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Kennedy Wilson Inc – ‘PRER14A’ on 3/27/98

As of: Friday, 3/27/98 · Accession #: 950148-98-632 · File #: 0-20418

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/27/98  Kennedy Wilson Inc                PRER14A                1:98K                                    Bowne of Century City/FA

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Statement                   43    154K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Transactions Management
1	1st Page - Filing Submission
5	Management
18	Certain Transactions

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO.   )

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[X]  Preliminary Proxy Statement                                                
[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                     
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12                

KENNEDY-WILSON, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

(1)  Title of each class of securities to which transaction applies:  

         ---------------------------------------------------------------------

(2)  Aggregate number of securities to which transaction applies:     

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(3)  Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):  

         ---------------------------------------------------------------------

(4)  Proposed maximum aggregate value of transaction:                 

         ---------------------------------------------------------------------
(5)  Total fee paid:                                                  

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[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act     
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1)  Amount Previously Paid:                                          

         ---------------------------------------------------------------------
(2)  Form, Schedule or Registration Statement No.:                    

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(3)  Filing Party:                                                    

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(4)  Date Filed:                                                      

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                                                  PRELIMINARY COPY

KENNEDY-WILSON, INC.
 530 WILSHIRE BOULEVARD, SUITE 101
SANTA MONICA, CALIFORNIA 90401

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 29, 1998

 -----------------------

      The Annual Meeting of Stockholders of Kennedy-Wilson, Inc., a Delaware
corporation ("Kennedy-Wilson") will be held at The Miramar Sheraton, 101        
Wilshire Boulevard, Santa Monica, California on Wednesday, April 29, 1998 at    
9:00 a.m., Pacific Daylight Time, for the following purposes:                   

   1.     To elect two (2) Class III directors to serve until the 2001
           Annual Meeting of Stockholders and until their successors are
elected and qualified;                            

      2.     To consider and approve an amendment to the Kennedy-Wilson 1992
          Incentive and Nonstatutory Stock Option Plan to increase the
number of shares available for grant to 240,000.  

3.     To consider and act upon an amendment to Kennedy-Wilson's
             Certificate of Incorporation to increase the authorized capital
stock.                                            

        4.     To consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.    

       The Board of Directors has fixed the close of business on
Tuesday, March 31, 1998 as the record date for determining stockholders of      
Kennedy-Wilson entitled to notice of and to vote at the meeting.                

    STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING.  TO INSURE
YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND PROMPTLY MAIL           
YOUR PROXY IN THE ENVELOPE PROVIDED.  THIS WILL NOT PREVENT YOU FROM            
VOTING IN PERSON, SHOULD YOU SO DESIRE.                                         

                                By Order of the Board of Directors

             FREEMAN A. LYLE
                      Executive Vice President
                     Chief Financial Officer
           and Secretary

Santa Monica, California                                                        
April __, 1998                                                                  

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                                                              PRELIMINARY COPY

KENNEDY-WILSON, INC.
 530 WILSHIRE BOULEVARD, SUITE 101
SANTA MONICA, CALIFORNIA 90401

                                                                  April __, 1998

------------------------

 PROXY STATEMENT

Annual Meeting of Stockholders

April 29, 1998

 -----------------------

 SOLICITATION OF PROXIES

        This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Kennedy-Wilson, Inc., a Delaware           
corporation ("Kennedy-Wilson" or the "Company"), for use at the Annual Meeting  
of Stockholders of the Company (the "Meeting") to be held at The Miramar        
Sheraton, 101 Wilshire Boulevard, Santa Monica, California on Wednesday, April  
29, 1998 at 9:00 a.m. Pacific Daylight Time, and all adjournments and           
postponements thereof. This Proxy Statement and the accompanying form of proxy  
were first mailed to stockholders on or about April __, 1998.                   

     The purposes of the Annual Meeting are (1) to elect two (2) Class III
directors of the Company to serve until the 2001 Annual Meeting of Stockholders,
(2) to consider and approve an amendment (the "Amendment") to the Company's 1992
Incentive and Nonstatutory Stock Option Plan (the "Stock Option Plan") to       
increase the number of shares available for grant to 240,000, (3) to consider   
and act upon an amendment to the Company's Certificate of Incorporation to      
increase the authorized capital stock (the "Certificate Amendment") and (4) to  
transact such other business as may properly come before the Meeting or any     
adjournment thereof.                                                            

  The cost of preparing, assembling and mailing the Notice of Annual
Meeting of Stockholders, Proxy Statement and form of proxy and the solicitation 
of proxies will be paid by Kennedy-Wilson. Proxies may be solicited by          
directors, officers and other regular employees of Kennedy-Wilson, none of whom 
will receive any additional compensation for such solicitation. Proxies may be  
solicited in person or by telephone or telegraph. Kennedy-Wilson will pay       
brokers or other persons holding stock in their names or the names of their     
nominees for the expenses of forwarding soliciting material to their principals.

VOTING

    The close of business on March 31, 1998 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at 
the Meeting. On March 31, 1998 there were outstanding 1,316,344 shares of       
Kennedy-Wilson Common Stock, $.01 par value ("Common Stock"). A majority of the 
shares entitled to vote, present in person or represented by proxy, will        
constitute a quorum at the Meeting. The affirmative vote of the majority of     
shares present in person or represented by proxy at the Meeting and entitled to 
vote on the subject matter will be the act of the stockholders, except with     
respect to the election of two directors as to which the two nominees receiving 
the highest number of votes will be elected. Abstentions and broker non-votes   
(which occur if a broker or other nominee does not have discretionary authority 
and has not received voting instructions from the beneficial owners with respect
to the particular item) will be counted for the purposes of determining the     
presence                                                                        

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or absence of a quorum for the transaction of business. For the purposes of     
determining whether the directors have been elected, abstentions and broker     
non-votes will have no effect. As to all other matters that may come before the 
Meeting, abstentions will have the effect of a negative vote. Broker non-votes  
are not taken into account for the purpose of determining whether a proposal has
been approved by the requisite stockholder vote.                                

     Proxies will be voted in accordance with the instructions thereon. In
the absence of such instructions, proxies will be voted for management's        
nominees for election as directors, to approve the Amendment, the form of       
which is attached as Annex A hereto and to approve the Certificate Amendment,   
the form of which is attached as Annex B hereto. As of the date hereof, the     
Board of Directors of Kennedy-Wilson was not aware of any matters which would be
presented for action at the Annual Meeting other than those specifically        
identified in the Notice of Annual Meeting accompanying this Proxy Statement.   
However, should any other matters come before the meeting, proxies will be voted
in the discretion of the persons named as proxies thereon as to any other       
business that may properly come before the Meeting or any adjournment(s)        
thereof.                                                                        

    Any stockholder has the power to revoke his or her proxy at any time
before it is voted at the Meeting by submitting written notice of revocation to 
the Secretary of Kennedy-Wilson, or by filing a duly executed proxy bearing a   
later date. A proxy will not be voted if the stockholder who executed it is     
present at the Meeting and elects to vote the shares represented thereby in     
person.                                                                         

 ELECTION OF DIRECTORS

  The Company has a three-tiered, classified Board of Directors with
staggered terms of office. The term of Class III directors expires at the 1997  
Annual Meeting, the term of Class I directors will expire at the 1999 Annual    
Meeting and the term of Class II directors expires at the 2000 Annual Meeting.  
The nominees of management for election as Class III directors (all of whom are 
presently directors) are set forth below along with certain information         
regarding these nominees. See "Management." Should any nominee become           
unavailable to serve as a director before the election (which event is not      
anticipated), the proxies may be voted for a substitute nominee selected by the 
Board of Directors or the authorized number of directors may be reduced. If for 
any reason the authorized number of directors is reduced, the proxies will be   
voted, in the absence of instructions to the contrary, for the election of the  
remaining nominees named in this Proxy Statement. To the best of                
Kennedy-Wilson's knowledge, all nominees are and will be available to serve.    

NAME                       AGE       PRESENT TITLE WITH COMPANY                 
----                       ---       --------------------------                 

William J. McMorrow        50        Chairman of the Board of Directors,        
                              Chief Executive Officer and Director

Donald B. Prell            73        Director                                   

Messrs. McMorrow and Prell have been directors of the Company since 1987 and    
1992, respectively. Neither of the proposed nominees is related by blood or     
marriage to one another or to an executive officer of the Company.              

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE    
FOR THE NOMINEES NAMED ABOVE.                                                   

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MANAGEMENT

       The Directors (including the nominees for reelection) and the executive
officers of the Company are as follows:                                         

                                                                [Download Table]

NAME                   AGE      PRESENT TITLE                                  
----                   ---      -------------                                  
                                                                               

William J. McMorrow    50       Chairman of the Board of Directors, Chief      
                                Executive Officer and Director (Class III)     

Freeman A. Lyle        44       Executive Vice President, Chief Financial      
                                Officer and Secretary                          

Lewis A. Halpert       46       Executive Managing Director, President K-W     
                                Properties and Director (Class I)              

Richard Mandel         35       Managing Director, President Commercial        
                                Brokerage Division and Director (Class II)     

Goodwin Gaw            29       Director (Class I)                             

Donald B. Prell        73       Director (Class III), and Chairman of the Audit
                                Committee                                      

Kent Y. Mouton         44       Director (Class I), and Chairman of the        
                                Compensation Committee                         

     William J. McMorrow has served as Chairman of the Board of Directors,
Chief Executive Officer and Director of the Company and its predecessor since   
1987.                                                                           

       Freeman A. Lyle has served as Executive Vice President, Chief Financial
Officer and Secretary since joining the Company in April, 1996. Previously Mr.  
Lyle was President of Lyle Realty Group Inc., a real estate investment brokerage
and consulting firm, since January, 1994. From June, 1981 to December, 1993, Mr.
Lyle was an executive with R & B Realty Group, an international investment and  
management company and served as Vice President-Finance and Vice President-Asset
Management.                                                                     

      Lewis A. Halpert has served as Executive Managing Director since June,
1997, as a Managing Director since March 1992 and as a Director since joining   
the Company in December, 1987. From December, 1987 to March, 1992, Mr. Halpert  
was an Executive Vice President of the Company.                                 

        Richard A. Mandel has served as a Managing Director since October, 1993,
and as a Director since December, 1995. In February, 1997, he was promoted to   
President of the Commercial Brokerage Division. Previously he served as Managing
Director of Kennedy-Wilson Hong Kong Ltd., and Kennedy-Wilson Japan K.K. since  
October, 1993. Prior to joining Kennedy-Wilson, Mr. Mandel was a partner of     
Jones Lang Wooten USA, a commercial real estate firm, since 1990.               

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     Goodwin Gaw is President of Fortune Far East, Ltd., a Hong Kong based
investment company. He has served as a director since July, 1996. From 1992 to  
1995 he was the General Manager of Pioneer Estates in Hong Kong, directing all  
aspects of real estate investment in the United States. From February, 1996     
until September, 1997, he served as a Managing Director of the Company.         

