHAREHOLDER SUPPORT, PROSPECTUS AND UPDATE ABOUT... (Filed With SEC on June 13, 2017)

KENNEDY-WILSON HOLDINGS, INC., as Parent KENNEDY-WILSON, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL... (Filed With SEC on May 10, 2017)

JOINDER AGREEMENT (Filed With SEC on May 10, 2017)

RECOMMENDED ALL-SHARE MERGER OF KENNEDY WILSON EUROPE REAL ESTATE PLC AND KENNEDY-WILSON HOLDINGS, INC. (Filed With SEC on April 24, 2017)

KENNEDY-WILSON, INC. (aDelaware corporation) $250,000,000 5.875% Senior Notes due 2024 UNDERWRITING AGREEMENT (Filed With SEC on August 12, 2016)

KENNEDY-WILSON HOLDINGS, INC., as Parent KENNEDY-WILSON, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL... (Filed With SEC on August 5, 2016)

JOINDER AGREEMENT (Filed With SEC on August 5, 2016)

KENNEDY-WILSON HOLDINGS, INC., as Parent KENNEDY-WILSON, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO THE RELEASED ENTITY PARTY HERETO and WILMINGTON TRUST, NATIONAL... (Filed With SEC on May 6, 2016)

KENNEDY-WILSON HOLDINGS, INC., as Parent KENNEDY-WILSON, INC., as Issuer THE SUBSIDIARY GUARANTOR PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL... (Filed With SEC on May 6, 2016)

KENNEDY-WILSON HOLDINGS, INC., as Parent KENNEDY-WILSON, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO THE RELEASED ENTITY PARTY HERETO and WILMINGTON TRUST, NATIONAL... (Filed With SEC on May 6, 2016)

KENNEDY-WILSON HOLDINGS, INC., as Parent KENNEDY-WILSON, INC., as Issuer THE SUBSIDIARY GUARANTOR PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL... (Filed With SEC on May 6, 2016)

JOINDER AGREEMENT (Filed With SEC on May 6, 2016)

KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on February 29, 2016)

CREDIT AGREEMENT Dated asof December 10, 2015 among KENNEDY-WILSON, INC., asthe Borrower, KENNEDY-WILSON HOLDINGS, INC. and CERTAIN OF SUBSIDIARIES OF KENNEDY-WILSON HOLDINGS,... (Filed With SEC on December 11, 2015)

KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on October 16, 2015)

RESTRICTED SHARE UNIT AGREEMENT (Filed With SEC on August 28, 2015)

FOURTH MODIFICATION AGREEMENT (Filed With SEC on August 18, 2015)

KENNEDY-WILSON HOLDINGS, INC. (a Delaware corporation) 7,500,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on March 27, 2015)

EMPLOYMENT AGREEMENT (Filed With SEC on December 30, 2014)

KENNEDY-WILSON, INC. (a Delaware corporation) $350,000,000 5.875% Senior Notes due 2024 UNDERWRITING AGREEMENT (Filed With SEC on November 18, 2014)

KENNEDY-WILSON, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee ___________________________________ SUPPLEMENTAL... (Filed With SEC on November 18, 2014)

KENNEDY-WILSON, INC., as Issuer KW CYPRESS, LLC, KW TACOMA CONDOS, LLC KW DESERT RAMROD SPONSOR, LLC and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL INDENTURE... (Filed With SEC on November 18, 2014)

TWENTY-THIRD SUPPLEMENTAL INDENTURE dated as of November 11, 2014 among KENNEDY-WILSON, INC., KW CYPRESS, LLC, KW TACOMA CONDOS, LLC KW DESERT RAMROD SPONSOR, LLC and WILMINGTON... (Filed With SEC on November 18, 2014)

KENNEDY-WILSON, INC., as Issuer THE SUBSIDIARY GUARANTOR PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL INDENTURE NO. 2 Dated as of September 5,... (Filed With SEC on November 10, 2014)

KENNEDY-WILSON, INC., as Issuer KW PARK SANTA FE, LLC and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL INDENTURE NO. 10 Dated as of September 5, 2014 to... (Filed With SEC on November 10, 2014)

TWENTY-SECOND SUPPLEMENTAL INDENTURE dated as of September 5, 2014 among KENNEDY-WILSON, INC., KW PARK SANTA FE, LLC and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee... (Filed With SEC on November 10, 2014)

KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on August 8, 2014)

SIXTEENTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on August 8, 2014)

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on August 8, 2014)

KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on July 18, 2014)

THIRD MODIFICATION AGREEMENT (Filed With SEC on July 17, 2014)

FIRST AMENDMENT TO KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN (Filed With SEC on June 19, 2014)

15 May 2014 KENNEDY WILSON EUROPE REAL ESTATE PLC: INTERIM MANAGEMENT STATEMENT (Filed With SEC on May 15, 2014)

Kennedy-Wilson, Inc. INDENTURE Dated as of March 25, 2014 Wilmington Trust, National Association Trustee TABLE OF CONTENTS (Filed With SEC on May 12, 2014)

KENNEDY-WILSON, INC., as Issuer COUNTRY RIDGE IX, LLC, KW EU INVESTORS VIII, LLC, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL INDENTURE NO. 9 Dated as of... (Filed With SEC on May 12, 2014)

TWENTY-FIRST SUPPLEMENTAL INDENTURE dated as of March__, 2014 among KENNEDY-WILSON, INC., COUNTRY RIDGE IX, LLC KW EU INVESTORS VIII, LLC, and WILMINGTON TRUST, NATIONAL... (Filed With SEC on May 12, 2014)

KENNEDY-WILSON, INC. (aDelaware corporation) $300,000,000 5.875% Senior Notes due 2024 UNDERWRITING AGREEMENT (Filed With SEC on March 26, 2014)

KENNEDY-WILSON, INC., asIssuer KENNEDY-WILSON HOLDINGS, INC., as Parent THE SUBSIDIARYGUARANTOR PARTIES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee... (Filed With SEC on March 26, 2014)

NINETEENTH SUPPLEMENTAL INDENTURE dated as of January 6, 2014 among KENNEDY-WILSON, INC., KW EU INVESTORS I, LLC KW VICTORY LAND LOAN, LLC, KW VICTORY PLAZA LOAN, LLC, and... (Filed With SEC on March 3, 2014)

TWENTIETH SUPPLEMENTAL INDENTURE dated as of January 16, 2014 among Kennedy-Wilson, Inc., The Released Subsidiaries Party Hereto, and Wilmington Trust, National Association as... (Filed With SEC on March 3, 2014)

KENNEDY-WILSON, INC., as Issuer KW EU INVESTORS I, LLC, KW VICTORY LAND LOAN, LLC, KW VICTORY PLAZA LOAN, LLC, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL... (Filed With SEC on March 3, 2014)

KENNEDY-WILSON, INC., as Issuer KW UR INVESTMENTS 1, LLC, KW UR INVESTMENTS 2, LLC, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL INDENTURE NO. 8 Dated as of... (Filed With SEC on March 3, 2014)

KENNEDY-WILSON HOLDINGS, INC. (a Delaware corporation) 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on January 10, 2014)

CONSULTING AGREEMENT (Filed With SEC on December 31, 2013)

SECOND MODIFICATION AGREEMENT (Filed With SEC on September 20, 2013)

KENNEDY-WILSON HOLDINGS, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on September 13, 2013)

FIFTEENTH SUPPLEMENTAL INDENTURE dated as of May 28, 2013 among KENNEDY-WILSON, INC., KW REAL ESTATE VENTURE XIII, LLC and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee... (Filed With SEC on May 29, 2013)

KENNEDY-WILSON, INC., as Issuer KW REAL ESTATE VENTURE XIII, LLC and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee ______________________________________________ SUPPLEMENTAL... (Filed With SEC on May 29, 2013)

KENNEDY-WILSON HOLDINGS, INC. (a Delaware corporation) 9,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on March 20, 2013)

THIRTEENTH SUPPLEMENTAL INDENTURE dated as of February 13, 2013 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., KW Fund IV La Barranca, LLC, The Guarantors Party Hereto... (Filed With SEC on March 12, 2013)