     Donald B. Prell has been a Director of the Company since March, 1992.
From 1980 to 1990, Mr. Prell was employed by Imperial Bancorp, a bank holding   
company, in various positions, most recently as Chief Credit Officer of Imperial
Bancorp and President of Imperial International Bank.                           

       Kent Y. Mouton has been a Director of the Company since December, 1995.
Mr. Mouton has been a partner in the law firm of Kulik, Gottesman & Mouton, LLP 
in Los Angeles, California since 1991.                                          

None of the Directors or executive officers of the Company are related to one   
another by blood or marriage.                                                   

COMMITTEES OF THE BOARD OF DIRECTORS                                            

      The Company maintains an Audit Committee and a Compensation Committee.

      The Audit Committee is composed of Donald B. Prell (Chairman) and Kent
Y. Mouton. The Audit Committee held two meetings in 1997. The Audit Committee is
responsible for reviewing the Company's financial policies and objectives,      
monitoring the Company's financial condition and its requirements for funds in  
conjunction with management, and meeting with the Company's independent auditors
to understand their audit report and any recommendations.                       

       The Compensation Committee is composed of Kent Y. Mouton (Chairman) and
Donald B. Prell. The Compensation Committee held four meetings in 1997. The     
Compensation Committee establishes the general compensation policies of the     
Company and determines the compensation levels for the CEO and other Company    
officers. The Compensation Committee also has oversight responsibility for      
administering the Company's 1992 Incentive and Nonstatutory Stock Option Plan.  

 In 1997, the Board of Directors held nine meetings. Each director
attended at least 75 percent of the meetings of the Board of Directors and the  
committees of the Board on which the director served in 1997.                   

COMPLIANCE WITH SECTION 16(a) OF
 THE SECURITIES EXCHANGE ACT OF 1934

 Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons who beneficially own more than
10% of the Company's Common Stock, to file reports of ownership and changes in  
ownership with the Securities and Exchange Commission ("SEC"). Such directors,  
officers and stockholders must furnish the Company with copies of all Section   
16(a) reports that they file with the SEC.                                      

Based solely on a review of copies of such reports and written  
representations from the reporting persons, the Company believes that, during   
the period from January 1, 1997 through December 31, 1997,                      

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its executive officers, directors and greater than 10% stockholders have filed  
on a timely basis all reports required under Section 16(a).                     

EXECUTIVE COMPENSATION

SUMMARY OF EXECUTIVE COMPENSATION                                               

        The following table sets forth the total compensation paid or accrued by
the Company to the Chief Executive Officer and the four most highly compensated 
executive officers of the Company who served in such capacities during fiscal   
1997 (the "Named Executive Officers") for services rendered during each of the  
last three fiscal years.                                                        

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SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                   LONG TERM COMPENSATION     
                             ANNUAL COMPENSATION                                           AWARDS             
                            --------------------                                   ----------------------     
==============================================================================================================
                                                                                                 Other        
                                                                                                 All          
                                                              Other Annual        Options/SAR    Compen-      
NAME AND POSITION          Year     Salary         Bonus      Compensation1      (# of Shares)   sation       
--------------------------------------------------------------------------------------------------------------
                                                                                                              
William J. McMorrow        1997     300,000     1,270,754         120,607           20,000          0         
Chairman of the Board      1996     300,000       450,000            0                 0            0         
Chief Executive Officer    1995     400,000          0               0                 0            0         
--------------------------------------------------------------------------------------------------------------
Lewis A. Halpert           1997     150,000       396,800          31,083           10,000          0         
Executive Managing         1996     125,000       325,000            0                 0            0         
Director                   1995     200,000          0               0                 0            0         
--------------------------------------------------------------------------------------------------------------
Richard Mandel             1997     225,000       284,267          35,917           42,000          0         
Managing Director          1996     188,000       100,000          89,000           12,000          0         
                           1995     175,000        50,000          93,000           12,000          0         
--------------------------------------------------------------------------------------------------------------
Freeman A. Lyle            1997     150,000       100,000          15,020              0            0         
Executive V.P., Chief      1996      94,000        37,500            0              12,000          0         
Financial Officer and                                                                                         
Secretary2                                                                                                    
--------------------------------------------------------------------------------------------------------------
Goodwin Gaw                1997     145,790          0               0              10,000          0         
Managing Director3         1996     137,000          0               0               6,000          0         
==============================================================================================================

EMPLOYMENT AGREEMENTS                                                           

 Each of the Named Executive Officers (other than Goodwin Gaw) has
entered into an employment contract for 1998 with the Company. Mr. McMorrow's   
contract, as amended, provides for a term expiring December 31, 1999, base      
salary of $300,000 per annum, plus a bonus advance of $100,000, payable against 
his annual incentive bonus of 0% to 20% of year end profits. Mr. Halpert's      
contract provides for a base salary of $150,000 per annum plus an advance of    
$175,000, payable against an annual incentive bonus of 15% to 25% of the net    
profit of K-W Properties. Mr. Mandel's contract provides for a base salary of   
$225,000 plus an incentive bonus of 0% to 20% of the profits of the Commercial  
Brokerage Division. Mr. Lyle's contract, as amended, provides for a base salary 
of $150,000 plus a                                                              

-------------                                                                   
(1)     Excludes compensation in the form of other personal benefits which, for 
   each of the Named Executive Officers other than Mr. Mandel, did not
        exceed the lesser of $50,000 or 10% of the total annual salary and bonus
        reported for each year. Mr. Mandel received a foreign cost of living and
housing allowance while based in Hong Kong and then Tokyo.      

(2)     Mr. Lyle joined the Company in April, 1996.                             

(3)     Mr. Gaw joined the Company in February, 1996 and resigned as an         
executive officer in September, 1997. He continues to serve as a
consultant to the Company and as a director.                    
.                                                                             

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performance bonus of 0% to 40% of base salary.                                  

        In addition to compensation as noted above, each contract sets forth the
employee services provided to the Company; benefits and expense reimbursements, 
if applicable, provided to the employee; a non-competition covenant and         
confidentiality agreement; and terms for termination. None of the contracts     
provide for any severance, change-in-control or related payments upon           
termination of the agreement, except for Mr. McMorrow's. Mr. McMorrow's         
employment agreement provides for a severance payment equal to two times his    
annual compensation as determined by the arithmetic average of his salary and   
bonus for the prior three years in the event his agreement is not renewed.      

DEFERRED COMPENSATION PLAN                                                      

     In 1997, the Company established a nonqualified deferred compensation
plan to provide specific benefits to a select group of management or highly     
compensated employees who contribute materially to the continued growth,        
development and future business success of the Company. Under such plan,        
participants are able to defer up to 100% of their annual total compensation,   
consisting of salary and bonus. The Company is authorized to make discretionary 
matching contributions under certain circumstances pursuant to the terms of the 
plan. In 1997, the Company contributed $314,000, including the amounts          
disclosed in the Summary Compensation Table, as applicable, for the Named       
Executive Officers in the column labelled Other Annual Compensation.            

STOCK OPTIONS                                                                   

     The following table provides information with respect to stock option
grants made to each of the Named Executive Officers in fiscal 1997.             

 STOCK OPTION GRANTS IN LAST FISCAL YEAR

                                                        [Enlarge/Download Table]

                                                           Potential Realizable Value
             Number of   % of Total                        at Assumed Annual Rates of
             Securities  Options     Exercise               Stock Price Appreciation 
             Underlying  Granted to  or Base                    for Option Term      
             Options     Employees   Price      Expiration --------------------------
 Name        Granted(#)  in FY       ($/sh)     Date           5%($)        (10%)($) 
 ----        ----------  ----------  ---------  ----------     ------       -------- 
                                                                                     
W. McMorrow  20,000      16.9        16.75      10/28/02       92,554       204,521  

L. Halpert   10,000       8.5        16.75      10/28/02       46,277       102,260  

R. Mandel    12,000      10.2         8.13       1/1/02        26,954        59,561  

R. Mandel    42,000      35.6         9.58       5/19/02       111,164      245,645  

G. Gaw       10,000       8.5        16.75      10/28/02       46,277       102,260  

F. Lyle        --          --          --           --            --           --    

       The following table furnishes information with respect to stock options
held by the Named Executive Officers.                                           

 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

                                                        [Enlarge/Download Table]

                                            Number of Securities       Value of Unexercised     
                                           Underlying Unexercised      In-the-Money Options     
                                              Options at FY-End             at FY-End           
             Shares Acquired    Value   ---------------------------  ---------------------------
Name           on Exercise    Realized  Exercisable   Unexercisable  Exercisable   Unexercisable
----         ---------------  --------  -----------   -------------  -----------   -------------
                                                                                                
W. McMorrow        ---          ---          ---         20,000           ---           ---     
L. Halpert         ---          ---          ---         10,000           ---           ---     
R. Mandel          ---          ---        12,000        66,000         135,760       501,440   
G. Gaw             ---          ---         2,000        14,000          23,460        46,920   
F. Lyle            ---          ---         4,000         8,000          39,210        78,420   

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DIRECTOR COMPENSATION                                                           

        Each director who is not an employee of the Company receives a quarterly
retainer of $4,000 plus a fee of $1,000 for each board meeting attended and $500
for each Board Committee meeting attended. In addition, the Company maintains a 
non-Employee Director Stock Option Plan, which is designed to provide           
non-employee directors with the opportunity to obtain equity ownership interest 
in the Company through the exercise of stock options. Company executive officers
who also are directors receive no additional compensation for services as       
members of the Board of Directors or any Board Committee.                       
See also "Certain Transactions."                                                

 COMPENSATION COMMITTEE REPORT

     The Compensation Committee Report shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy        
statement into any filing under the Securities Act of 1933 or under the         
Securities Exchange Act of 1934, except to the extent that the Company          
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such act.                                                 

OVERVIEW AND PHILOSOPHY                                                         

    The Compensation Committee of the Board of Directors establishes the
general compensation policies of the Company, determines the compensation levels
for the Chief Executive Officer ("CEO") and other senior Company officers, and  
administers and/or provides oversight on all short-term (annual) incentive      
plans, all long-term incentive plans, including the Incentive and Non-Statutory 
Stock Option Plan, and approves any grants of stock options, stock and/or stock 
warrants to Company officers.                                                   

     The Compensation Committee is comprised of non-employee directors who
have no interlocking relationships as defined by the Securities and Exchange    
Commission. The Committee has available to it an external compensation          
consultant and access to independent compensation data.                         

   The Company applies a consistent philosophy to compensation for all
employees, including the officers. This philosophy is based upon the premise    
that the achievements of the Company result from the coordinated efforts of all 
individuals working toward common, defined objectives. The Company strives to   
attain these objectives through team work that is focused upon meeting the      
expectations of customers and stockholders.                                     