FOURTEENTH SUPPLEMENTAL INDENTURE dated as of February 14, 2013 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee... (Filed With SEC on March 12, 2013)

KENNEDY-WILSON, INC., as Issuer THE SUBSIDIARY GUARANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL INDENTURE NO. 2 Dated as of February 14,... (Filed With SEC on March 12, 2013)

FIRST AMENDMENT TO KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN [EMPLOYEE / CONSULTANT]1 RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on March 12, 2013)

KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on March 12, 2013)

KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN CONSULTANT RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on March 12, 2013)

Schedule of Omitted Documents (Filed With SEC on February 14, 2013)

TENTH SUPPLEMENTAL INDENTURE dated as of June 12, 2012 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee... (Filed With SEC on December 7, 2012)

ELEVENTH SUPPLEMENTAL INDENTURE dated as of November 21, 2012 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., The Released Entity Party Hereto, The Guarantors Party... (Filed With SEC on December 7, 2012)

TWELFTH SUPPLEMENTAL INDENTURE dated as of November 21, 2012 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee... (Filed With SEC on December 7, 2012)

REGISTRATION RIGHTS AGREEMENT by and among KENNEDY-WILSON, INC., KENNEDY-WILSON HOLDINGS, INC., the Subsidiary Guarantors listed on the signature pages hereof, and Merrill Lynch,... (Filed With SEC on December 7, 2012)

KENNEDY-WILSON, INC. (a Delaware corporation) $50,000,000 7.75% Senior Notes due 2042 UNDERWRITING AGREEMENT (Filed With SEC on November 28, 2012)

KENNEDY-WILSON HOLDINGS, INC. (a Delaware corporation) 7,500,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on July 24, 2012)

MODIFICATION AGREEMENT (Filed With SEC on June 29, 2012)

KENNEDY-WILSON HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY PARTICIPATION PLAN (Filed With SEC on January 30, 2012)

FIRST SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee 8.750%... (Filed With SEC on December 30, 2011)

SECOND SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee 8.750%... (Filed With SEC on December 30, 2011)

THIRD SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee 8.750%... (Filed With SEC on December 30, 2011)

FOURTH SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee 8.750%... (Filed With SEC on December 30, 2011)

FIFTH SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee 8.750%... (Filed With SEC on December 30, 2011)

SIXTH SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee 8.750%... (Filed With SEC on December 30, 2011)

SEVENTH SUPPLEMENTAL INDENTURE dated as of August 5, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee 8.750%... (Filed With SEC on December 30, 2011)

EIGHTH SUPPLEMENTAL INDENTURE dated as of September 26, 2011 among Kennedy-Wilson, Inc., The Guarantors Party Hereto and Wilmington Trust, National Association as Trustee 8.750%... (Filed With SEC on December 30, 2011)

NINTH SUPPLEMENTAL INDENTURE dated as of December 28, 2011 among Kennedy-Wilson, Inc., Kennedy-Wilson Holdings, Inc., The Released Subsidiaries Party Hereto, The Guarantors Party... (Filed With SEC on December 30, 2011)

TRANSFER AGREEMENT (Filed With SEC on December 30, 2011)

MEMBERSHIP INTEREST ACQUISITION AGREEMENT (Filed With SEC on December 30, 2011)

KENNEDY-WILSON HOLDINGS, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (Filed With SEC on November 16, 2011)

Schedule of Omitted Documents (Filed With SEC on October 5, 2011)

REGISTRATION RIGHTS AGREEMENT by and among KENNEDY-WILSON, INC., the Guarantors listed on the signature pages hereof, and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated... (Filed With SEC on April 13, 2011)

KENNEDY-WILSON, INC. as Issuer the Guarantors party hereto and Wilmington Trust FSB as Trustee Indenture Dated as of April 5, 2011 8.750% Senior Notes due 2019 CROSS-REFERENCE... (Filed With SEC on April 7, 2011)

REGISTRATION RIGHTS AGREEMENT by and among KENNEDY-WILSON, INC., the Guarantors listed on the signature pages hereof, and Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan... (Filed With SEC on April 7, 2011)