COMPENSATION POLICY                                                             

 The Company's compensation policy is to ensure that a substantial
portion of potential aggregate annual compensation be contingent upon the       
performance of the Company. The goals of the compensation programs are to align 
compensation with performance and to enable the Company to attract, retain and  
reward personnel who contribute to the success of the Company. The Company's    
compensation program for officers is based on the same guidelines that apply to 
all Company employees.                                                          

       The Company is committed to providing sales commission and/or incentive
opportunities that, together with base salaries (where appropriate), provide for
competitive and equitable total cash compensation opportunities. Aggregate base 
salaries, where appropriate, are set relative to average market pay practices,  
while target incentives opportunities are set somewhat above average market pay 

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practices. Additionally, future base salary increases and commission or         
incentive pay opportunities are directly linked to the achievement of key       
financial objectives.                                                           

 The variable compensation plans focus respective employees on the
immediate objectives of the business and their job; encourage employees to work 
together as a team to achieve Company success; and, recognize and reward the    
sustained contribution of outstanding performers within the Company.            

COMPONENTS OF COMPENSATION                                                      

       The Company has compensation programs that include both cash and equity
components. The Compensation Committee has established base salary, short and   
long-term incentive compensation mix targets for each officer and for all       
employees, where applicable, of the Company. The compensation mix targets,      
define the desired percentage for each component of total compensation.         

     With respect to cash compensation for officers, the Company sets base
salaries and target incentive opportunities for each officer by reviewing the   
cash compensation provided to comparable positions and through assessing the    
internal equity of cash compensation opportunities based on position            
responsibilities, the performance of each incumbent, and overall levels of      
contribution to the Company. When considering competitive pay practices, the    
Committee reviews compensation levels in both the real estate industry and      
general industry at firms comparable in size and revenue to the Company. For    
1998, target incentive compensation opportunities will be funded as stipulated  
levels of net profit are achieved. Some officers with defined divisional        
business development responsibilities also receive a temporary salary draw, with
additional opportunity to earn a proportionate share of their responsible net   
profits or revenue.                                                             

  With regard to equity-based compensation for officers, the Company
considered and granted stock options for the reported year, including certain of
those officers who already have a substantial equity stake in the Company. Stock
option grants were based on relative position responsibilities and/or historical
and expected contribution to the Company, including grants to recruit officers  
to join the Company.                                                            

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER                                     

        Mr. McMorrow has been CEO of the Company and its predecessor since 1987.
Based on a thorough review, it was determined that Mr. McMorrow's base salary   
was within a competitive range of pay, as compared with companies of similar    
size and scope as Kennedy-Wilson. Incentive compensation has been linked to     
Company performance. In determining Mr. McMorrow's incentive compensation for   
1997, the Compensation Committee considered various factors particularly Mr.    
McMorrow's guidance in the Company's acquisition and disposition of real estate.
For 1998, the Compensation Committee has determined Mr. McMorrow's compensation 
will be based upon a potential target compensation mix whereby approximately one
third of his total compensation will be in the form of base salary, derived in  
part from competitive pay practices, and approximately two-thirds of his        
compensation will be in the form of incentives, based upon attainment of net    
profits and other business factors.                                             

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COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:                               

Kent Y. Mouton, Chair                                                           
Donald B. Prell                                                                 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

      No member of the Compensation Committee of the Board of Directors was,
during the fiscal year, or formerly, an officer or employee of the Company or   
any of its subsidiaries.                                                        

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 PERFORMANCE GRAPH

Comparison of Cumulative Total Return Among Kennedy-Wilson, Inc., 
The Nasdaq Stock Market Index and a Peer Group Index

Measurement Period           Kennedy-Wilson,      Peer Group       Nasdaq   
(Fiscal Year Covered)                Inc.              Index         Index      
---------------------          --------------       ----------       ------     

1992                                100                100             100      
1993                                 80                120             120      
1994                                 32                115             125      
1995                                120                123             160      
1996                                 23                175             205      
1997                                 45                195             245      

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AMENDMENT TO THE COMPANY'S
 1992 INCENTIVE AND NONSTATUTORY
 STOCK OPTION PLAN

GENERAL                                                                         

    The Company's 1992 Incentive and Nonstatutory Stock Option Plan (the
"Plan") is designed to help the Company attract and retain the best available   
persons for positions with substantial responsibility and to provide certain key
employees and consultants with an additional incentive to contribute to the     
success of the Company. The following is a summary of the principal provisions  
of the Plan together with a description of the Amendment to increase the number 
of shares available for grant under the Plan to 240,000.                        

        The Plan, without giving effect to the Amendment, provides for the grant
of options to purchase up to an aggregate of 168,000 shares of the Common Stock 
of the Company (subject to an antidilution provision providing for adjustment in
the event of certain changes in the Company's capitalization as described more  
fully below.) At August 19, 1997, the Company had options to acquire 138,960    
shares outstanding and 29,040 shares remained available for future grant. On    
August 19, 1997, the Board of Directors adopted the Amendment, subject to       
stockholder approval, increasing the number of shares available for grant to    
240,000. (All of the above numbers are adjusted for the Company's 20% stock     
dividend effected October 27, 1997.) Since such date, 68,500 options have been  
granted, including 39,460 in excess of 168,000 shares, all of which excess      
options are expressly conditioned upon stockholder approval of the Amendment.   

      As of March 1, 1998, assuming stockholder approval of the Amendment is
granted, options to acquire 207,460 shares were outstanding. Pursuant to the    
Amendment, the 168,000 share limitation on the number of shares of Common Stock 
as to which options could be granted under the Plan would be increased to       
240,000, thereby making additional shares available so that (i) options may be  
granted in the future and (ii) the 39,460 options granted in excess of the      
168,000 are effective.                                                          

      The Plan is administered by the Compensation Committee of the Board of
Directors. All key employees (including officers and other key employees who are
also directors) of, and consultants to, the Company are eligible to participate 
in the Plan. The Compensation Committee determines which persons shall be       
granted options, the extent of such grants and, consistent with the Plan, the   
terms and conditions thereof. As of March 1, 1998, approximately 62 employees of
the Company, and no directors of the Company who are not also employees of the  
Company, are eligible to receive option grants under the Plan.                  

       Options granted under the Plan may be either incentive stock options or
options which are not intended to qualify as incentive stock options, except    
that incentive stock options may only be granted to employees of the Company. No
options may be granted under the Plan after May 11, 2002.                       

        The exercise price for shares under options granted pursuant to the Plan
must be at least equal to the fair market value per share of Common Stock at the
time of grant. The exercise price per share for grant of an incentive stock     
option to a greater than 10% stockholder must be at least equal to 110% of such 
fair market value per share of Common Stock. The exercise price for options     
granted must be paid at the time of exercise in cash or by certified bank check 
or, in certain circumstances, with previously acquired shares of Common Stock.  
The aggregate fair market value (determined on the date of                      

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grant) of the shares of Common Stock for which incentive stock options may be   
granted to any participant under the Plan (and any other plans by the Company or
its affiliates) which are exercisable for the first time by such participant    
during any calendar year may not exceed $100,000.                               

      Options granted under the Plan become exercisable on such dates as the
Compensation Committee determines in the terms of each individual option.       
Options become immediately exercisable in full in the event of a disposition of 
all or substantially all of the assets or capital stock of the Company by means 
of a sale, merger, consolidation, reorganization, liquidation or otherwise,     
unless the Compensation Committee arranges for the optionee to receive new      
options covering shares of the corporation purchasing or acquiring the assets or
stock of the Company, in substitution of the options granted under the Plan     
(which options shall thereupon terminate). The Compensation Committee in any    
event may, on such terms and conditions as it deems appropriate, accelerate the 
exerciseability of options granted under the Plan. An incentive stock option    
must expire no later than five years from the date of the grant. A non-statutory
stock option must expire no later than 10 years from the date of grant.         

      The options granted under the Plan are not transferrable other than by
will or the laws of descent and distribution. Unexercised options generally     
lapse 90 days after termination of employment other than by reason of disability
or death and in the case of death or disability, upon the earlier of the option 
expiration date or one year after the date of death.                            

      The Plan provides for antidilution adjustments which are applicable in
the event of a reorganization, recapitalization, reclassification, stock        
dividend, stock split or reverse stock split; however, no such adjustment need  
be made if it is determined that the adjustment may result in the receipt of    
federally taxable income due optionees or the holders of Common Stock or other  
classes of the Company's securities.                                            

      The Plan provides that the Board of Directors of the Company may amend
the Plan at any time; provided, however, that no amendment can operate to affect
adversely an optionee's rights under the Plan with respect to any option granted
prior to the adoption of such amendment except with the written consent of the  
optionee or as may be necessary to comply with any applicable law. Additionally,
any amendment which would increase the maximum number of shares issuable (such  
as the Amendment), change the classes of eligible persons or require stockholder
approval under any applicable law, rule or regulation is subject to stockholder 
approval.                                                                       

FEDERAL INCOME TAX CONSEQUENCES                                                 

        The Company believes that, under present law, the following is a summary
of the federal tax consequences generally arising with respect to options       
granted under the Plan. Such summary is not intended to be exhaustive and does  
not describe state, local or foreign tax consequences. The grant of an option   
will create no tax consequences for an optionee or the Company. Optionees will  
have no taxable income upon exercising an incentive stock option (except that   
the alternative minimum tax may apply), and the Company will receive no         
deduction when an incentive stock option is exercised. Upon exercising an option
that is not an incentive stock option, the optionee must recognize ordinary     
income equal to the difference between the exercise price and the fair market   
value of the stock on the date of exercise; the Company will be entitled to a   
deduction for the same amount.                                                  

        The treatment to an optionee of a disposition of shares acquired through
the exercise of an option depends on how long the shares have been held and if  
such shares were acquired by exercising an                                      

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incentive stock option or by exercising an option other than an incentive stock 
option. If no disposition of the stock acquired upon exercise of an incentive   
stock option is made within two years of the date the option was granted and one
year after the option is exercised, any gain realized by the optionee will be   
taxed as a long-term capital gain. Generally there will be no tax consequence to
the Company in connection with a disposition of shares acquired under an option 
except that the Company may be entitled to a deduction in the case of a         
disposition of shares acquired under an incentive stock option before the       
applicable incentive stock option holding periods described above have been     
satisfied.                                                                      

FUTURE PLAN AWARDS                                                              

   As described above, the Amendment increases the number of shares of
Common Stock available for grant under the existing Plan. Reference is made to  
the Summary Compensation Table and Stock Option Tables on pages 6 and 7 to      
assess the level of awards made under the Plan.                                 