CONVERTIBLE SERIES B PREFERREDSTOCK PURCHASE AGREEMENT dated as of August 11, 2010 between Kennedy-Wilson Holdings, Inc. and Fairfax Financial Holdings Limited TABLE OF CONTENTS (Filed With SEC on August 16, 2010)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on August 16, 2010)

SHAREHOLDERS AGREEMENT (Filed With SEC on August 16, 2010)

REVOLVING LOAN AGREEMENT Among KENNEDY-WILSON, INC. a Delaware corporation, as Borrower, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Agent, lead arranger... (Filed With SEC on August 5, 2010)

REPAYMENT GUARANTY (Filed With SEC on August 5, 2010)

CALIFORNIA JUDICIAL REFERENCE AGREEMENT (Filed With SEC on August 5, 2010)

PROMISSORY NOTE (Facility A) (Filed With SEC on August 5, 2010)

PROMISSORY NOTE (Facility B) (Filed With SEC on August 5, 2010)

AGREEMENT (Filed With SEC on July 29, 2010)

6.0% CONVERTIBLE SERIES APREFERRED STOCK PURCHASE AGREEMENT dated as of May 18, 2010 between Kennedy-Wilson Holdings, Inc. and Fairfax Financial Holdings Limited TABLE OF CONTENTS (Filed With SEC on May 21, 2010)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on May 21, 2010)

Notice of Performance UnitGrant (Filed With SEC on March 31, 2010)

AMENDMENT NO. 1 TO (Filed With SEC on March 29, 2010)

STOCK PURCHASE AGREEMENT (Filed With SEC on November 13, 2009)

STOCKPURCHASE AGREEMENT (Filed With SEC on November 13, 2009)

STOCK PURCHASE AGREEMENT (Filed With SEC on November 13, 2009)

AGREEMENT (Filed With SEC on November 12, 2009)

STOCKPURCHASE AGREEMENT (Filed With SEC on November 12, 2009)

STOCK PURCHASE AGREEMENT (Filed With SEC on November 12, 2009)

SHARE PURCHASE AGREEMENT (Filed With SEC on November 12, 2009)

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (Filed With SEC on October 26, 2009)

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (Filed With SEC on October 26, 2009)

[Form ofWarrant Certificate] [Face] (Filed With SEC on September 24, 2009)

PROSPECT ACQUISITION CORP. 9130 Galleria Court, Suite 318 Naples, FL 34109 September 17, 2009 (Filed With SEC on September 24, 2009)

KENNEDY-WILSON HOLDINGS,INC. 2009EQUITY PARTICIPATION PLAN CONSULTANTRESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on September 24, 2009)

KENNEDY-WILSON HOLDINGS,INC. 2009 EQUITY PARTICIPATIONPLAN EMPLOYEE PERFORMANCE UNITAWARD AGREEMENT (Filed With SEC on September 24, 2009)

KENNEDY-WILSON HOLDINGS,INC. 2009 EQUITY PARTICIPATIONPLAN EMPLOYEE RESTRICTED STOCKAWARD AGREEMENT (Filed With SEC on September 24, 2009)

KENNEDY-WILSON,INC. 7% ConvertibleSubordinated Note due November 3, 2018 (Filed With SEC on September 24, 2009)

FIFTEENTHAMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT. (Filed With SEC on September 24, 2009)

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

AMENDMENTTO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

NINTHAMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

TENTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

ELEVENTH AMENDMENT TOEMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

THIRTEENTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

FOURTEENTH AMENDMENT TOEMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

AMENDMENTTO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

THIRD AMENDMENTTO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

FIFTH AMENDMENTTO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

SEVENTHAMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

EIGHTHAMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

NINTHAMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

TENTHAMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

THIRTEENTH AMENDMENT TOEMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

FOURTEENTHAMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

FIFTEENTHAMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

SIXTEENTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

SEVENTEENTHAMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

AMENDMENTTO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

THIRDAMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

FIFTH AMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

SIXTH AMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

SEVENTH AMENDMENT TOEMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

EIGHTH AMENDMENT TOEMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

NINTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

TENTH AMENDMENT TOEMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

ELEVENTHAMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

THIRTEENTH AMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

FOURTEENTHAMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

FIRST AMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

SECOND AMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on September 24, 2009)

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2009)

PROMISSORY NOTE (Filed With SEC on September 24, 2009)

BUSINESS LOAN AGREEMENT (Filed With SEC on September 24, 2009)

AMENDEDAND RESTATED LOAN AGREEMENT byand between (Filed With SEC on September 24, 2009)

JUNIORSUBORDINATED INDENTURE between KENNEDY-WILSON,INC. and THEBANK OF NEW YORK TRUST COMPANY,NATIONAL ASSOCIATION, asTrustee Dated as of January 31, 2007 (Filed With SEC on September 24, 2009)

KENNEDYWILSON,INC. 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Filed With SEC on September 24, 2009)

SHAREHOLDERS AGREEMENT (Filed With SEC on September 24, 2009)

OFFICELEASE between WILSHIRE-CAMDEN ASSOCIATES, a California limited partnership (Landlord) and KENNEDY-WILSON INC. a California corporation (Tenant) TABLE OF CONTENTS OFFICE LEASE (Filed With SEC on September 24, 2009)

FIRSTAMENDMENT TO LEASE (EXPANSION) (Filed With SEC on September 24, 2009)

SECOND AMENDMENT TO LEASE (EXPANSION) (Filed With SEC on September 24, 2009)

THIRD AMENDMENT TO OFFICELEASE (Filed With SEC on September 24, 2009)

FOURTHAMENDMENT TO OFFICE LEASE (Filed With SEC on September 24, 2009)

FIFTH AMENDMENT TO OFFICELEASE (Filed With SEC on September 24, 2009)

STANDARDOFFICE LEASE (Filed With SEC on September 24, 2009)

SECOND AMENDED AND RESTATEDGUARANTY OF PAYMENT (Filed With SEC on September 24, 2009)

COMMERCIALGUARANTY (Filed With SEC on September 24, 2009)

AMENDEDAND RESTATED GUARANTY AGREEMENT (Filed With SEC on September 24, 2009)

GUARANTY AGREEMENT (Filed With SEC on September 24, 2009)

REPAYMENT GUARANTY (Filed With SEC on September 24, 2009)

COMMERCIALGUARANTY (Filed With SEC on September 24, 2009)

Guaranty (Filed With SEC on September 24, 2009)

COMMERCIAL GUARANTY (Filed With SEC on September 24, 2009)

REPAYMENT GUARANTY (Filed With SEC on September 24, 2009)

COMMERCIAL GUARANTY (Filed With SEC on September 24, 2009)

GUARANTY (Filed With SEC on September 24, 2009)

PAYMENT GUARANTY by KENNEDY-WILSON, INC., as Guarantor in favor of THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA as Lender Dated: As of June , 2009 Location: 3810 Wilshire... (Filed With SEC on September 24, 2009)

GUARANTY AGREEMENT (Filed With SEC on September 24, 2009)

KENNEDY-WILSON, INC. 1992 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN (Filed With SEC on September 24, 2009)

REPAYMENTGUARANTY (Filed With SEC on September 24, 2009)

Exhibit A - PROSPECT ACQUISITION CORP. December 31, 2008 (Filed With SEC on January 7, 2009)

EXECUTIVE OFFICE LEASE AGREEMENT (September 2005 Version) (Filed With SEC on January 7, 2009)

Prospect Acquisition Corp. 25,000,000 Units(1) Common Stock Warrants Underwriting Agreement (Filed With SEC on March 31, 2008)

UNITS (Filed With SEC on March 31, 2008)

PROSPECT ACQUISITION CORP. Incorporated Underthe Laws of the State of Delaware (Filed With SEC on March 31, 2008)

WARRANTS (Filed With SEC on March 31, 2008)

PROSPECT ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUSTCOMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of November 14,2007 (Filed With SEC on March 31, 2008)

FORM OFINSIDER LETTER , 2007 (Filed With SEC on March 31, 2008)

INVESTMENTMANAGEMENT TRUST AGREEMENT (Filed With SEC on March 31, 2008)

REGISTRATION RIGHTSAGREEMENT (Filed With SEC on March 31, 2008)

[SignaturePage Follows] 2 (Filed With SEC on March 31, 2008)

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