REQUIRED VOTE                                                                   

The approval of the Amendment requires the affirmative vote of a
majority of the shares present in person or represented by proxy at the Meeting.
The Board recommends a vote FOR approval of the Amendment. Management           
stockholders of the Company own more than 50% of the Company's outstanding      
Common Stock and intend to vote in favor of the Amendment thereby assuring      
stockholder approval.                                                           

THE CERTIFICATE AMENDMENT 

SUMMARY                                                                         

        At the Meeting, the Company's stockholders will consider and take action
upon management's proposal to increase the authorized capital stock of the      
Company from an aggregate of 5 million shares of Common Stock and 1 million     
shares of Preferred Stock to 10 million shares of Common Stock and 2 million    
shares of Preferred Stock. The increase in authorized capital stock would be    
effected by an amendment to the Company's Certificate of Incorporation in the   
form set forth on Annex B to this Proxy Statement. The approval and effecting of
the Certificate Amendment will have no effect on the outstanding Common Stock   
and the Company has no outstanding Preferred Stock.                             

The Board of Directors has unanimously approved the Certificate 
Amendment and recommends approval of the Certificate Amendment by the           
stockholders. If the Certificate Amendment is approved by the stockholders of   
the Company at the Meeting, the Certificate Amendment will be effected unless   
there is a subsequent determination by the Board that the Certificate Amendment 
is not in the best interests of the Company and its stockholders. Although      
management and the Board believe that as of the date of this Proxy Statement    
that the Certificate Amendment is advisable, the Certificate Amendment may be   
abandoned by the Board at any time before, during or after the Meeting and      
prior to filing the proposed amendment to the Company's Certificate of          
Incorporation as set forth in Annex B to this Proxy Statement.                  

Principal Purposes of Amendment                                                 

     The Board of Directors believes an increase in the authorized capital
stock is in the best interests of the Company and its stockholders so that      
additional shares are available for, among other purposes, stock dividends,     
stock option and other employee benefit plans, prospective issuance in public or
private offerings for cash and other proper business purposes. Except for the   
200% Common Stock dividend payable on April 10, 1998 to stockholders of record  
on March 30, 1998, which Common Stock dividend was previously announced, the    
Company has no current plans to issue additional shares of Common Stock or any  
Preferred Stock in public or private transactions.                              

       Although the purpose of seeking an increase in the number of authorized
shares of Common Stock is not intended for anti-takeover purposes, Securities   
and Exchange Commission rules require disclosure of charter and bylaw provisions
that could have an anti-takeover effect. For the Company, provisions that have  
existed under its Certificate of Incorporation since formation include: (i) a   
classified Board of Directors with staggered terms, (ii) Board authority to     
issue one or more series of Preferred Stock up to a maximum of 1,000,000 shares 
that is now proposed to be increased to 2,000,000 shares, (iii) a special       
meeting of stockholders may only be called by the Board of Directors (or a      
specially designated committee thereof), (iv) certain business combination      
transactions require a greater than majority stockholder approval, (v) directors
can be removed only for cause, (vi) amendments to certain articles of the       
Certificate of Incorporation may require, under certain circumstances, a greater
than majority stockholder approval and (vii) amendment of the Bylaws may        
require, under certain circumstances, greater than majority stockholder         
approval.                                                                       

Certificate of Incorporation                                                    

      The Certificate Amendment would be effected on the date of filing of a
Certificate of Amendment to the Company's Certificate of Incorporation with the 
Delaware Secretary of State. The Company's Board of Directors has authorized    
and approved the Certificate Amendment and the text of the proposed change to   
the Company's Certificate of Incorporation is provided in its entirety on Annex 
B to this Proxy Statement. If approved by the holders of a majority of the      
outstanding Common Stock, a Certificate of Amendment to the Company's           
Certificate of Incorporation would be filed immediately following the Meeting,  
unless the Board determines that the Certificate Amendment is not in the best   
interests of the Company and its stockholders.                                  

Required Vote                                                                   

       The approval of the Certificate Amendment requires the affirmative vote
of a majority of the outstanding shares of the Company's Common Stock. The      
Board recommends a vote FOR approval of the Certificate Amendment. Management   
stockholders of the Company own more than 50% of the Company's outstanding      
Common Stock and intend to vote in favor of the Certificate Amendment, thereby  
assuring stockholder approval.                                                  

 SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

       The following table sets forth as of March 31, 1998 the total number of
shares beneficially owned and the percentage of the outstanding shares so owned 
by (i) each beneficial owner known to the Company of more than five percent (5%)
of the outstanding shares of Common Stock, (ii) each director, (iii) the        
executive officers, and (iv) all directors and executive officers as a group.   

                                                                [Download Table]

                                        Number of                     
                                    Shares Beneficially    Percent    
Name                                     Owned (*)       of Class (**)
----                                -------------------  -------------
                                                                      
William J. McMorrow                    319,377  (1)          24.3%    
Lewis A. Halpert                       300,567  (2)          22.8%    
Richard A. Mandel                       37,628  (3)           2.8%    
Goodwin Gaw                            122,980  (4)           9.3%    
Freeman A. Lyle                         18,471  (5)           1.4%    
Donald B. Prell                          3,240  (6)            --     
Kent Y. Mouton                           3,120  (7)            --     
All executive officers and             805,383               59.3%    
  directors as a group (7 Persons)                                    
Kenneth V. Stevens                     206,250  (8)          15.7%    
Fortune Far East Ltd.                  118,980  (9)           9.0%    
FMR Corp.                              112,200 (10)           8.5%    

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(*)     Except as otherwise indicated in the following notes, such person or    
    persons are the beneficial owner of such shares with sole voting and
investment power over such shares.                              

(**)    Percentage information is omitted for those individuals whose holdings  
represent less than one percent of the outstanding Common Stock.

(1)     Includes approximately 930 shares held for Mr. McMorrow's account as    
      well as approximately 61 shares held for the account of Mr. McMorrow's
     spouse in the Company's 401(k) Profit Sharing Plan and Trust of which
Mr. McMorrow expressly disclaims beneficial ownership.          

(2)     Includes approximately 302 shares held for Mr. Halpert's account in the 
Company's 401(k) Profit Sharing Plan and Trust.                 

(3)     Includes approximately 93 shares held for Mr. Mandel's account in the   
        Company's 401(k) Profit Sharing Plan and Trust. Also includes beneficial
        ownership of 26,000 shares which may be acquired pursuant to exercise of
       outstanding stock options that are presently exercisable or exercisable
within 60 days.                                                 

(4)     Includes 118,980 shares owned by Fortune Far East, Ltd. for which       
  corporation Mr. Gaw serves as President and a Director and thereby
      shares voting and investment power. Also includes beneficial ownership
of 4,000 shares which may be acquired pursuant to exercise of   
       outstanding stock options that are presently exercisable or exercisable
within 60 days.                                                 

(5)     Includes beneficial ownership of 6,000 shares which may be acquired     
    pursuant to exercise of outstanding stock options that are presently
exercisable or exercisable within 60 days.                      

(6)     Includes beneficial ownership of 3,240 shares which may be acquired     
    pursuant to exercise of outstanding stock options that are presently
exercisable.                                                    

(7)     Includes beneficial ownership of 3,120 shares which may be acquired     
    pursuant to exercise of outstanding stock options that are presently
exercisable.                                                    

(8)     Includes approximately 302 shares held for Mr. Stevens' account in the  
       Company's 401(k) Profit Sharing Plan and Trust. Pursuant to an existing
 agreement that expires in May, 1998, the Company has the right of
    first refusal to acquire Mr. Stevens' shares, and management has the
   right to vote all of his shares. Mr. Stevens' address is 88 El Nido
Place, Diablo, California 94528.                                

(9)     Based solely on information contained in Schedule 13D as filed with the 
  Securities and Exchange Commission. The address of such entity, as
        indicated in the Schedule 13D, is 7000 Hollywood Boulevard, Los Angeles,
       California 90028. Goodwin Gaw, an executive officer and director of the
Company is also President of Fortune Far East Ltd.              

(10)    Based solely on information contained in Schedule 13G filed with the    
  Securities and Exchange Commission. The address of such entity, as
indicated in the Schedule 13G is 82 Devonshire Street, Boston,  
Massachusetts 02109-3614.                                       

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  The address of each 5% stockholder, other than Kenneth V. Stevens,
Fortune Far East Ltd., and FMR corp. is in care of the Company, 530 Wilshire    
Boulevard, Suite 101, Santa Monica, California 90401.                           

CERTAIN TRANSACTIONS

TRANSACTIONS WITH EXECUTIVE OFFICERS, DIRECTORS AND 10% STOCKHOLDERS            

    The Company has in the past been retained, and anticipates that from
time to time in the future it will be retained, to perform auction or brokerage 
services for entities controlled by certain of its executive officers and/or    
directors. The Company believes that the terms of such transactions have been   
substantially comparable to those that would have been obtainable in similar    
transactions with unaffiliated parties. For the year ended December 31, 1997,   
the Company received $156,000 in commissions from the sale of properties owned  
by partnerships controlled by William J. McMorrow and Lewis A. Halpert.         
The Company was also reimbursed $210,000 for marketing expenses.                

INDEBTEDNESS OF MANAGEMENT                                                      

      In December, 1997, the Company loaned an aggregate of $1,319,652 to 18
key employees, including William J. McMorrow, the Company's Chairman and Chief  
Executive Officer, Lewis Halpert, Executive Managing Director and a Director,   
Richard Mandel, Managing Director and a Director and Freeman A. Lyle, Executive 
Vice President and Chief Financial Officer. Such funds were provided to enable  
the key employees to acquire in a private unsolicited transaction approximately 
73,314 shares of Common Stock from an institutional investor which sought to    
liquidate its shares in the Company. The terms of the Company's loans to each   
key employee are identical. Each loan is unsecured, bears interest at an annual 
rate equal to the commercial prime rate of Bank of America in effect from time  
to time plus 1% with interest payable semiannually on August 31 and January 31, 
and is payable in a single lump sum of principal on the earlier of three years  
following issuance or six months following the termination of employment with   
the Company for any reason. Mr. McMorrow acquired 12,473 shares and is indebted 
to the Company in the amount of $224,514. Mr. Halpert purchased 12,472 shares   
and is indebted to the Company in the amount of $224,496. Mr. Lyle acquired     
12,471 shares and is indebted to the Company in the amount of $224,478.         
Mr. Mandel acquired 9,000 shares and is indebted to the Company in the amount   
of $162,000.                                                                    

OTHER TRANSACTIONS                                                              

In September, 1997 the Company entered into a joint venture with
related parties who are affiliated with Goodwin Gaw, one of the Company's       
Managing Directors, a member of the Board of Directors and a significant        
stockholder. The Company acquired a 50% interest for approximately $1.4 million 
in a joint venture that purchased an office building with approximately 500,000 
square feet in downtown Los Angeles for $14.6 million.                          

   In the first calendar quarter of 1998, the Company entered into two
further joint ventures with related parties who are affiliated with Goodwin Gaw.
During January, 1998, the Company acquired a 15% interest for $3.8 million in a 
joint venture that purchased a commercial building in New York with more than   
975,000 square feet for approximately $64 million. In March, 1998, the Company  
purchased a 40% interest for about $300,000 in a joint venture that acquired a  
note collateralized by a hotel in Beverly Hills, California for approximately   
$2.2 million.                                                                   

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  In 1997, the firm of Kulik, Gottesman & Mouton was paid a total of
$470,000 in legal fees. In addition, Kent Y. Mouton, a partner in the firm and a
member of the Company's Board of directors, was paid a total of $21,000 in      
directors' fees for 1997.                                                       

INDEPENDENT PUBLIC ACCOUNTANTS

   The Board of Directors, upon recommendation of the Audit Committee,
reappointed the firm of Deloitte & Touche LLP ("Deloitte & Touche") to serve as 
the Company's independent certified public accountants for 1998. Representatives
of Deloitte & Touche are expected to be present at the Annual Meeting of        
Stockholders to make a statement should they desire to do so and will be        
available to respond to appropriate questions that may be asked by stockholders.

 ANNUAL REPORT

       The Company's 1997 Annual Report to Stockholders has been mailed to all
stockholders. Any stockholder who has not received a copy may obtain one by     
writing to the Company at 530 Wilshire Blvd., Suite 101, Santa Monica,          
California 90401, Attention: Investor Relations Department.                     

 STOCKHOLDER PROPOSALS
 FOR THE 1999 ANNUAL MEETING OF STOCKHOLDERS

     Any eligible stockholder of Kennedy-Wilson wishing to have a proposal
considered for inclusion in Kennedy-Wilson's 1999 proxy solicitation materials  
must set forth such proposal in writing and file it with the Secretary of       
Kennedy-Wilson on or before November 26, 1998. The Board of Directors of        
Kennedy-Wilson will review new proposals received from eligible stockholders by 
that date and will determine whether such proposals will be included in its 1998
proxy solicitation materials. Generally, a stockholder is eligible to present   
proposals if he or she has been for at least one year the record of beneficial  
owner of at least one percent or $1,000 in market value of securities entitled  
to be voted at the 1998 Annual Meeting of Stockholders and he or she continues  
to own such securities through the date on which the meeting is held.           

 OTHER MATTERS

    Management of the Company does not intend to bring any other matters
before the meeting and knows of no other matters which are likely to come before
the meeting. In the event any other matters                                     

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property come before the meeting, the persons named in the accompanying Proxy   
will vote the shares represented by such Proxy in accordance with their best    
judgment on such matters.                                                       

YOU ARE URGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING RETURN ENVELOPE AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU   
PRESENTLY PLAN TO ATTEND THE MEETING IN PERSON.                                 

                                   By Order of the Board of Directors,

               Freeman A. Lyle
                        Executive Vice President
                       Chief Financial Officer
             and Secretary

Santa Monica, California                                                        
April ___, 1998                                                                 

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                                                                         ANNEX A

AMENDMENT TO THE
 KENNEDY-WILSON, INC. 1992 INCENTIVE
AND NONSTATUTORY STOCK OPTION PLAN

WHEREAS, Kennedy-Wilson, Inc. (the "Company") has adopted the   
Kennedy-Wilson, Inc. 1992 Incentive and Nonstatutory Stock Option Plan (the     
"Plan"); and                                                                    

     WHEREAS, Section 17 of the Plan permits the Board of Directors of the
Company to amend the Plan, subject to certain limitations; and                  

       WHEREAS, the Board of Directors of the Company now desires to amend the
Plan to increase the number of shares of Common Stock under the Plan (the       
"Amendment");                                                                   

NOW, THEREFORE, the Plan is hereby amended as follows:          

        1. Subsection (a) of Section 4 of the Plan is hereby amended by deleting
the number "140,000" wherever it appears and by inserting the number "200,000"  
in its stead.                                                                   

        2. The provisions of this Amendment shall be effective as of the date of
execution hereof; provided, however, that if this Amendment is not approved by  
the stockholders of the Company in accordance with applicable Federal and state 
law (and the rules and regulations thereunder), this amendment and any options  
granted pursuant to the provisions hereof shall be void and of no force or      
effect.                                                                         

  3. Except to the extent set forth above, the Plan is not otherwise
modified and shall remain in full force and effect.                             

    IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Amendment to be authorized and adopted by the Company on the 19th day of   
August, 1997.                                                                   

                    KENNEDY-WILSON, INC.

Note:   On October 27, 1997, the Company paid a 20% stock dividend. Pursuant to 
       the antidilution provisions of the Plan, the number of shares of Common
Stock reserved for issuance under the Plan increased to 240,000.

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KENNEDY-WILSON, INC.

1992

INCENTIVE 

AND 

NONSTATUTORY STOCK OPTION PLAN

PRER14A 23rd Page of 43 TOC 1st Previous Next ↓Bottom Just 23rd
KENNEDY-WILSON, INC.  

1992

INCENTIVE 

AND 

NONSTATUTORY STOCK OPTION PLAN

1.     NAME, EFFECTIVE DATE AND PURPOSE.                      

             (a)    This Plan document is intended to implement and govern
two separate stock option plans of KENNEDY-WILSON, INC., a Delaware corporation 
(the "Company"): the Incentive Stock Option Plan ("Plan A") and the Nonstatutory
Stock Option Plan ("Plan B"). Plan A provides for the granting of options that  
are intended to qualify as incentive stock options ("Incentive Stock Options")  
within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as   
amended (the "Code"). Plan B provides for the granting of options that are not  
intended to so qualify. Unless specified otherwise, all the provisions of this  
Plan relate equally to both Plan A and Plan B and are condensed for convenience 
into one Plan document.                                                         

             (b)    Plan A and Plan B are each established effective as of
May 11, 1992. The purpose of Plan A and Plan B (sometimes together referred to  
as the "Plan" or this "Plan") is to promote the growth and general prosperity of
the Company and its Affiliated Companies. This Plan will permit the Company to  
grant options ("Options") to purchase shares of its common stock ("Common       
Stock"). The granting of Options will help the Company attract and retain the   
best available persons for positions of substantial responsibility and will     
provide certain key employees with an additional incentive to contribute to the 
success of the Company and its Affiliated Companies. For purposes of this Plan, 
the term "Affiliated Companies" shall mean any component member of a controlled 
group of corporations, as defined under Code Section 1563, in which the Company 
is also a component member.                                                     

2.     ADMINISTRATION.                                        

           (a)    The Plan shall be administered by a Committee of the
Board of Directors of the Company (the                                          

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"Committee") appointed by the Board of Directors of the Company (the "Board").  

       (b)     The Committee shall have sole authority, in its
absolute discretion, to determine which of the eligible persons of the Company  
and its Affiliated Companies shall receive Options ("Optionees"), and, subject  
to the express provisions and restrictions of this Plan, shall have sole        
authority, in its absolute discretion, to determine the time when Options shall 
be granted, the terms and conditions of an Option other than those terms and    
conditions fixed under this Plan, the number of shares which may be issued upon 
exercise of an Option and the means of payment for such shares, and shall have  
authority to do everything necessary or appropriate to administer the Plan. All 
decisions, determinations and interpretations of the Committee shall be final   
and binding on all Optionees.                                                   

             (c)     The Committee appointed by the Board shall consist of
not less than two (2) members of the Board, all of whom shall be directors who  
are not employees of the Company ("Outside Directors") and each of whom shall be
a "disinterested person" (as such term is defined in Rule 16b-3 promulgated     
under the Securities Exchange Act of 1934, as amended, as such rule may be      
amended from time to time). The Board may from time to time remove members from,
or add members to, the Committee (provided such members added are Outside       
Directors), and vacancies on the Committee shall be filled by the Board. Any    
Outside Director may be eligible to become a member of the Committee provided   
such person has not received a discretionary grant or award under any Company   
stock plan during the twelve-month period preceding the transaction that        
constituted such person's initial action as a member of the Committee.          

(d)     Definitions:                            
                     (i) Restricted Shareholder: An individual who, at the
time an Option is granted under either Plan A or Plan B, owns stock possessing  
more than 10% of the total combined voting power of all classes of stock of the 
employer corporation or of its Parent Corporation or Subsidiary Corporation,    
with stock ownership to be determined in light of the attribution rules set     
forth in Section 424(d) of the Code.                                            

                    (ii) Parent Corporation: A corporation as defined in
Section 424(e) of the Code.                                                     

                      (iii) Subsidiary Corporation: A corporation as defined
in Section 424(f) of the Code.                                                  

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              (iv) Officer: The president, secretary, chief financial officer,
      any managing director, any vice president in charge of a principal
         business function (such as sales, administration, or finance) and any
     other person who performs similar policy-making functions for the
Company.                                                    

3.   ELIGIBILITY.                                           

              (a)  Plan A:  The Committee may, in its discretion, grant one or
more Options under Plan A to any key management employee of the Company or its  
Affiliated Companies, including any employee who is a director of the Company or
of any of its Affiliated Companies presently existing or hereinafter organized  
or acquired. Such Options may be granted to one or more such employees without  
being granted to other eligible employees, as the Committee may deem fit.       

              (b)  Plan B:  The Committee may, in its discretion, grant one or
more Options under Plan B to any key management employee, any employee who is a 
director of the Company or its Affiliated Companies presently existing or       
hereinafter organized or acquired or any person who performs consulting or other
services for the Company or its Affiliated Companies and who is designated by   
the Board as eligible to participate in Plan B. Such Options may be granted to  
one or more such persons without being granted to other eligible persons, as the
Board may deem fit.                                                             

        (c)  Notwithstanding anything to the contrary herein said,
Outside Directors shall not be eligible to receive a grant of Options under this
Plan.                                                                           

4.   STOCK TO BE OPTIONED.                                  

               (a)  The maximum aggregate number of shares which may be optioned
and sold under Plan A and Plan B is 750,000 shares of authorized Common Stock of
the Company.  The foregoing constitutes an absolute cumulative limitation on the
total number of shares that may be optioned under both Plan A and B. Therefore, 
at any particular date the maximum aggregate number of shares which may be      
optioned under Plan A is equal to 750,000 minus the number of shares previously 
optioned under both Plan A and Plan B and the maximum aggregate number of shares
which may be optioned under Plan B is equal to 750,000 minus the number of      
shares which have been previously optioned under both Plan A and Plan B. All    
shares to be optioned and sold under either Plan A or Plan B may be either      
authorized but unissued shares or shares held in the treasury.                  

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          (b)  Shares of Common Stock that: (i) are repurchased by the
Company after issuance hereunder pursuant to the exercise of an Option, or (ii) 
are not purchased by the Optionee prior to the expiration or termination of the 
applicable Option, shall again become available to be covered by Options to be  
issued hereunder and shall not, as of the effective date of such repurchase or  
expiration, be counted as covered by an outstanding Option for purposes of the  
above-described maximum number of shares which may be optioned hereunder.       

5.   OPTION PRICE.                                          

         The Option Price for shares of Common Stock to be issued under either
Plan A or Plan B shall be 100% of the fair market value of such shares on the   
date on which the Option covering such shares is granted by the Committee,      
except that if on the date on which such Option is granted the Optionee is a    
Restricted Shareholder, then such Option Price for Options granted under Plan A 
shall be 110% of the fair market value of the shares of Common Stock subject to 
the Option on the date such Option is granted by the Committee. The fair market 
value of shares of Common Stock for all purposes of this Plan is to be          
determined by the Committee, in its sole discretion, exercised in good faith.   

6.   TERM OF PLAN.                                          

            Plan A and Plan B shall become effective on May 11, 1992; both
Plan A and Plan B shall continue in effect until May 11, 2002, unless           
terminated earlier by action of the Board. No Option may be granted hereunder   
after May 11, 2002.                                                             

7.   EXERCISE OF OPTION.                                    

             Subject to the actions, conditions and limitations set forth in
this Plan document and any applicable Stock Option Agreement entered into       
hereunder, Options granted under this Plan shall be exercisable in accordance   
with the following rules:                                                       

             (a) No Shares of Common Stock acquired by the Optionee pursuant
to an exercise of an Option granted under the Plan may be disposed of in whole  
or in part until six (6) months after the date on which the Option is granted   
by the Committee (hereinafter the "Option Grant Date").                         

       (b) Subject to the specific provisions of this Section 7,
Options shall become exercisable at such times and in such installments (which  
may be cumulative) as the Committee shall provide in the terms of each          

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individual Option; provided, however, that by a resolution adopted after an     
Option is granted the Committee, may, on such terms and conditions as it may    
determine to be appropriate and subject to the specific provisions of this      
Section 7, accelerate the time at which such Option or installment thereof may  
be exercised. For purposes of this Plan, any accrued installment of an Option   
granted hereunder shall be referred to as an "Accrued Installment."             

          (c)  Subject to the specific restrictions contained in this Section 7,
an Option may be exercised when Accrued Installments accrue, as provided in the 
terms under which such Option was granted, for a period of up to five (5) years 
from the Option Grant Date with respect to Options granted under Plan A and for 
a period of up to ten (10) years from the Option Grant Date with respect to     
Options granted under Plan B. In no event shall any Option be exercised on or   
after the expiration of said maximum applicable period, regardless of the       
circumstances then existing (including but not limited to the death or          
termination of employment of the Optionee).                                     

       (d)  The Committee shall fix the expiration date of the Option (the
"Option Expiration Date") at the time the Option grant is authorized.           

8.   RULES APPLICABLE TO CERTAIN DISPOSITIONS.                        

      (a)  Notwithstanding the foregoing provisions of Section 7, in the
event the Company or the shareholders of the Company enter into an agreement to 
dispose of all or substantially all of the assets or capital stock of the       
Company by means of a sale, merger, consolidation, reorganization, liquidation, 
or otherwise, an Option shall become immediately exercisable with respect to the
full number of shares subject to that Option during the period commencing as of 
the later of (x) date of execution of such agreement or (y) six (6) months after
the Option Grant Date, and ending as of the earlier of:                         

(i)  the Option Expiration Date; or               

               (ii) the date on which the disposition of assets or capital stock
                  contemplated by the agreement is consummated. The exercise
                   of any Option that was made exercisable solely by reason of
          this Subsection 8(a) shall be conditioned upon the
                    consummation of the disposition of assets or stock under the
above referenced agreement. Upon the    

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    consummation of any such disposition of assets or stock, this Plan and any
   unexercised Options issued hereunder (or any unexercised portion thereof)
shall terminate and cease to be effective.                            

  (b)  Notwithstanding the foregoing, in the event that any such
agreement shall be terminated without consummating the disposition of said      
stock or assets:                                                                

         (i)  any unexercised nonvested installments that had become
                    exercisable solely by reason of the provisions of Subsection
                 8(a) shall again become nonvested and unexercisable as of
said termination of such agreement, and 

         (ii) the exercise of any option that had become exercisable
                solely by reason of this Subsection 8(a) shall be deemed
            ineffective and such installments shall again become
                  nonvested and unexercisable as of said termination of such
agreement.                              

         (c)  Notwithstanding the provisions set forth in Subsection 8(a), the
Committee may, at its election and subject to the approval of the corporation   
purchasing or acquiring the stock or assets of the Company (the "Surviving      
Corporation") arrange for the Optionee to receive upon surrender of Optionee's  
Option a new option covering shares of the Surviving Corporation in the same    
proportion, at an equivalent option price and subject to the same terms and     
conditions as the old Option. For purposes of the preceding sentence, the excess
of the aggregate fair market value of the shares subject to such new option     
immediately after consummation of such disposition of stock or assets over the  
aggregate option price of such shares of the Surviving Corporation shall be no  
more than the excess of the aggregate fair market value of all shares subject to
the old Option immediately before consummation of such disposition of stock or  
assets over the aggregate Option Price of such shares of the Company, and the   
new option shall not give the Optionee additional benefits which such Optionee  
did not have under the old Option or deprive the Optionee of benefits which the 
Optionee had under the old Option. If such substitution of options is           
effectuated, the Optionee's rights under the old Option shall thereupon         
terminate.                                                                      

9.   MERGERS AND ACQUISITIONS.                                        

        If the Company at any time should succeed to the business of another
corporation through a merger or consolidation, or through the acquisition of    
stock or                                                                        

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assets of such corporation, Options may be granted under the Plan to option     
holders of such corporation or its subsidiaries, in substitution for options or 
rights to purchase stock of such corporation held by them at the time of        
succession. The Committee shall have sole and absolute discretion to determine  
the extent to which such substitute Options shall be granted (if at all), the   
person or persons within the eligible group to receive such substitute Options  
(who need not be all option holders of such corporation), the number of Options 
to be received by each such person, the Option Price of such Option, and the    
terms and conditions of such substitute Options; provided, however, that the    
terms and conditions of the substitute Options shall comply with the provisions 
of Section 424 of the Code, such that the excess of the aggregate fair market   
value of the shares subject to such substitute Option immediately after the     
substitution or assumption over the aggregate option price of such shares is not
more than the excess of the aggregate fair market value of all shares subject to
the substitute Option immediately before such substitution or assumption over   
the aggregate option price of such shares, and the substitute Option or the     
assumption of the old option does not give the holder thereof additional        
benefits which he did not have under such old option.                           

10.  TERMINATION OF EMPLOYMENT.                                       

     (a)  In the event that the Optionee's employment, directorship or
consulting or other arrangement with the Company (or Affiliated Company) is     
terminated for any reason other than death or disability, any unexercised       
Accrued Installments of the Option granted hereunder to such terminated Optionee
shall expire and become unexercisable as of the earlier of:                     

(i)  the applicable Option Expiration Date; or    

(ii) a date 90 days after such termination occurs.

     (b)  In the event that the Optionee's employment, directorship or
consulting or other arrangement with the Company is terminated due to the death 
or disability of the Optionee, any unexercised Accrued Installments of the      
Option granted hereunder to such Optionee shall expire and become unexercisable 
as of the earlier of:                                                           

(i)  the applicable Option Expiration Date; or    

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         (ii) the first anniversary of the date of the death of such
         Optionee (if applicable). Any such Accrued Installments of a deceased
        Optionee may be exercised prior to their expiration by (and only by)
        the person or persons to whom the Optionee's Option right shall pass
      by will or by the laws of descent and distribution, if applicable,
         subject, however, to all of the terms and conditions of this Plan and
   the applicable Stock Option Agreement governing the exercise of
Options granted hereunder.                                  

     (c)  For purposes of this Section 10, an Optionee shall be deemed
employed by the Company (or Affiliated Company) during any period of leave of   
absence from active employment as authorized by the Company (or Affiliated      
Company).                                                                       

11.  EXERCISE OF OPTIONS.                                             

        (a)  An Option shall be deemed exercised when written notice of such
exercise has been given to the Company at its principal business office by the  
person entitled to exercise the Option and full payment in cash or by certified 
bank check (or with shares of Common Stock pursuant to Section 14) for the      
shares with respect to which the Option is exercised has been received by the   
Company.                                                                        

         (b)  An Option may be exercised in accordance with this Section 11 as
to all or any portion of the shares covered by any Accrued Installment of the   
Option from time to time during the applicable Option period, but shall not be  
exercisable with respect to fractions of a share.                               

         (c)  As soon as practicable after any proper exercise of an Option in
accordance with the provisions of this Plan, the Company shall, without charging
transfer or issue tax to the Optionee, deliver to the Optionee at the main      
office of the Company, or such other place as shall be mutually acceptable, a   
certificate or certificates representing the shares of Common Stock as to which 
the Option has been exercised. The time of issuance and delivery of the Common  
Stock may be postponed by the Company for such period as may be required for it 
with reasonable diligence to comply with any applicable listing requirements of 
any national or regional securities exchange and any law or regulation          
applicable to the issuance and delivery of such shares.                         

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 12.  AUTHORIZATION TO ISSUE OPTIONS AND SHAREHOLDER APPROVAL.

             Unless in the judgment of counsel to the Company such permit is
not necessary with respect to particular grants, Options granted under the Plan 
shall be conditioned upon the Company obtaining any required permit from the    
California Department of Corporations or any other appropriate governmental     
agencies, free of any conditions not acceptable to the Committee, provided,     
however, such condition shall lapse as of the effective date of issuance of     
such permit(s) in a form to which the Company does not object within sixty (60) 
days. The grant of Options under the Plan also is conditioned on approval of    
the Plan by the vote or consent of the holders of a majority of the outstanding 
shares of the Company's Common Stock and no Option granted hereunder shall be   
effective or exercisable unless and until the Plan has been so approved.        

13.  LIMIT ON VALUE OF OPTIONED SHARES.                     

          The aggregate fair market value (determined as of the Option
Grant Date) of the shares of Common stock to which Options granted under Plan A 
are exercisable for the first time by any employee of the Company during any    
calendar year under all incentive stock option plans of the Company and its     
Affiliated Companies shall not exceed $100,000. The limitation imposed by this  
Section 13 shall not apply with respect to Options granted under Plan B.        

14.  PAYMENT OF EXERCISE PRICE WITH COMPANY STOCK.          

              The Committee may provide that, upon exercise of the Option, the
Optionee may elect to pay for all or some of the shares of Common Stock         
underlying the Option with shares of Common Stock of the Company previously     
acquired and owned at the time of exercise by the Optionee, subject to all      
restrictions and limitations of applicable laws, rules and regulations,         
including Section 424(c)(3) of the Code, and provided that the Optionee will    
make representations and warranties satisfactory to the Company regarding his   
title to the shares used to effect the purchase, including without limitation   
representations and warranties that the Optionee has good and marketable title  
to such shares free and clear of any and all liens, encumbrances, charges,      
equities, claims, security interests, options or restrictions and has full      
power to deliver such shares without obtaining the consent or approval of any   
person or governmental authority other than those which have already            

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given consent or approval in a form satisfactory to the Company. The equivalent 
dollar value of the shares used to effect the purchase shall be the fair market 
value of the shares on the date of the purchase as determined by the Committee  
in its sole discretion, exercised in good faith.                                

The terms and conditions of Options granted under the Plan shall be 
evidenced by a Stock Option Agreement (hereinafter referred to as the           
"Agreement") executed by the Company and the person to whom the Option is       
granted. Each agreement shall contain the following provisions:                 

         (a)   A provision fixing the number of shares which may be issued
upon exercise of the Option;                                                    

           (b)   A provision establishing the Option exercise price per share;

        (c)   A provision establishing the times and the installments in
which Options may be exercised;                                                 

       (d)   A provision incorporating therein this Plan by reference;

     (e)   A provision clarifying which Options are intended to be
incentive stock options under Plan A and which are intended to be nonstatutory  
stock options under Plan B;                                                     

          (f)   A provision fixing the maximum duration of the Option as not
more than five (5) years from the Option Grant Date for Options granted under   
Plan A and not more than ten (10) years from the Option Grant Date for Options  
granted under Plan B;                                                           

           (g)   Such representations and warranties by the Optionee as may be
required by Section 24 of this Plan or as may be required by the Committee in   
its discretion;                                                                 

           (h)   Any other restriction (in addition to those established under
this Plan) as may be established by the Committee with respect to the exercise  
of the Option, the transfer of the Option, or the transfer of the shares        
purchased by exercise of the Option, provided that such restrictions are not in 
conflict with this Plan; and                                                    

        (i)   Such other terms and conditions not inconsistent with this
Plan as may be established by the Committee.                                    

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15.   TAXES, FEES AND EXPENSES.                                     

        The Company shall pay all original issue and transfer taxes (but
not income taxes, if any) with respect to the grant of Options and the issue    
and transfer of shares pursuant to the exercise of such Options  and all other  
fees and expenses necessarily incurred by the Company in connection therewith,  
and will from time to time use its best efforts to comply with all laws and     
regulations which, in the opinion of counsel for the Company, shall be          
applicable thereto.                                                             

16.   WITHHOLDING OF TAXES.                                         

       The grant of Options hereunder and the issuance of Common Stock
pursuant to the exercise of such Options is conditioned upon the Company's      
reservation of the right to withhold, in accordance with any applicable law,    
from any compensation payable to the Optionee any taxes required to be withheld 
by Federal, state or local law as a result of the grant or exercise of any such 
Option.                                                                         

17.   AMENDMENT OR TERMINATION OF THE PLAN.                         

     (a)   The Board may amend this Plan from time to time in such
respects as the Board may deem advisable; provided, however, that no such       
amendment shall operate to (i) affect adversely an Optionee's rights under this 
Plan with respect to any Option granted hereunder prior to the adoption of such 
amendment, except as may be necessary, in the judgment of counsel to the        
Company, to comply with any applicable law, (ii) increase the maximum aggregate 
number of shares which may be optioned and sold under the Plan, (iii) change    
the manner of determining the option exercise price, (iv) change the classes of 
persons eligible to receive Options under the Plan, or (v) extend the maximum   
duration of the Option or the Plan.                                             

     (b)   The Board may at any time terminate this Plan. Any such
termination of the Plan shall not, without the written consent of the Optionee, 
alter the terms of Options already granted and such Options shall remain in     
full force and effect as if this Plan had not been terminated.                  

18.   OPTIONS NOT TRANSFERABLE.                                     

 Options granted under this Plan may not be sold, pledged,
hypothecated, assigned, encumbered, gifted or otherwise transferred or          
alienated in any manner, either voluntarily or involuntarily by operation of    
law,                                                                            

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otherwise than by will or the laws of descent of distribution, and may be       
exercised during the lifetime of an Optionee only by such Optionee.             

19.  NO RESTRICTIONS ON TRANSFER OF STOCK.                  

       Common Stock issued pursuant to the exercise of an Option
granted under this Plan (hereinafter "Optioned Stock"), or any interest in such 
Optioned Stock, may be sold, assigned, gifted, pledged, hypothecated,           
encumbered or otherwise transferred or alienated in any manner by the holder(s) 
thereof, subject, however, to any representations or warranties requested under 
Section 24 of this Plan and also subject to compliance with any applicable      
Federal, state or other local law, regulation or rule governing the sale or     
transfer of stock or securities and subject further to the six-month holding    
period set forth above in section 7(a).                                         

20.  RESERVATION OF SHARES OF COMMON STOCK.                 

          The Company, during the term of this Plan, will at all times
reserve and keep available such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Plan.                             

21.  RESTRICTIONS ON ISSUANCE OF SHARES.                    

          The Company, during the term of this Plan, will use its best
efforts to seek to obtain from the appropriate regulatory agencies any          
requisite authorization in order to grant Options or issue and sell such number 
of shares of its Common Stock as shall be sufficient to satisfy the             
requirements of the Plan. The inability of the Company to obtain from any such  
regulatory agency having jurisdiction thereof the authorization deemed by the   
Company's counsel to be necessary to the lawful grant of Options or the         
issuance and sale of any shares of its stock hereunder or that inability of the 
Company to confirm to its satisfaction that any grant of Options or issuance    
and sale of any shares of such stock will meet applicable legal requirements    
shall relieve the Company of any liability in respect of the nonissuance or     
sale of such stock as to which such authorization or confirmation have not been 
obtained.                                                                       

22.  NOTICES.                                               

              Any notice to be given to the Company pursuant to the provisions
of this Plan shall be addressed to the Company in care of its Chief Financial   
Officer at                                                                      

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its principal office, and any notice to be given to a person to whom an Option  
is granted hereunder shall be addressed to him at the address given beneath his 
signature on his or her Stock Option Agreement, or at such other address as     
such person or his or her transferee (upon the transfer of Optioned Stock) may  
hereafter designate in writing to the Company. Any such notice shall be deemed  
duly given when enclosed in a properly sealed envelope or wrapper addressed as  
aforesaid, registered or certified, and deposited, postage and registry or      
certification fee prepaid, in a post office or branch post office regularly     
maintained by the United States Postal Service. It shall be the obligation of   
each Optionee and each transferee holding Optioned Stock to provide the Chief   
Financial Officer of the Company, by letter mailed as provided hereinabove,     
with written notice of his correct mailing address.                             

23.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.            

          If the outstanding shares of Common Stock of the Company are
increased, decreased, changed into or exchanged for a different number or kind  
of shares of the Company through reorganization, recapitalization,              
reclassification, stock dividend, stock split or reverse stock split, then upon 
proper authorization of the Committee an appropriate and proportionate          
adjustment shall be made in the number of kind of shares which may be issued    
upon exercise of Options granted under the Plan; provided, however, that no     
such adjustment need be made if, upon the advice of counsel, the Committee      
determines that such adjustment may result in the receipt of federally taxable  
income to holders of Options granted hereunder or the holders of Common Stock   
or other classes of the Company's securities.                                   

24.  REPRESENTATIONS AND WARRANTIES.                        

        As a condition to the grant of any Option hereunder or the
exercise of any portion of an Option, the Company may require the person to be  
granted or exercising such Option to make any representation and warranty to    
the Company as may, in the judgment of counsel to the Company, be required      
under any applicable law or regulation, including but not limited to a          
representation and warranty that the Option and shares issuable or issued upon  
exercise of such Option are being acquired only for investment and without any  
present intention to sell or distribute such Option or shares, as the case may  
be, if, in the opinion of counsel for he Company, such representation is        
required under the Securities Act of                                            

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1933, as amended (the "Act"), or any other applicable law, regulation or rule   
of any governmental agency.                                                     

25.  NO ENLARGEMENT OF EMPLOYEE RIGHTS.                     

           This Plan is purely voluntary on the part of the Company, and
while the Company hopes to continue it indefinitely, the continuance of the     
Plan shall not be deemed to constitute a contract between the Company and any   
employee, or to be consideration for or a condition of the employment of any    
employee. Nothing contained in the Plan shall be deemed to give any employee    
the right to be retained in the employ of the Company or its Affiliated         
Companies, or to interfere with the right of the Company or an Affiliated       
Company to discharge or retire any employee thereof at any time. No employee    
shall have any right to or interest in Options authorized hereunder prior to the
grant of such an Option to such employee, and upon such grant he shall have     
only such rights and interests as are expressly provided herein, subject,       
however, to all applicable provisions of the Company's Articles of              
Incorporation, as the same may be amended from time to time.                    

26.  INFORMATION TO OPTION HOLDERS.                         

       During the period any options granted to employees of the
Company remain outstanding, such employee-option holders shall be entitled to   
receive, on an annual or other periodic basis, financial and other information  
regarding the Company. The Committee shall exercise its discretion with regard  
to the nature and extent of the financial information so provided, giving due   
regard to the size and circumstances of the Company and, if the Company         
provides annual reports to its shareholders, the Company's practice in          
connection with such annual reports. Notwithstanding the above, if the issuance 
of options under either Plan A or Plan B is limited to key employees whose      
duties in connection with the Company assure their access to equivalent         
information, this Section 26 shall not apply to such employees and plan.        

27.  LEGENDS OF STOCK CERTIFICATES.                         

          Each certificate representing Common Stock issued under this
Plan shall bear whatever legends are required by Federal or state law or by any 
governmental agency. In particular, unless an appropriate registration          
statement is filed pursuant to the Act with respect to the shares of Common     
Stock issuable under this Plan, each certificate representing such Common Stock 
shall be                                                                        

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endorsed on its face with the following legend or its equivalent:               

        "Neither the Option pursuant to which the shares represented by this
certificate are issued nor said shares have been registered under the 
   Securities Act of 1933, as amended (the "Act").  Transfer or sale of such
   securities or any interest therein is unlawful except after registration,
or pursuant to an exemption from the registration requirements, as    
provided in the Act and the regulations thereunder."                  

  A copy of this Plan shall be delivered to the Chief Financial Officer of
the Company and shall be shown by him to each eligible person making reasonable 
inquiry concerning it.  A copy of this Plan also shall be delivered to each     
Optionee at the time his or her Options are granted.                            

28.  SPECIFIC PERFORMANCE.                                            

    The Options granted under this Plan and the Optioned Stock issued pursuant
to the exercise of such Options cannot be readily purchased or sold in the open 
market, and, for that reason among others, the Company and its shareholders     
will be irreparably damaged in the event that this Plan is not specifically     
enforced.  In the event of any controversy concerning the right or obligation   
to purchase or sell any such Option or Optioned Stock, such right or obligation 
shall be enforceable in a court of equity by a decree of a specific             
performance.  Such remedy shall, however, be cumulative and not exclusive, and  
shall be an addition to any other remedy which parties may have.                

29.  INVALID PROVISION AND COMPLIANCE WITH 16b-3.                     

In the event that any provision of this Plan is found to be invalid or
otherwise unenforceable under any applicable law, such invalidity or            
unenforecability shall not be construed as rendering any other provisions       
contained herein invalid or unenforceable, and all such other provisions shall  
be given full force and effect to the same extent as though                     

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the invalid or unenforceable provision was not contained herein.                

   With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), transactions under this Plan 
are intended to comply with all applicable conditions of Rule 16b-3 or its      
successors under the 1934 Act. To the extent any provision of the Plan or action
by the Committee fails to so comply, it shall be deemed null and void, to the   
extent permitted by law and deemed advisable by the Committee.                  

30.  APPLICABLE LAW.                                                  

       This Plan shall be governed by and construed in accordance with the
laws of the State of California.                                                

31.  SUCCESSORS AND ASSIGNS.                                          

         This Plan shall be binding on and inure to the benefit of the Company
and the employees to whom an Option is granted hereunder, and such employees'   
heirs, executors, administrators, legatees, personal representatives, assignees 
and transferees.                                                                

         IN WITNESS WHEREOF, pursuant to the due authorization and adoption of
this Plan by the Board on May 11, 1992, the Company has caused this Plan to be  
duly executed by its duly authorized officers.                                  

                                 KENNEDY-WILSON, INC., a
                              Delaware Corporation

                                     BY: /s/ WILLIAM J. MCMORROW
                                         -----------------------
                                      William J. McMorrow,
                                         Chief Executive Officer

                                      BY: /s/ WILLIAM R. STEVENSON
                                          ------------------------
                                       William R. Stevenson,
                           President

17

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                                                                         ANNEX A

AMENDMENT NO. 1 
TO THE
KENNEDY-WILSON 1992 INCENTIVE 
AND NONSTATUTORY STOCK OPTION PLAN

WHEREAS, Kennedy-Wilson, Inc. (the "Company") has adopted the         
Kennedy-Wilson, Inc. 1992 Incentive and Nonstatutory Stock Option Plan (the     
"Plan"); and                                                                    

WHEREAS, Section 17 of the Plan permits the Board of Directors of the 
Company to amend the Plan, subject to certain limitations; and                  

 WHEREAS, the Board of Directors of the Company now desires to amend the
Plan in certain respects;                                                       

NOW, THEREFORE, the Plan is hereby amended as follows:                

FIRST: Subsection (a) of Section 4 of the Plan is hereby amended by   
deleting the number "750,000" wherever it appears and by inserting the number   
"1,400,000" in its stead.                                                       

   SECOND: Subsection (b) of Section 4 of the Plan is hereby deleted, in its
entirety, and replaced with the following:                                      

       "(b)  Shares of Common Stock that are not purchased by the Optionee
     prior to the expiration or termination of the applicable Option shall again
    become available to be covered by Options to be issued hereunder and shall
     not, as of the effective date of such expiration or termination, be counted
 as covered by an outstanding Option for purposes of the above-described
maximum number of shares which may be optioned hereunder.             

          (c)  During any calendar year, no executive officer of the Company may
    receive options in excess of the number then remaining available for grant
under the Plan."                                                      

THIRD: Clause (a) of Section 7 of the Plan is hereby amended, in its  
entirety, to read as follows:                                                   

          "(a) No Shares of Common Stock acquired by the Optionee pursuant to an
     exercise of an Option granted under the Plan may be disposed of in whole or
   in part until six (6) months after the later of (i) the date on which the
   Option is granted by the Committee (hereinafter the "Option Grant Date"),
   (ii) with respect to persons subject to Section 16 of the Act (as defined
    in Section 29 hereof), the date of shareholder approval of an amendment to
the Plan if such amendment is subject to shareholder approval and the 
Option is granted subject to such shareholder approval, or (iii) with 
respect to persons subject to Section 16 of said Act, the date of any 
amendment of an Option which is deemed to be the grant of a new option
under Rule 16b-3 of said Act, to the extent that such Option was not  
theretofore exercised."                                               

    FOURTH: Subsection (a) of Section 17 of the Plan is hereby amended, in its
entirety, to read as follows:                                                   

         "(a) The Board may amend this Plan from time to time in such respects
    as the Board may deem advisable; provided, however, that no such amendment
     shall operate to affect adversely an Optionee's rights under this Plan with
respect to any Option granted hereunder prior to the adoption of such 
 amendment, except with the written consent of the Optionee or as may be
  necessary, in the judgment of counsel to the Company, to comply with any
  applicable law. Notwithstanding the preceding, any amendment which would
     (i) operate to increase the maximum aggregate number of shares which may be
    optioned and sold under the Plan or change the classes of persons eligible
 to receive Options under the Plan, or (ii) require shareholder approval
under any applicable law, rule or regulation, shall be subject to     
shareholder approval in accordance with applicable laws, rules or     
regulations."                                                         

   FIFTH: The provisions of this Amendment shall be effective as of the date
of execution hereof; provided, however, that if this Amendment is not approved  
by the shareholders of the Company in                                           

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accordance with applicable Federal and state law (and the rules and regulations 
thereunder), this Amendment and any options granted pursuant to the provisions  
hereof shall be void and of no force or effect.                                 

   SIXTH:  Except to the extent hereinafter set forth, the Plan shall remain
in full force and effect.                                                       

   IN WITNESS WHEREOF, the Board of Directors of the Company has caused this
Amendment to be executed by a duly authorized officer of the Company on the 2nd 
day of August, 1998.                                                            

                    KENNEDY-WILSON, INC.

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                                                                         ANNEX B

FORM OF AMENDMENT TO
CERTIFICATE OF INCORPORATION

Section 1 of Article V of the Certificate of Incorporation of Kennedy-Wilson,   
Inc. presently reads as follows:                                                

SECTION 1. Number of Authorized Shares. The Corporation shall be
    authorized to issue two classes of shares of stock to be designated,
       respectively, "Common Stock" and "Preferred Stock"; the total number of
shares of all classes of stock that the Corporation shall have  
       authority to issue is Six Million (6,000,000) shares consisting of Five
     Million (5,000,000) shares of Common Stock, par value $.01 per share,
     and One Million (1,000,000) shares of Preferred Stock, par value $.01
per share.                                                      

       Following approval of the proposed amendment to increase the authorized
Common Stock, $0.01 par value, Section 1 of Article V of the Certificate of     
Incorporation will be amended to read as follows:                               

SECTION 1. Number of Authorized Shares. The Corporation shall be
    authorized to issue two classes of shares of stock to be designated,
       respectively, "Common Stock" and "Preferred Stock;" the total number of
shares of all classes of stock that the Corporation shall have  
      authority to issue is Twelve Million (12,000,000) shares consisting of
   Ten Million (10,000,000) shares of Common Stock, par value $.01 per
       share, and Two Million (2,000,000) shares of Preferred Stock, par value
$.01 per share.                                                 

21

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PROXY                                                                           

KENNEDY-WILSON, INC.
530 Wilshire Boulevard, Suite 101 
Santa Monica, California 90401

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
KENNEDY-WILSON, INC.

        The undersigned hereby appoints William J. McMorrow and Freeman A. Lyle,
and each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote as designated below, all
the shares of Common Stock of Kennedy-Wilson, Inc. held of record by the        
undersigned on March 31, 1998 at the Annual Meeting of Stockholders to be held  
on April 29, 1998 at the Miramar Sheraton Hotel, 101 Wilshire Boulevard, Santa  
Monica, California, and any postponements or adjournments thereof.              

PLEASE DATE, SIGN ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING
ENVELOPE.  THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS         
INDICATED.  HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THE PROXIES WILL VOTE THE    
SHARES IN FAVOR OF THE NOMINEES FOR DIRECTOR, FOR PROPOSALS TWO AND THREE AND IN
THEIR DISCRETION ON MATTERS DESCRIBED IN ITEM 4.                                

(continued on reverse side) 

FOLD AND DETACH HERE

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                                                        [Enlarge/Download Table]
                                                                                                                                    
                                                                                                            Please mark             
                                                                                                            your votes as           
                                                                                                            indicated in    / X /   
                                                                                                            this example.           

                                              FOR                                                                                   
                                         ALL NOMINEES       WITHHOLD                                                                
                                         LISTED BELOW       AUTHORITY                                                               
                                          (EXCEPT AS       TO VOTE FOR                                                              
                                         MARKED TO THE     ALL NOMINEES                                                             
                                        CONTRARY BELOW).   LISTED BELOW.                                                            

1. ELECTION OF DIRECTORS                                                       4. In their discretion, the Proxies are authorized   
   INSTRUCTION: TO WITHHOLD AUTHORITY                                              to vote upon such other business as may properly 
   TO VOTE FOR ANY INDIVIDUAL NOMINEE,          /  /              /  /             come before such meeting and any and all post-   
   STRIKE A LINE THROUGH THE NOMINEE'S                                             ponements or adjournments thereof.               
   NAME IN THE LIST BELOW.                                                                                                  YES   NO
                                                                                 Do you plan to attend the meeting?      / /   / /  
Nominees:  William J. McMorrow   Donald B. Prell                                                                                    
                                                                               PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD   
2. APPROVAL OF THE PROPOSAL TO AMEND THE KENNEDY-                              PROMPTLY USING THE ENCLOSED ENVELOPE.                
   WILSON, INC. 1992 INCENTIVE AND NONSTATUTORY                                                                                     
   STOCK OPTION PLAN TO INCREASE THE NUMBER OF                                ____    THIS PROXY when properly executed will be     
   SHARES AVAILABLE FOR GRANT TO 240,000.                                         |   voted in the manner directed herein by the    
                                                                                  |   undersigned shareholder.  If no direction     
       FOR    AGAINST    ABSTAIN                                                      is made, this proxy will be voted for the     
       [ ]      [ ]        [ ]                                                        nominees listed above, for proposals 2 and 3  
                                                                                      and in their discretion on matters            
3. APPROVAL OF THE PROPOSAL TO INCREASE THE                                           described in Item 4.                          
   AUTHORIZED CAPITAL STOCK OF KENNEDY-WILSON, INC.                                                                                 

       FOR    AGAINST    ABSTAIN                                                                                                    
       [ ]      [ ]        [ ]                                                                                                      

Signature(s)                                                                                       Dated:                   , 1998  
            --------------------------------------------------------------------------------------       -------------------        

Please sign exactly as your name appears on the stock certificate(s). When shares are held by joint tenants, both should sign.      
When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. If a corporation,      
please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in the partnership's 
name by an authorized person.                                                                                                       

                                                        FOLD AND DETACH HERE

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRER14A’ Filing	Date	First	Last	Other Filings

	5/11/02	14	26
	12/31/99	8		10-K, 5
	11/26/98	19
	4/29/98	2	42	PRE 14A
	4/10/98	16
	3/31/98	2	42	10-Q
	3/30/98	16
Filed on:	3/27/98
	3/1/98	14
	12/31/97	6	18	10-K
	10/27/97	14	21
	8/19/97	14
	1/1/97	6
	5/11/92	23	38
				List all Filings

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Filing Submission 0000950148-98-000632 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Kennedy Wilson Inc – ‘PRER14A’ on 3/27/98

As of: Friday, 3/27/98 · Accession #: 950148-98-632 · File #: 0-20418

Revised Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents