May 10, 1999

Exhibit 99.2

May 10, 1999

Xxxxxxx X. Xxxxxx
000 Xxxxx Xxxxxx Xxxx
Xxxx Xxxxx, XX 00000

Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx X. Xxxxxx 1995 Irrevocable Trust
Xxxxxx, XxXxxxxxx & Fish LLP
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000

Dear Abe and Xxxx:

This letter agreement (the "Agreement") confirms the agreement that we
have reached regarding Xx. Xxxxxx'x departure from his employment and all
offices he holds with Meditrust Operating Company, Meditrust Corporation, and
their related and affiliated entities (collectively "Meditrust" or the
"Companies").

The purpose of this Agreement is to establish mutually agreeable
arrangements for ending Xx. Xxxxxx'x relationship with the Companies. This
Agreement does not constitute and should not be construed as an admission by Xx.
Xxxxxx, the Xxxxxxx X. Xxxxxx 1995 Irrevocable Trust (the "Trust") or the
Companies that they have in any way violated any legal obligation owed to each
other or to any other person, or as an admission that they have in any way
violated any legal obligation owed to each other or to any other person. To the
contrary, the parties' willingness to enter into this Agreement demonstrates
that they are continuing to deal with each other fairly and in good faith.

With those understandings and in exchange for the promises set forth
below, Xx. Xxxxxx, the Trust and the Companies agree as follows:

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 2

1. SEPARATION

Xx. Xxxxxx hereby confirms his separation from Meditrust as an
employee effective as of the Separation Date. Xx. Xxxxxx also confirms his
resignation from his offices of Chairman of the Board and Chief Executive
Officer of Meditrust and any and all employment, offices and board of directors
seats that he may hold with any of the Companies as of the Separation Date and
said resignations are hereby accepted by the Companies (Xx. Xxxxxx'x separation
as an employee and his resignation from his offices and directorships shall be
referred to hereinafter as the "Separation"). For purposes of this Agreement,
the Separation Date is August 3, 1998.

2. COMPENSATION AND BENEFITS

a. Xx. Xxxxxx, the Trust and the Companies agree to amend the
Split-Dollar Agreement appended hereto as Exhibit A (the "Split-Dollar
Agreement") by deleting Paragraph 8 of the Split-Dollar Agreement and replacing
it in its entirety with the following:

This Agreement shall terminate on the earlier of January 1,
2003, or, at the sole option of the Policy Owner, upon at
least 30 days written notice from the Policy Owner, delivered
by registered or certified mail, postage prepaid, or by
Federal Express or other overnight courier, to the Employer at
the address of the Employer set forth at the outset of this
Agreement or at such other address as the Employer may specify
in writing to the Policy Owner. The date of posting shall be
deemed the date of the effectiveness of such notice or demand,
except that any notice of change of address and any notice
given other than as specified above shall be effective only
upon receipt.

b. Xx. Xxxxxx and the Companies agree that if the Split-Dollar
Agreement is terminated during Xx. Xxxxxx'x lifetime, the Companies shall be
entitled to recover from Xx. Xxxxxx the amount (the "Recoverable Amount") by
which the aggregate premiums paid by the Companies for the Policies (as defined
in the Split-Dollar Agreement) exceed the total cash surrender value of the
Policies (as defined in the Split-Dollar Agreement). Xx. Xxxxxx'x agreement to
pay the Recoverable Amount shall be evidenced by his execution contemporaneously
with the execution of this Agreement of a demand note (the "Note"), the form of
which is appended hereto as Exhibit B Xx. Xxxxxx and the Companies recognize and

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 3

agree that the Recoverable Amount may from time to time be more or less than the
face amount of the Note and that (i) if the Recoverable Amount is greater than
the Note amount, Xx. Xxxxxx shall be obligated to pay the face amount of the
Note and any amount by which the Recoverable Amount exceeds the Note amount and
(ii) if the Recoverable Amount is less than the Note amount, the Companies shall
only make demand under the Note to the extent of the Recoverable Amount. Xx.
Xxxxxx, the Trust and the Companies agree that the Companies' right to receive
any Recoverable Amount is in addition to the Companies' right to receive the
Employer Policy Interest (as defined in the Split-Dollar Agreement) upon
termination of the Split-Dollar Agreement. Xx. Xxxxxx and the Companies agree
further that the Companies will, upon the Companies receipt of the Note executed
by Xx. Xxxxxx, return to Xx. Xxxxxx the demand note dated May 19, 1995 in the
amount of $298,495 marked "void", and certified by a duly authorized officer of
the Companies.

x. XXXXXXXXX PAYMENT. Within three (3) business days following
the Effective Date (as defined in Section 13(c) below), the Companies shall make
a severance payment to Xx. Xxxxxx equal to $25,000,000.00.

d. OTHER BENEFITS OR COMPENSATION. Except as expressly
provided above, Xx. Xxxxxx'x eligibility to participate in any of the Companies'
respective employee benefit plans and programs ceases on or after the Separation
Date in accordance with the terms and conditions of each of those benefit plans
and programs, and Xx. Xxxxxx'x rights to accrued benefits, if any, under any
such employee benefit plans and programs as of the Separation Date are governed
by the terms and conditions of each of those employee benefit plans and programs
which are incorporated herein by reference. Xx. Xxxxxx acknowledges that he
received his base salary and all other compensation due him through the
Separation Date.

3. RELEASE OF CLAIMS

a. Xx. Xxxxxx voluntarily and irrevocably releases and
discharges the Companies, their related or affiliated entities, and their
respective predecessors, successors, and assigns, and the current and former
officers, directors, shareholders, employees, and agents of each of the
foregoing (any and all of which are referred to as "Releasees") generally from
all charges, complaints, claims, promises, agreements, causes of action,
damages, and debts that relate in any manner to the Companies, known or unknown
("Claims"), which he has, claims to have, ever had, or ever claimed to have had
against any of the Releasees through the date on which Xx. Xxxxxx executes this
Agreement. This general release of Claims includes, without implication of
limitation, all Claims for or related to: the July 7, 1998 Employment Agreement
(the "Employment Agreement"); the compensation provided to

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 4

Xx. Xxxxxx by the Companies; the Separation as defined in Section 1; wrongful or
constructive discharge; breach of contract; breach of any implied covenant of
good faith and fair dealing; tortious interference with advantageous relations;
intentional or negligent misrepresentation, fraud or deceit; infliction of
emotional distress; unlawful discrimination under the common law or any statute
(including, without implication of limitation, the Employee Retirement Income
Security Act, Title VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act, the Age Discrimination in Employment Act, Mass. X. X. x.
151B); any claims that Xx. Xxxxxx and/or PBG Medical Mall MOB 1 Properties, Ltd.
or any of its affiliates may have with respect to the leasing of any space to
any of the Companies at a building known as the Palm Beach Gardens Medical
Office Building (Xx. Xxxxxx further represents and warrants that he is not aware
of any facts or circumstances which could give rise to any claims by any third
parties with respect to the Companies' potential leasing of any space at the
Palm Beach Gardens Medical Office Building); any claims that Xx. Xxxxxx and/or
Chancellor Senior Housing Group, Inc. may have in connection with or related to
an April 21, 1998 summary term sheet between any of the Companies and Chancellor
Senior Housing Group, Inc.; and any claims that Xx. Xxxxxx and/or Chancellor
Senior Housing Group, Inc. may have in connection with or related to an August
18, 1998 summary term sheet between any of the Companies and Chancellor Senior
Housing Group, Inc. Xx. Xxxxxx also waives any Claim for reinstatement,
severance, incentive or retention pay, attorney's fees, or costs, relating to
the above waived claims.

Xx. Xxxxxx agrees that he and/or PBG Medical Mall MOB 1 Properties,
Ltd. and/or Chancellor Senior Housing Group, Inc. or any of their affiliates
will not hereafter pursue any Claim against any Releasee by filing a lawsuit in
any local, state or federal court for or on account of anything which has
occurred up to the present time including without limitation, any Claim as a
result of his employment, or as a result of the Companies' decision not to lease
space at a building known as the Palm Beach Gardens Medical Office Building, or
as a result of the Companies not proceeding with any of the transactions set
forth in the April 21, 1998 or August 18, 1998 summary term sheets referenced
above, and he shall not seek reinstatement with, or damages of any nature,
severance, incentive or retention pay, attorney's fees, or costs from the
Companies or any of the other Releasees; PROVIDED, however, that nothing in this
general release shall be construed to bar or limit Xx. Xxxxxx'x rights to
indemnification subject to and in accordance with the terms of the By-Laws of
Meditrust and the Indemnification Agreements, dated as of November 5, 1997, by
and between Xx. Xxxxxx, and the Companies (the "Indemnification Agreements"), or
to enforce Xx. Xxxxxx'x rights under this Agreement or the Split-Dollar Life
Agreement.

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 5

b. The Companies, on behalf of themselves and their respective
predecessors, successors, assigns, directors and officers voluntarily and
irrevocably release and discharge Xx. Xxxxxx and Xx. Xxxxxx'x heirs and
survivors (the "Xxxxxx Releasees") from any and all charges, complaints, claims,
promises, agreements, causes of action, damages and debts, (including attorney's
fees and costs actually incurred) which any of them have, claim to have, ever
had or ever claimed to have had against the Xxxxxx Releasees through the date
hereof, known or unknown, which relate to (i) the Employment Agreement; and (ii)
to good faith acts or omissions undertaken or not undertaken by Xx. Xxxxxx in
his capacity as an employee, officer or director of the Companies in the
reasonable belief that such acts or omissions were in the best interests of the
Companies. This release of Claims, includes, without implication of limitation,
all Claims for good faith acts or omissions undertaken or not undertaken by Xx.
Xxxxxx in the reasonable belief that such acts or omissions were in the best
interest of the Companies related to (a) the compensation provided to Xx. Xxxxxx
by the Companies; (b) the Separation as defined in Section 1; (c) breach of
contract; (d) tortious interference with advantageous relations; (e) any claims
that the Companies or any of their affiliates may have to lease as a sublessee
of PBG Medical Mall MOB 1 Properties, Ltd. any space at a building known as the
Palm Beach Garden Medical Office Building; (f) any claims that the Companies may
have in connection with or related to an April 21, 1998 summary term sheet
between any of the Companies and Chancellor Senior Housing Group, Inc.; and (g)
any claims that the Companies may have in connection with or related to an
August 18, 1998 summary term sheet between any of the Companies and Chancellor
Senior Housing Group, Inc. The Companies also waive any Claim for attorney's
fees, or costs, relating to the above waived claims. Nothing in this release
shall be construed to bar or limit the Companies rights to enforce this
Agreement, the Indemnification Agreements, the Note or the Split-Dollar
Agreement nor shall this release be construed to excuse or relieve Xx. Xxxxxx or
any person or entity with which he may be affiliated or related (collectively
"Xxxxxx related entity") from performing any legally binding obligation to the
Companies pursuant to any agreement, contract, or transaction between the
Companies and Xx. Xxxxxx and/or any Xxxxxx related entity except to the extent
that the Xxxxxx Releasees are specifically released above. By way of
illustration only and without any implication of limitation, this release does
not in any way limit, alter, or modify the Companies' rights with respect to the
master lease of the Palm Beach Gardens Medical Office Building or any of the
leasing or financing transactions between the Companies and CareMatrix.

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 6

4. EMPLOYMENT AGREEMENT

This Agreement supersedes all provisions of the Employment Agreement
other than Sections 5.1(b) and 5.2 thereof, which are incorporated herein by
reference and which shall continue to bind the parties in accordance with their
terms; provided, however, that Xx. Xxxxxx'x obligations under Section 5.1(b) of
the Employment Agreement shall terminate on August 3, 2001 and that for the
purposes of Section 5.1(b)(i) the "health care business" of the Companies shall
be the "health care business" of the Companies as at August 3, 1998.

5. RETURN OF PROPERTY

All documents, records, material and all copies of any of the foregoing
pertaining to confidential information (as described in Section 5.2 of the
Employment Agreement), and all software, equipment, and other supplies, whether
or not pertaining to confidential information, that have come into Xx. Xxxxxx'x
possession or been produced by Xx. Xxxxxx in connection with his employment
("Property") have been and remain the sole property of the Companies. Xx. Xxxxxx
hereby confirms that he has returned all Property to the Companies. In no event
should this provision be construed to require Xx. Xxxxxx to return to the
Company any document or other materials concerning his remuneration and benefits
during his employment with the Companies.

6. LITIGATION COOPERATION

Xx. Xxxxxx agrees to continue to serve the Companies as a litigation
consultant and, in connection therewith, to cooperate fully with the Companies
in (i) the defense or prosecution of any claims or actions which already have
been brought or which may be brought in the future against or on behalf of the
Companies and (ii) responding to, cooperating with, or contesting any
governmental audit, inspection, inquiry, proceeding or investigation, which
relate to events or occurrences that transpired during Xx. Xxxxxx'x employment
with any of the Companies. Xx. Xxxxxx'x full cooperation in connection with such
claims or actions shall include, without implication of limitation: promptly
notifying the Companies in writing of any subpoena, interview, investigation,
request for information, or other contact concerning events or occurrences that
transpired during Xx. Xxxxxx'x employment with any of the Companies; being
available to meet with counsel for any of the Companies to prepare for discovery
or trial; to testify truthfully as a witness when reasonably requested and at
reasonable times designated by the Companies; and to meet with counsel or other
designated representatives of the Companies; to prepare responses to and to
cooperate with the Companies' processing of governmental audits, inspections,
inquiries, proceedings or

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 7

investigations. The Companies agree to reimburse Xx. Xxxxxx for any reasonable
out-of-pocket expenses that he incurs in connection with such cooperation,
subject to reasonable documentation. The Companies will in good faith exercise
their rights under this Section so as not to interfere unreasonably with Xx.
Xxxxxx'x personal schedule or ability to engage in gainful employment.

In furtherance of Xx. Xxxxxx'x obligations under this Agreement, Xx.
Xxxxxx agrees that he shall not disclose, provide or reveal, directly or
indirectly, any information concerning the Companies, including without
implication of limitation, their respective operations, plans, strategies or
administration, to any other person or entity unless compelled to do so (a)
pursuant to a valid subpoena or (b) as otherwise required by law, but in either
case only after providing the Companies, through Meditrust Corporation's General
Counsel, with prior written notice and opportunity to contest such subpoena or
other requirement. Written notice shall be provided to the Meditrust
Corporation's General Counsel as soon as practicable, but in no event less than
five (5) business days before any such disclosure is compelled, or, if later,
one (1) business day after Xx. Xxxxxx receives notice compelling such
disclosure.

7. NONDISPARAGEMENT

a. Xx. Xxxxxx agrees not to take any action or make any
statement, written or oral, which disparages the Companies, their respective
officers, or management and business practices, or which disrupts or impairs the
Companies' normal operations. The provisions of this Section 7 shall not apply
to any truthful statement required to be made by Xx. Xxxxxx in any legal
proceeding, required filing under the securities laws, or pursuant to any
governmental or regulatory investigation.

b. The Companies agree that they and their officers will not
take any action or make any statement, written or oral, which disparages Xx.
Xxxxxx. The provisions of this Section 7 shall not apply to any truthful
statement required to be made by the Companies in any legal proceeding, required
filing under the securities laws, or pursuant to any governmental or regulatory
investigation.

c. A breach by either Xx. Xxxxxx or the Companies of any of
their obligations under this Section 7 shall not be deemed a material breach of
this Agreement and shall not excuse Xx. Xxxxxx or the Companies from performing
their respective obligations under this Agreement. The sole remedies for a
violation of this Section 7 shall be an action for damages caused by any such
violation and/or to enjoin any further breach of the obligations of Section 7.

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 8

8. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

a. As a material inducement to the Companies to enter into
this Agreement, Xx. Xxxxxx represents, warrants and covenants as follows:

i. He has not assigned to any third party any
Claim released by this Agreement.

ii. He has not heretofore filed with any agency
or court any Claim released by this
Agreement.

9. FURTHER ASSURANCES

Upon the terms and subject to the conditions herein provided, each of
the signatories hereto agrees to use its reasonable efforts to take, or cause to
be taken, all action and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement.

10. EXCLUSIVITY

This Agreement sets forth all the consideration to which Xx. Xxxxxx is
entitled by reason of the Separation, and he shall not be entitled to or
eligible for any payments or benefits under any other severance, equity, bonus,
retention or incentive policy, arrangement or plan of the Companies.

11. TAX MATTERS

All payments provided to Xx. Xxxxxx pursuant to this Agreement shall be
subject to any reporting that the Companies reasonably determine to be required
for tax purposes. Xx. Xxxxxx agrees to pay all federal and state taxes, if any,
which are required by law to be paid with respect to such payments. The
Companies will not make any deductions or withholdings with respect to such
payments, provided, however, that Xx. Xxxxxx further agrees to indemnify and
hold the Releasees harmless from any claims, demands, deficiencies, levies,
assessments, executions, judgments or recoveries by any governmental entity
against the Releasees for any amounts claimed due on account of this Agreement
or pursuant to claims made under any federal or state tax law, including without
limitation any claims that such payments were subject to an obligation to deduct
and/or to withhold, and any costs, expenses or damages sustained by the
Releasees by reason of any such claims, including any amount

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 9

paid by the Releasees as taxes, attorneys' fees, deficiencies, levies,
assessments, fines, penalties, interest or otherwise.

12. CONSENT TO JURISDICTION

To the extent that any court action is permitted consistent with or to
enforce this Agreement, the signatories hereby consent to the jurisdiction of
the state and federal courts in or for Boston, Massachusetts. Accordingly, with
respect to any such court action, the parties hereto (a) submit to the personal
jurisdiction of such courts; (b) consent to service of process; and (c) waive
any other requirement (whether imposed by statute, rule of court, or otherwise)
with respect to personal jurisdiction or service of process. Xx. Xxxxxx
acknowledges that his obligations under Sections 5.1(b) and 5.2 of the
Employment Agreement are special, unique and extraordinary, and any breach
thereof shall be deemed material and to cause irreparable injury not properly
compensated by damages in an action at law. Xx. Xxxxxx further acknowledges and
agrees that the Companies' rights and remedies shall therefore be enforceable
both at law and in equity, by injunction and otherwise.

13. NOTICES, ACKNOWLEDGMENTS AND OTHER TERMS

a. The Companies advised Xx. Xxxxxx to consult with an
attorney before signing this Agreement and Xx. Xxxxxx acknowledges that he has
done so.

b. Xx. Xxxxxx acknowledges and agrees that the Companies'
promises in this Agreement constitute consideration in addition to anything of
value to which he is otherwise entitled by reason of his separation from
employment.

c. Xx. Xxxxxx acknowledges that he has been given the
opportunity, if he so desired, to consider this Agreement for twenty-one (21)
days before executing it. If not signed by him and returned to the General
Counsel of Meditrust so that it is received by close of business on the
twenty-second (22nd) day after his receipt of the Agreement, this Agreement will
not be valid. In addition, if Xx. Xxxxxx breaches any of the conditions of the
Agreement within the twenty-one (21) day period prior to execution of this
Agreement, the offer of this Agreement will be withdrawn and his execution of
the Agreement will not be valid. In the event that Xx. Xxxxxx executes and
returns this Agreement within twenty-one (21) days or less of the date of its
delivery to Xx. Xxxxxx, Xx. Xxxxxx acknowledges that such decision was entirely
voluntary and that he had the opportunity to consider this letter agreement for
the entire twenty-one (21) day period. The Companies acknowledge that for a
period of seven (7) days from the date of the execution of this Agreement, Xx.
Xxxxxx shall

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 10

retain the right to revoke this Agreement by written notice delivered to the
General Counsel of Meditrust before the end of such period, and that this
Agreement shall not become effective or enforceable until the expiration of such
revocation period (the "Effective Date").

d. By signing this Agreement, Xx. Xxxxxx acknowledges that he
is doing so voluntarily and knowingly, fully intending to be bound by this
Agreement. Xx. Xxxxxx also acknowledges that he is not relying on any
representations by the Companies or any other representative of the Companies
concerning the meaning of any aspect of this Agreement. Xx. Xxxxxx understands
that this Agreement shall not in any way be construed as an admission by the
Companies of any liability or any act of wrongdoing whatsoever by the Companies
against Xx. Xxxxxx and that the Companies specifically disclaim any liability or
wrongdoing whatsoever against Xx. Xxxxxx on the part of themselves and their
respective officers, directors, shareholders, employees and agents. Xx. Xxxxxx
understands that if he does not enter into this Agreement and brings any claims
against the Companies, the Companies will dispute the merits of those claims and
contend that they acted lawfully and for good business reasons with respect to
Xx. Xxxxxx.

e. In the event of any dispute, this Agreement will be
construed as a whole, will be interpreted in accordance with its fair meaning,
and will not be construed strictly for or against either Xx. Xxxxxx or the
Companies.

f. The law of the Commonwealth of Massachusetts will govern
any dispute about this Agreement, including any interpretation or enforcement of
this Agreement.

g. In the event that any provision or portion of a provision
of this Agreement shall be determined to be illegal, invalid or unenforceable,
the remainder of this Agreement shall be enforced to the fullest extent possible
and the illegal, invalid or unenforceable provision or portion of a provision
will be amended by a court of competent jurisdiction to reflect the signatories'
intent if possible. If such amendment is not possible, the illegal, invalid or
unenforceable provision or portion of a provision will be severed from the
remainder of this Agreement and the remainder of this Agreement shall be
enforced to the fullest extent possible as if such illegal, invalid or
unenforceable provision or portion of a provision was not included.

h. This Agreement may be modified only by a written agreement
signed by an authorized representative of the Companies and all of the other
parties hereto.

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 11

i. This Agreement constitutes the entire agreement between the
signatories with respect to the subject matter hereof and supersede all prior
agreements between the parties with respect to any related subject matter;
PROVIDED that Sections 5.1(b) and 5.2 of the Employment Agreement, the
Split-Dollar Agreement, the Note and the Indemnification Agreements shall remain
in full force and effect in accordance with their terms.

j. This Agreement shall be binding upon each of the
signatories and upon their respective heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit of each party
and to their heirs, administrators, representatives, executors, successors, and
assigns.

k. Xx. Xxxxxx will not disclose the fact or terms of this
Agreement to anyone except to his counsel, his financial advisors, and members
of his immediate family (provided that each and all of them agree to be bound by
this non-disclosure obligation and Xx. Xxxxxx accepts personal liability in the
event that any of them breach the obligation) until the Companies make public
disclosure of the fact and terms of this Agreement.

i. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.

[THE BALANCE OF THIS PAGE HAS BEEN LEFT
BLANK DELIBERATELY.]

Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Trustee
May 10, 1999
Page 12

If you agree to these terms, please sign and date below and return
this Agreement to the General Counsel of Meditrust Corporation by May 31, 1999.

Sincerely,

MEDITRUST OPERATING COMPANY

By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
President

MEDITRUST CORPORATION

By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Senior Vice President & General
Counsel

Accepted and agreed to:

/s/ Xxxxxxx X. Xxxxxx May 10, 1999
-------------------------- --------------------------------
Xxxxxxx X. Xxxxxx Date

/s/ Xxxxxxx X. Xxxxxx May 10, 1999
-------------------------- --------------------------------
Xxxxxxx X. Xxxxxx, Trustee Date
and not individually

PBG MEDICAL MALL
MOB 1 PROPERTIES, LTD.

By: /s/ Xxxxxxx X. Xxxxxx May 10, 1999
------------------------- --------------------------------
Title: President Date

CHANCELLOR SENIOR HOUSING
GROUP, INC.

By: /s/ Xxxxxxx X. Xxxxxx May 10, 1999
------------------------- --------------------------------
Title: President Date

PROMISSORY NOTE

$1,200,000.00 May 10, 1999

FOR VALUE RECEIVED, Xxxxxxx X. Xxxxxx (the "Maker") hereby promises to
pay, on demand, to Meditrust Corporation or Meditrust Operating Company
("Meditrust") the principal sum of One Million Two Hundred Thousand Dollars
($1,200,000.00), without interest. All sums due hereunder shall be payable at
the principal offices of Meditrust located at 000 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx,
Xxxxxxxxxxxxx 00000 or at such other address as Meditrust shall designate to the
Maker by written notice. In case the principal of this Note, or any part
thereof, is not paid within ten days of demand therefor, interest at the rate of
twelve percent (12%) per annum shall be payable on the amount demanded from the
date such payment is demanded until the date of payment. The Maker hereby waives
notice of default and agrees to pay all costs of collection, including
reasonable attorneys' fees and disbursements, in case the principal of this
Note, or any part thereof, is not paid as demanded.

EXECUTED at Needham, Massachusetts to take effect as an instrument
under seal.

/s/ Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx

Witness:

/s/ Xxxxxxx Xxxx
-------------------

Exhibit A
to
Separation Agreement

SPLIT-DOLLAR AGREEMENT

SPLIT-DOLLAR AGREEMENT by and between Meditrust, a Massachusetts
business trust, ("Employer") with its address at 000 Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxxx, and Xxxxxxx X. Xxxxxx, as Trustee under the Xxxxxxx X. Xxxxxx
1995 Irrevocable Indenture of Trust ("Policy Owner"), with an address c/o
Nutter, XxXxxxxxx & Fish, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000-0000.

RECITALS

A. Xxxxxxx X. Xxxxxx ("Employee"), a resident of Palm Beach, Florida is
an employee of the Employer.

B. The Employer and the Policy Owner are entering into a Split-Dollar
Agreement (the "Agreement") pursuant to which certain insurance policies (the
"Policies"), which are described in Exhibit A attached hereto, will be purchased
and maintained on the life of the Employee.

C. The parties hereto intend the Agreement to satisfy the requirements
of Rev. Rul. 64-328, 1964-2 C.B. 11 relative to the allocation of the annual
premium payment on the Policies between the Employer and the Policy Owner, as
illustrated in Exhibit B attached hereto.

D. The Policy Owner will collaterally assign the Policies to the
Employer for the sole purpose of providing security for the repayment of the
Employer's Policy Interest, as defined in the Agreement.

E. The parties desire to define herein the extent of the Employer's
security interest in the Policies.

NOW, THEREFORE, in consideration of the mutual promises contained
herein, the Employer and Policy Owner hereby agree as follows:

1. The Policy Owner is the sole owner of the Policies and may exercise
all rights of ownership with respect thereto, subject only to the security
interest of the Employer as expressed in this Agreement and in the Assignment of
the Policies contemplated by Paragraph 3 hereof.

2. The Policy Owner shall pay directly or, at the option of the
Employer, reimburse the Employer for that portion of the annual gross premiums
due on the Policies, but not exceeding the entire amount thereof, equal to
the value of the economic benefit (including any economic benefit attributable
to the use of Policy dividends) provided to the Policy Owner in accordance with
the principles set forth in Rev. Rul. 64-328, 1964-2 C.B. 11, and

-2-

Rev. Rul. 66-110, 1966-1 C.B. 12.The Employer shall pay the balance of the
premiums, if any.

All premium payments by the Employer under this Agreement shall
constitute advances by the Employer to the Policy Owner for which the Policy
Owner shall be responsible for repayment in accordance with the terms of this
Agreement. No interest shall be payable on such advances.

3. By a Collateral Assignment of even date and delivery herewith in the
form of Exhibit C to this Agreement (the "Assignment"), Policy Owner is
assigning the Policies to the Employer pursuant to the terms of this Agreement
as collateral security for the rights of the Employer under paragraph 4 hereof.
The terms of such Collateral Assignment are expressly made a part of this
Agreement.

4. Subject to the grant of rights provided for in the second paragraph
of this Paragraph 4, Policy Owner shall be sole and exclusive owner of the
Policies and will retain all the rights of owner under the terms of the Policies
including, but not limited to, the right to designate beneficiaries and to
select settlement options but subject always to the repayment to the Employer of
its Policy Interest. In consideration of the Employer's agreement to pay
premiums as set forth in paragraph 2

-3-

hereof, the Policy owner hereby grants to the Employer the following limited
rights in the Policies:

(1) The right to realize against the cash value of the
Policies, to the extent of its Policy Interest (as hereinafter
defined), in the event of termination of this Agreement;

(2) The right to realize against proceeds of the Policies, to
the extent of its Policy Interest (as hereinafter defined), in the
event of the Insured's death; and

(3) The right to borrow against the cash surrender value of
the Policies not exceeding an amount equal to the aggregate premiums
paid by the Employer.

The Policy Owner specifically reserves the right to borrow against the
cash surrender value of the policies to the extent that such cash surrender
value exceeds the aggregate premiums paid by the Employer.

In the event of a termination of this Agreement during the Employee's
lifetime, the Employer's "Policy Interest" shall equal the lesser of (a) the
aggregate premiums paid by the Employer to the date of termination or (b) the
total cash surrender value of

-4-

the Policies as of such termination date. In the event of Employee's death while
the Policies are in force, the Employer's "Policy Interest" shall equal the
aggregate premiums paid by the Employer. Insurer shall pay benefits under the
Policies by separate checks to the parties respectively entitled thereto.

For those Policies that pay dividends, the "cash surrender value" of
such Policies at any time equals (a) the then cash value set forth in each
Policy's table of values; plus (b) the cash value of any paid up additions; plus
(c) any dividend accumulations and unpaid dividends; less (d) any Policy loans
to the Employer and accrued interest thereon at such time.

For those Policies that do not pay dividends, the "cash surrender
value" of such Policies at any time equals the net cash value under such
Policies less any policy loans to the Employer and accrued interest thereon at
such time.

The "aggregate premiums paid" at any time equal (a) the then cumulative
premiums paid by the Employer under the Policies; less (b) the amount of any
policy dividends or interest thereon paid in cash to the Employer or used to
reduce or offset such premiums; less (c) any policy loans to the Employer and
accrued interest thereon at such time; less (d) any amounts received by the
Employer from the Policy Owner as reimbursement for the economic benefit under
the split dollar arrangement; provided,

-5-

however, the aggregate premiums paid shall not include premiums for any extra
benefit riders or agreements other than those providing for additional life
insurance coverage on the Employee.

5. The effective date of this Agreement and the Assignment shall be
deemed to be May 19, 1995.

6. Subject always to the Employer's Policy Interests in the Policies,
the Policy Owner shall have the right to assign any part or all of such Owner's
retained interest in the Policies or under this Agreement to any person, entity
or trust by execution of a written instrument delivered to the Employer and the
Insurer.

7. If the Policies become a claim by reason of Employee's death, the
Employer's interest in the proceeds shall be limited to the amount of the
aggregate premiums paid by it as defined in Paragraph 4. Promptly following the
Employee's death, the parties shall take steps to collect the proceeds of the
Policies by submitting the proper claims forms to the Insurers. The Employer
shall notify the Insurers of the amount of its Policy Interest. Such amount
shall be paid by the Insurers to the Employer. Upon receiving such amount, the
Employer shall release and cancel the Assignment, returning it to Policy Owner.
Any portion of the death benefit which is in excess of the amount payable to the
Employer, its successors or assigns, shall be

-6-

payable by the Employer to the persons entitled thereto under the terms of the
Policies.

8. This Agreement may be terminated (a) by mutual consent of the
Employer and the Policy Owner at anytime during the two year period commencing
with the effective date of this Agreement as specified in paragraph 5 hereof and
(b) at any time after such two year period by either party to this Agreement
upon at least 30 days written notice delivered by registered or certified mail,
postage prepaid, to the other party at the address of such party set forth at
the outset of this Agreement or at such other address as either party may
specify in writing to the other. The date of posting shall be deemed the date of
the effectiveness of such notice or demand, except that any notice of change of
address and any notice given otherwise than as specified above shall be
effective only upon receipt. This Agreement shall in any event terminate upon
the Employee's ceasing to be employed by the Employer.

9. If this Agreement terminates for any reason, then the Policy Owner,
at its option, shall either (a) surrender the Policies to the Insurers and
direct the Insurers to pay the Employer the amount of the Employer's Policy
Interest, or (b) retain the Policies and pay the Employer the amount of the
Employer's Policy Interest, in which event the Employer, upon

-7-

such payment, shall cancel and release the Collateral Assignment of the
Policies and deliver the Policies to the Policy Owner.

l0. Any annual dividends attributable to the Policies shall be utilized
in such manner as the parties shall from time to time agree, including but not
limited to, as part of any modified payment option or similar plan under which
the use of dividends is designed to level out premiums or to "vanish" premiums
over a period of years. If the parties are unable to agree as to the use of
dividends at any time, dividends shall be applied to the purchase of a paid-up
additions from the Insurers.

11. This Agreement shall be binding upon the parties hereto, their
heirs, legal representatives, successors, and assigns.

12. No change, alteration, or modification may be made except in
writing signed by both parties hereto. Any action by Employer hereunder shall
require the approval of a majority of the disinterested Trustees of Meditrust.
In the event of any conflict between the provisions of this Agreement
and the Assignment and/or any other evidence of liability relating to the
Policies or rights of collateral security therein, the provisions of this
Agreement shall prevail as between the Policy owner and the Employer.

-8-

13. The Employer may take or release other security, may release any
party primarily or secondarily liable any of the liabilities arising hereunder,
may grant extensions, renewals or indulgences with respect to such liabilities,
or may, without resort or regard to any other security, apply the proceeds of
the Policies, or any amount received on account of the Policies by the exercise
of any right permitted under this Agreement, in satisfaction of such liabilities
(or any part thereof) in such order or priority as the Employer shall determine.

14. This Agreement is governed by the laws of the Commonwealth of
Massachusetts.

THE DECLARATION OF TRUST ESTABLISHING THE EMPLOYER, DATED AUGUST 6,
1985, AS AMENDED (THE "DECLARATION"), A COPY OF WHICH IS DULY FILED IN THE
OFFICE OF THE SECRETARY OF STATE OF THE COMMONWEALTH OF MASSACHUSETTS, PROVIDES
THAT THE NAME "MEDITRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION
COLLECTIVELY AS TRUSTEES, BUT N0T INDIVIDUALLY OR PERSONALLY; AND THAT NO
TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE EMPLOYER SHALL BE HELD
TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, THE EMPLOYER. ALL PERSONS DEALING WITH THE EMPLOYER, IN ANY WAY, SHALL
LOOK ONLY TO THE ASSETS OF THE EMPLOYER FOR THE PAYMENT OF ANY SUM OR THE
PERFORMANCE OF ANY OBLIGATION.

-9-

IN WITNESS WHEREOF, the parties hereto have caused this Split Dollar
Life Insurance Agreement to be executed and delivered as of the date first set
forth above.

MEDITRUST

By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx
Its: President

Xxxxxxx X. Xxxxxx 1995 Irrevocable
Indenture of Trust

By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Xxxxxxx X. Xxxxxx, as Trustee
and not individually

Executed in Duplicate

-10-

EXHIBIT C

COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY

For value received, the undersigned ("Policy Owner") hereby collaterally assigns
and transfers to Meditrust, having a business address at 000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxxxx (the "Employer") policy numbered 77764308 (the "Policy"),
issued by The Prudential Insurance Company of America, (the "Insurer"), upon the
life of Xxxxxxx X. Xxxxxx, of Palm Beach, Florida, (the "Insured"). This
assignment of the Policy is made as collateral security for the repayment to the
Employer of the premiums now or hereafter advanced by the Employer under a Split
Dollar Agreement between the Policy owner and the Employer of even date (the
"Split Dollar Agreement").

The rights of the Employer and the Policy Owner under the Policy shall be as set
forth in the Split Dollar Agreement to which this Collateral Assignment has been
made a part.

The Insurer is authorized, and by signing this Assignment agrees, that upon
the first to occur of (a) the surrender of the Policy, (b) the death of the
Insured, or (c) the termination of the Split Dollar Agreement (such first
occurring event being referred to as the "termination date"), the Insurer
will pay to the Employer its Policy Interest as defined in the Split Dollar
Agreement and in an amount set forth in a written statement submitted by the

Employer to the Insurer with a copy delivered by the Employer to the Policy
Owner at the address of the Policy Owner set forth in the Split Dollar Agreement
or at such other address as the Policy Owner may specify in writing to the
Employer. Such written statement shall be conclusive proof to the Insurer of the
amount of the Employer's Policy Interest. Payment to the Employer of its Policy
Interest, shall be made by the Insurer at the Employer's address set forth at
the outset of this Assignment or at such other address as the Employer may
specify in writing to the Insurer, promptly after the Employer submits to the
Insurer (1) the written statement of the amount of its Policy Interest pursuant
to the provisions of this paragraph and (2) such other forms as the Insurer may
reasonably request in accordance with standard insurance industry practice. The
Insurer shall pay interest on the Employer's Policy Interest in an amount
determined pursuant to Florida law or, if greater, in an amount determined by
the Insurer's then prevailing practices for such payments.

After payment to the Employer of its Policy Interest, the Insurer will pay the
balance, if any, due under the Policy to the person or persons entitled thereto
under the Policy as shown on the Insurer's records.

-2-

Repayment as is stipulated in the Split Dollar Agreement shall constitute a
discharge of this assignment upon completion of a valid release of collateral
assignment by the Employer.

The Policy owner hereby warrants the validity of this assignment and that there
are no prior assignments of this Policy.

It is hereby certified that no proceedings in bankruptcy or insolvency,
voluntary or involuntary, have ever been instituted by or against the Policy
Owner.

This Assignment shall (i) be binding on the Policy Owner and the Policy Owner's
heirs, executors, administrators, legal representatives, and permitted
successors and assigns and (ii) inure to the benefit of the Employer and its
successors and assigns.

Any notice, request, demand, statement or consent made hereunder shall be in
writing and shall be deemed duly given if personally delivered, sent by
certified mail, return receipt requested, or sent by a nationally recognized
commercial overnight delivery service with provisions for a receipt, postage or
delivery charges prepaid, and shall be deemed given when postmarked or placed in
the possession of such mail or delivery service and addressed as follows:

-3-

If to the Policy Owner:

Xxxxxxx X. Xxxxxx 1995 Irrevocable Trust
c/o Nutter, XxXxxxxxx & Fish
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxx, Esq.

If to the Employer: Meditrust
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: President

With a copy so given to:

Meditrust
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.

or at such other place as the Policy Owner or Employer may from time to time
hereafter designate to the other in writing.

This Assignment shall be construed, and the rights and obligations of the
parties shall be determined, in accordance with the laws of the Commonwealth of
Massachusetts.

-4-

None of the terms set forth in this Assignment may be amended, revised, waived,
or terminated except by an agreement in writing signed by the person against
whom enforcement is sought.

Executed by the undersigned this 19th day of May 1995.

Xxxxxxx X. Xxxxxx 1995 Irrevocable Trust

By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxx, as
Trustee/Beneficiary and not individually

The Insurer, without assuming any responsibility for the validity or the
sufficiency of the foregoing assignment, acknowledged delivery of the same, and
hereby assents to its terms and further represents that it has, on this date,
filed a duplicate thereof at its Home Office.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Date JUN 19 1995 By: /s/ Xxxxxxx X. Light
----------- ------------------------------------------
Its: secretary
----------------------------------------
Duly Authorized

Executed in Duplicate

We, the Company that issued this contract,
have filed one copy of this instrument. But we
are not obliged to see that it is [illegible] or
sufficient.

/s/ Xxxxxxx X. Light
-----------------------
Secretary

By
--------

JUN 19 1995

-5-

Xxxx Xxxxxxx Mutual Life Insurance Company Xxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxx 00000

INSURED Xxxxxxx X. Xxxxxx $6.000,000 BASE POLICY SUM INSURED

PLAN INDIVIDUAL WHOLE LIFE $10,000,000 INITIAL TARGET AMOUNT

POLICY NUMBER 85 350 001 April 7, 1995 DATE OF ISSUE

LIFE INSURANCE

The Xxxx Xxxxxxx Mutual Life Insurance Company agrees, subject to the conditions
and provisions of this policy, to pay the Death Benefit to the Beneficiary if
the Insured's death occurs while the Policy is in full force, and to provide the
other benefits, rights and privileges of the policy.

Payment will be made on receipt at the Home Office of the Company in Boston,
Massachusetts, of due proof of the Insured's death.

The policy, which includes any riders which are a part of the policy on
delivery, is issued in consideration of the application and the payment of the
premiums.

The Policy Specifications on page 3 and the conditions and provisions on this
and the following pages are part of the -!icy.

10 Day Right of Examination - This policy may be returned by delivering or
mailing it within 10 days after its receipt to the Company at Boston,
Massachusetts, or to the agent or agency office through which It was delivered.
Immediately on such delivery or mailing, the policy shall be deemed void from
the beginning. Any premium paid on it will then be refunded.

Signed for the Company at Boston, Massachusetts.

[illegible] [illegible]
------------------------------ ------------------------------
President Secretary

Whole Life
Scheduled premium payable until Insured's death
Death Benefit payable at death
Eligible for dividends
Schedules of benefits and premiums, and the premium class, are shown on Page 3.

Kornreich
INSURANCE SERVICES

Form 92-2 000 Xxxxx Xxxxxx - Xxx Xxxx, XX 00000-0000 - 000-000-0000

1. POLICY SPECIFICATIONS

OWNER BENEFICIARY - AS DESIGNATED IN THE APPLICATION SUBJECT TO SECTION 4 OF THE
POLICY

INSURED Xxxxxxx X. Xxxxxx ISSUE AGE* 66 PREMIUM CLASS
STANDARD NONSMOKER

POLICY NUMBER 85 350 001 DATE OF ISSUE* April 7, 1995

--------------------------------------------------------------------------------
SCHEDULE OF BENEFITS POLICY PLAN SCHEDULE OF ANNUAL PREMIUM

INDIVIDUAL WHOLE LIFE

SUM
INSURED PAYABLE+ AMOUNT
--------------------------------------------------------------------------------

LIFE INSURANCE - PAYABLE ON DEATH $10,835,498 FOR LIFE $745,980

WHOLE LIFE RIDER - PAYABLE ON DEATH $ 6,000,000 FOR LIFE $625,980

ADDITIONAL INSURANCE PROTECTION BENEFIT$ 4,835,498 FOR LIFE $120,000

TARGET AMOUNT - $10,000,000

*The date of issue and the issue age of each Rider for an additional benefit is
the Date of Issue and the Issue Age of the policy unless otherwise specified.
+Premiums are payable from the date of issue for the period specified, but not
beyond the end of the policy month in which the Insured's death occurs.

EXHIBIT C

COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY

For value received, the undersigned ("Policy Owner") hereby collaterally assigns
and transfers to Meditrust, having a business address at 000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxxxx (the "Employer") policy numbered 85350001 (the "Policy"),
issued by Xxxx Xxxxxxx Mutual Life Insurance Company, (the "Insurer"), upon the
life of Xxxxxxx X. Xxxxxx, of Palm Beach, Florida, (the "Insured"). This
assignment of the Policy is made as collateral security for premiums now or
hereafter advanced by the Employer under a Split Dollar Agreement between the
Policy Owner and the Employer of even date (the "Split Dollar Agreement").

The rights of the Employer and the Policy Owner under the Policy shall be as set
forth in the Split Dollar Agreement to which this Collateral Assignment has been
made a part.

The Insurer is authorized, and by signing this Assignment agrees, that upon
the first to occur of (a) the surrender of the Policy (b) the death of the
Insured, or (c) the termination of the Split Dollar Agreement, the Insurer
will pay to the Employer its Policy Interest as defined in the Split Dollar
Agreement and in an amount set forth in a written statement submitted by the
Employer to the Insurer with a copy delivered by the Employer to the

Policy Owner at the address of the Policy owner set forth in the Split Dollar
Agreement or at such other address as the Policy Owner may specify in writing to
the Employer. Such written statement shall be conclusive proof to the Insurer of
the amount of the Employer's Policy Interest. Payment to the Employer of its
Policy Interest shall be made by the Insurer at the Employer's address set forth
at the outset of this Assignment or at such other address as the Employer may
specify in writing to the Insurer, and in any event such payment shall be made
no later than 30 days after the Employer submits to the Insurer the written
statement of the amount of its Policy Interest pursuant to the provisions of
this paragraph.

Repayment as is stipulated in the Split Dollar Agreement shall constitute a
discharge of this assignment upon completion of a valid release of collateral
assignment by the Employer.

The Policy Owner hereby warrants the validity of this assignment and that there
are no prior assignments of this Policy except as noted herein.

-2-

It is hereby certified that no proceedings in bankruptcy or insolvency,
voluntary or involuntary, have ever been instituted by or against the Policy
Owner.

If to the Policy Owner:

Xxxxxxx X. Xxxxxx 1995 Irrevocable Trust
c/o Nutter, XxXxxxxxx & Fish
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxx, Esq.

-3-

If to the Employer: Meditrust
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: President

With a copy so given to:

Meditrust
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.

or at such other place as the Policy Owner or Employer may from time to time
hereafter designate to the other in writing.

This Assignment shall be construed, and the rights and obligations of the
parties shall be determined, in accordance with the laws of the Commonwealth of
Massachusetts.

None of the terms set forth in this Assignment may be amended, revised, waived,
or terminated except by an agreement in writing signed by the person against
whom enforcement is sought.

-4-

Executed by the undersigned this 19th day of May 1995.

Xxxxxxx X. Xxxxxx 1995 Irrevocable Trust

By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxxx, as
Trustee/Beneficiary and not individually

XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY

Date 6-5-96 By: /s/ [illegible]
------- -------------------------------------------------

Its: Corporate Secretary
------------------------------------------------
Duly Authorized

Executed in Duplicate

-5-

[logo]

PACIFIC MUTUAL Xxxxxxxxx
LIRE INSURANCE COMPANY INSURANCE SERVICES

000 Xxxxxxx Xxxxxx Xxxxx [logo]
Xxxxxxx Xxxxx, XX 00000

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

FLEXIBLE We, Pacific Mutual Ufe Insurance Company, a
PREMIUM mutual company, agree with you, the Owner,
ADJUSTABLE LIFE to pay ft benefits of this policy according
INSURANCE to its provisions.
POLICY

* Flexible Premiums Payable to Right To Cancel Policy WIthlin 20 Days - You
Age 95 may return this policy within 20 days after
you receive It To do so, deliver or maU it
0 Adjustable Face Amount to us or our agent We will then cancel this
policy as of the policy date and refund any
* Participating premium paid.

Form 92-45 Signed at our Home Office, 000 Xxxxxxx
Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxx
00000.

[illegible]
Chairman and Chief Executive Officer

[illegbile]
Secretary

Pacific Mutual
Customer Service
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
(000) 000-0000

POLICY SPECIFICATIONS

PREMIUMS: PLANNED ANNUAL PREMIUM = $590,000.00

GUIDELINE SINGLE PREMIUM = $5,737,386.22

GUIDELINE LEVEL PREMIUM = $695,096.98 ANNUALLY

INTEREST: IN ADDITION TO GUARANTEED INTEREST DESCRIBED IN THE INTEREST
PROVISION OF THIS POLICY. PM MAY CREDIT EXCESS INTEREST ON THE
UNLOANED PORTION OF THE ACCUMULATED VALUE. THIS EXCESS
INTEREST WILL BE GUARANTEED FOR THE FIRST POLICY YEAR SUCH
THAT, TOGETHER WITH GUARANTEED INTEREST, THE INTEREST RATE ON
THE UNLOANED PORTION OF THE ACCUMULATED VALUE WILL BE .565415%
PER MONTH WHICH IS EQUIVALENT TO 7.00% ANNUALLY.

DEATH BENEFIT GUIDELINE PREMIUM (THIS ELECTION IS
QUALIFICATION IRREVOCABLE FOR THE LIFE OF THE CONTRACT.)
TEST:

DEATH BENEFIT
OPTION: A (SEE THE GUIDELINE PREMIUM TEST DEATH BENEFIT
OPTIONS PROVISION OF THIS POLICY FOR FURTHER
DESCRIPTION.)

OWNER: XXXXXXX 0 XXXXXX IRREVOCABLE INDENTURE OF TRUST

XXXXXXX X XXXXXX TRUSTEE

BENEFICIARY: XXXXXXX X XXXXXX IRREVOCABLE INDENTURE OF
TRUST

PAGE 3.0

BASIC POLICY: FLEXIBLE PREMIUM ADJUSTABLE LIFE

POLICY NUMBER: IA2294563-0 INSURED'S NAME: XXXXXXX 0 XXXXXX

FIRST YEAR
TOTAL COVERAGE: $10,546,300.00 RISK CLASSIFICATION: MALE NONSMOKER

POLICY DATE: APR 7, 1995 AGE ON POLICY DATE: 66

MATURITY DATE: APR 7, 2024 NOTE: THIS POLICY MAY NOT REMAIN IN FORCE
TO THE INDICATED MATURITY DATE IF THE PAYMENTS
MONTHLY PAYMENT DATE IS ARE INSUFFICIENT TO MAINTAIN THE CASH VALUE
THE 7TH DAY OF THE MONTH. UNTIL THAT DATE.

EXHIBIT C

COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY

For value received, the undersigned ("Policy Owner") hereby collaterally
assigns and transfers to Meditrust, having a business address at 000 Xxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx (the "Employer") policy numbered 1A22945630
(the "Policy"), issued by Pacific Mutual Life Insurance Company, (the
"Insurer"), upon the life of Xxxxxxx X. Xxxxxx, of Palm Beach, Florida, (the
"Insured"). This assignment of the Policy is made as collateral security for
premiums now or hereafter advanced by the Employer under a Split Dollar
Agreement between the Policy Owner and the Employer of even date (the "Split
Dollar Agreement").

The rights of the Employer and the Policy Owner under the Policy shall be as
set forth in the Split Dollar Agreement to which this Collateral Assignment
has been made a part. With respect to policy loans, the Split-Dollar
Agreement provides, in substance, that the Employer has the right to borrow
against the Policy's net cash surrender value in an amount not exceeding the
aggregate premiums paid by the Employer, and the Policy Owner reserves the
right to borrow against the Policy's net cash surrender value to the extent
that such cash surrender value exceeds the aggregate premiums paid by the
Employer.

The Insurer is authorized, and by signing this Assignment agrees, that upon
the first to occur of (a) the surrender of the Policy, (b) the death of the
Insured, or (c) the termination of the Split Dollar Agreement, the Insurer
will pay to the Employer its Policy Interest as defined in the Split Dollar
Agreement and in an amount set forth in a written statement submitted by the
Employer to the Insurer with a copy delivered by the Employer to the Policy
Owner at the address of the Policy Owner set forth in the Split Dollar
Agreement or at such other address as the Policy Owner may specify in writing
to the Employer. Such written statement shall be conclusive proof to the
Insurer of the amount of the Employer's Policy Interest and the Insurer shall
be fully protected by its reliance thereon. Payment to the Employer of its
Policy Interest shall be made by the Insurer at the Employer's address set
forth at the outset of this Assignment or at such other address as the
Employer may specify in writing to the Insurer, and in any event such payment
shall be made promptly after the Employer submits to the Insurer the written
statement of the amount of its Policy Interest pursuant to the provisions of
this paragraph. The Insurer shall pay interest on the Employer's Policy
Interest in an amount determined pursuant to Florida law or, if greater, in
an amount determined by the Insurer's then prevailing practices for such
payments.

After payment to the Employer of its Policy Interest, the Insurer will pay the
balance, if any, due under the Policy to the person

-2-

or persons entitled thereto under the Policy as shown on the Insurer's
records.

Repayment as is stipulated in the Split Dollar Agreement shall constitute a
discharge of this assignment upon completion of a valid release of collateral
assignment by the Employer.

The Policy Owner hereby warrants the validity of this assignment and that there
are no prior assignments of this Policy except as noted herein.

It is hereby certified that no proceedings in bankruptcy or insolvency,
voluntary or involuntary, have ever been instituted by or against the Policy
Owner.

This Assignment shall (i) be binding on the Policy Owner and the Policy Owner's
successors and assigns and (ii) inure to the benefit of the Employer and its
successors and assigns.

Any notice, request, demand, statement or consent made by Employer or Policy
Owner hereunder shall be in writing and shall be deemed duly given if
personally delivered, sent by certified mail, return receipt requested, or
sent by a nationally recognized commercial overnight delivery service with
provisions for a receipt, postage or delivery charges prepaid, and shall be

-3-

deemed given when postmarked or placed in the possession of such mail or
delivery service and addressed as follows:

If to the Policy Owner:

Xxxxxxx X. Xxxxxx 1995 Irrevocable Trust
c/o Nutter, XxXxxxxxx & Fish
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxx, Esq.

If to the Employer: Meditrust
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: President

With a copy so given to:

Meditrust
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.

or at such other place as the Policy Owner or Employer may from time to time
hereafter designate to the other in writing.

-4-

This Assignment shall be construed, and the rights and obligations of the
parties shall be determined, in accordance with the laws of the Commonwealth of
Massachusetts.

Notwithstanding any language herein to the contrary, the Insurer is
authorized by the Policy Owner and the Employer to follow the sole written
direction of either the Policy Owner or the Employer as to the exercise of
any and all ownership rights in the Policy and a copy of any such written
request will be sent to the Policy Owner or the Employer by the other party.
Any language in this document which could be construed to be in conflict
with the foregoing sentence is intended to merely state the contractual
rights between the Policy Owner and the Employer in their Split-Dollar
Agreement and is not binding on the Insurer. The Insurer has no knowledge of
the provisions of the Split-Dollar Agreement or any amendments thereto.

None of the terms set forth in this Assignment may be amended, revised, waived,
or terminated except by an agreement in writing signed by the person against
whom enforcement is sought.

-5-

Executed by the undersigned this 19th day of May 1995.

Xxxxxxx X. Xxxxxx 1995 Irrevocable Trust

By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxx, as
Trustee/Beneficiary and not individually

The Insurer, without assuming any responsibility for the validity or the
sufficiency of the foregoing assignment, acknowledges delivery of the same, and
hereby assents to its terms and further represents that it has, on this date,
filed a duplicate thereof at its Home Office.

PACIFIC MUTUAL LIFE INSURANCE COMPANY

Date 5/19/95 By: /s/ Xxxxx X. Xxxxx
----------- ------------------------------------------
Xxxxx X. Xxxxx, Secretary
Newport Beach, California
------------------------------------------
Duly Authorized

Executed in Duplicate

-6-

Life insured ED XXXXXXX X XXXXXX

Policy number ER 5847880-1

THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
-------------------------------------------------------------------------------
FLEXIBLE PREMIUM ADJUSTABLE LIFE policy.

Adjustable death benefit

Flexible premiums payable during the life insured's lifetime.

Non-participating (not eligible for dividends).

[GRAPHIC]

In this policy "you" and "your" refer to the owner of the policy. "We," "us"
and "our" refer to The Manufacturers Life Insurance Company (U.S.A.).

If the life insured dies while the policy is in force, we will pay the
insurance benefit to the beneficiary, subject to the provisions of the
policy. The life insured and the beneficiary are named on page 3. The death
benefit is described in the "Insurance Benefit" provision.

READ YOUR POLICY CAREFULLY. It is a legal contract between you and us.

To present inquiries or obtain information about coverage and to provide
assistance in resolving complaints, call 0-000-000-0000.

TEN-DAY RIGHT TO RETURN POLICY. Within ten days after receiving your policy,
you can return it for cancellation by delivering or mailing it to us or the
agent who sold it. Immediately on delivery or mailing, the policy will be
void from the beginning. We will refund in full the premium paid.

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

/s/ [illegible]
President

/s/ Xxxxxxx X. [illegible]
Secretary

EXHIBIT C

COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY

For value received, the undersigned ("Policy Owner") hereby collaterally assigns
and transfers to Meditrust, having a business address at 000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxxxx (the "Employer") policy numbered 5847880-1 (the
"Policy"), issued by THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.), (the
"Insurer"), upon the life of Xxxxxxx X. Xxxxxx, of Palm Beach, Florida, (the
"Insured"). This assignment of the Policy is made as collateral security for the
repayment to the Employer of the premiums now or hereafter advanced by the
Employer under a Split Dollar Agreement between the Policy Owner and the
Employer of even date (the "Split Dollar Agreement").

The rights of the Employer and the Policy Owner under the Policy shall be as set
forth in the Split Dollar Agreement to which this Collateral Assignment has been
made a part. With respect to policy loans, the Split-Dollar Agreement provides,
in substance, that the Employer has the right to borrow against the policy's net
cash surrender value in an amount not exceeding the aggregate premiums paid by
the Employer, and the Policy Owner reserves the right to borrow against the
policy's net cash surrender value to the extent that such cash surrender value
exceeds the aggregate premiums paid by the Employer.

The Insurer is authorized, and by signing this Assignment agrees, that upon the
first to occur of (a) the surrender of the Policy, (b) the death of the Insured,
or (c) the termination of the Split Dollar Agreement, the Insurer will pay to
the Employer its Policy Interest as defined in the Split Dollar Agreement and in
an amount set forth in a written statement submitted by the Employer to the
Insurer with a copy delivered by the Employer to the Policy Owner at the address
of the Policy Owner set forth in the Split Dollar Agreement or at such other
address as the Policy Owner may specify in writing to the Employer. Such written
statement shall be conclusive proof to the Insurer of the amount of the
Employer's Policy Interest and the Insurer shall be fully protected by its
reliance thereon. Payment to the Employer of its Policy Interest shall be made
by the Insurer at the Employer's address set forth at the outset of this
Assignment or at such other address as the Employer may specify in writing to
the Insurer, and in any event such payment shall be made no later than 30 days
after the Employer submits to the Insurer the written statement of the amount of
its Policy Interest pursuant to the provisions of this paragraph. Should, for
any reason, payment not be made within 30 days, the Insurer shall pay interest
on the Employer's Policy Interest at the then prevailing rate of interest
provided by the Insurer for such payments.

After payment to the Employer of its Policy Interest, the Insurer will pay the
balance, if any, under the Policy to the person or

-2-

persons entitled thereto under the Policy as shown on the Insurer's records.

Repayment as is stipulated in the Split Dollar Agreement shall constitute a
discharge of this assignment upon completion of a valid release of collateral
assignment by the Employer.

The Policy Owner hereby warrants the validity of this assignment and that there
are no prior assignments of this Policy.

It is hereby certified that no proceedings in bankruptcy or insolvency,
voluntary or involuntary, have ever been instituted by or against the Policy
Owner.

This Assignment shall (i) be binding on the Policy owner and the Policy owner's
successors and assigns and (ii) inure to the benefit of the Employer and its
successors and assigns.

-3-

If to the Policy Owner:

Xxxxxxx X. Xxxxxx 1995 Irrevocable Trust
c/o Nutter, XxXxxxxxx & Fish
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxx, Esq.

If to the Employer: Meditrust
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: President

With a copy so given to:
Meditrust
000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.

or at such other place as the Policy Owner or Employer may from time to time
hereafter designate to the other in writing.

This Assignment shall be construed, and the rights and obligations of the
parties shall be determined, in accordance with the laws of the Commonwealth of
Massachusetts.

-4-

Notwithstanding any language herein to the contrary, the Insurer is authorized
by the Policy Owner and the Employer to follow the sole written direction of
either the Policy owner or the Employer as to the exercise of any and all
ownership rights in the Policy and to recognize any written requests for loans
without inquiring into the validity of the amount thereof. A copy of any such
written request will be sent to the Policy Owner or the Employer by the other
party. Any language in this document which could be construed to be in conflict
with the foregoing sentence is intended merely to state the the contractual
rights between the Policy Owner and the Employer in their Split-Dollar Agreement
and is not binding on the Insurer. The Insurer has no knowledge of the
provisions of the Slit-Dollar Agreement or any amendments thereto.

None of the terms set forth in this Assignment may be amended, revised, waived,
or terminated except by an agreement in writing signed by the person against
whom enforcement is sought.

Executed by the undersigned this 19th day of May, 1995.

Xxxxxxx X. Xxxxxx 1995 Irrevocable
Trust

By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, as
Trustee/Beneficiary and not
individually

-5-

The Insurer, without assuming any responsibility for the validity or the
sufficiency of the foregoing assignment, acknowledged delivery of the same, and
hereby assents to its terms-and further represents that it has, on this date,
filed a duplicate thereof at its Home office.

THE MANUFACTURERS LIFE
INSURANCE COMPANY (U.S.A.)

Date By: /s/ [Illegible]
----------------------- -------------------------------------

Its:
-----------------------------------

Executed in Duplicate

-6-

LIFE INSURED XXXXXXX X XXXXXX AGE 66

POLICY NUMBER 5847880 POLICY DATE Apr 14, 1995

ISSUE DATE Apr 14, 1995

OWNER XXXXXXX X XXXXXX, TRUSTEE OF XXXXXXX X XXXXXX 1995 IRREVOCABLE
INDENTURE OR TRUST DATED 03/24/95

BENEFICIARY AS DESIGNATED IN THE APPLICATION OR SUBSEQUENTLY CHANGED

PLAN FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE, NON-PARTICIPATING

FACE AMOUNT $5,625,000.00

DEATH BENEFIT OPTION 2

SEX MALE

PREMIUM MODE Annually
SEE 'PAYMENT OF PREMIUMS' PROVISION

BEGINNING ON PLANNED
MON DAY YEAR PREMIUM
Apr 14, 1995 $514,661.00

RATE
CLASSIFICATION NON-SMOKER

ADDITIONAL $0.00 PER $1,000 OF FACE AMOUNT
RATING $0.00 PER $1,000 OF FACE AMOUNT FOR 0 YEARS
0% OF THE COST OF INSURANCE

THIS POLICY PROVIDES LIFE INSURANCE COVERAGE FOR THE LIFETIME OF THE LIFE
INSURED IF SUFFICIENT PREMIUMS ARE PAID. PREMIUM PAYMENT IN ADDITION TO THE
PLANNED PREMIUM SHOWN MAY NEED TO BE MADE TO KEEP THIS POLICY AND COVERAGE IN
FORCE.

PAGE 3

THE PRUDENTIAL The Prudential Insurance Company of America
a mutual life insurance company
Xxxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000

Insured XXXXXXX X. XXXXXX

Face Amount $25,000,000 -- 77 764 308 Policy Number
* April 6, 1995 Contract Date
Premium Period LIFE
Agency X-MJAX
* (CHANGED - SEE ENDORSEMENT)

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

We will pay the beneficiary the proceeds of this contract promptly if we receive
due proof that the Insured died. We make this promise subject to all the
provisions of the contract.

Please read this contract with care. A guide to its contents is on the last
page. A summary is on page 2. If there is ever a question about it, or if there
is a claim, just see a Prudential agent or get in touch with one of our offices.

10 Day Right to Cancel Contract. -- Not later than ten days after you get this
contract, you may return it to us. All you have to do is take it or mail it to
one of our offices or to the agent who sold it to you. The contract will be
canceled from the start, and we will give back your money promptly.

Signed for Prudential

/s/ Xxxxxxx X. Light /s/ Xxxxxx X. Xxxxxxx
Secretary President

Whole Life Policy. Insurance payable only upon death. Premiums payable
throughout Insured's lifetime. Eligible for annual dividends as stated under
Dividends.

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

CONTRACT SUMMARY

We offer this summary to help you understand this contract. We do not intend
that it change any of the provisions of the contract.

This is a contract of life insurance which provides benefits while the Insured
is living and in the event of the Insured's death. Premiums are to be paid
throughout the Insured's lifetime. If a premium is not paid before its days of
grace are over, the contract may end or it may stay in force with reduced
benefits. If either occurs, you may be able to reinstate its full benefits.

While the Insured is living, the contract gives you the following rights, among
others, subject to certain limitations and requirements and to any limiting
endorsement:

- You may change the beneficiary under the contract.
- You may borrow on the contract up to its loan value.
- You may surrender it for its net cash value.

The contract may have extra benefits that we call supplementary benefits. If it
does, we list them under Supplementary Benefits on the contract data page(s) and
describe them after page 20. The contract may have other extra benefits. If it
does, we add them by rider. Any extra benefit ends as soon as a premium is in
default past its days of grace, unless the form that describes it states
otherwise.

In the event of the Insured's death, the proceeds payable will depend upon the
in force status of the contract and the insurance benefits payable under that
status, adjusted for other factors such as loans and dividend credits. The
general manner of determining the proceeds payable at the Insured's death is
shown in the chart below.

PROCEEDS THAT ARISE FROM THE INSURED'S DEATH

If the Contract is in Force: Then the Insurance Benefit And We Adjust The Insurance
Amount is: Benefit Amount For:

with no premium in default the face amount (see page 1), contract debt (see page 10),
past its days of grace plus the amount of any extra dividend credits (see page 7),
benefit arising from the and premium in default or
Insured's death paid (other than by a waiver
benefit, if any) past the date
of death (see page 6).

as reduced paid-up insurance the amount of reduced paid- contract debt and dividend
(see page 8) up insurance credits since the reduced
paid-up insurance began.

as extended insurance (see the amount of term
page 8) insurance, if the Insured dies nothing.
in the term

Proceeds payable upon surrender or in the event of the Insured's death need
not always be taken in one sum. For instance, on surrender, you may be able
to choose a settlement option to provide retirement income or for some other
purpose. If a death benefit becomes payable, the beneficiary may also be able
to make such a choice.

ENDORSEMENTS
(Only we can endorse this contract.)

This endorsement is attached to and made a part of this contract.

Coverage is effective on ________ (the effective date), that is the date the
initial premium was paid and the contract was delivered.

If the effective date is other than the 29th, 30th or 31st, that date is the
contract date and all dates shown throughout the contract which depend on the
contract date are changed accordingly.

If the effective date is the 29th, 30th, or 31st, the contract date will be the
first day of the following month, and, except as stated in the next sentence,
all dates shown throughout the contract that depend on the contract date are
changed accordingly. In the Suicide Exclusion and in the Incontestability
provisions, the effective date replaces the issue date.

The Prudential Insurance Company of America.

By: /s/ Xxxxxxx X. Light
-----------------------------------------
Secretary

/s/ Xxxxxxx X. [illegible], trustee
---------------------------------------------
Signature of Insured, or Owner(s) if other than Insured

To the best of my knowledge and belief the health and the mental and physical
condition of all persons proposed for coverage have not changed since the
answers and statements were given in the application that is included in and
made a part of this contract, which is effective on the date shown above.

/s/ Xxxxxxx X. Xxxxxx
-------------------------------------------------
Signature of Insured (if age 15 or over) otherwise Applicant

-------------------------------------------------
Signature of Spouse (if examined by a doctor or paramedic)

CONTRACT DATA

Insured's Sex and Issue Age M-66 77 764 308 Policy Number
Rating Class SELECT PREFERRED ** April 6, 1995 Contract Date

Insured XXXXXXX X. XXXXXX ** (CHANGED - SEE ENDORSEMENT)

Face Amount $25,000,000 ---

Premium Period LIFE

Agency X-MJAX-Y

Beneficiary SEE BENEFICIARY PROVISION ATTACHED.

LIST OF SUPPLEMENTARY BENEFITS
*****NONE*****

LIST OF OTHER EXTRA BENEFITS

ORD 88646 Accounting Benefit.
The Single extra premium, due on the contract date, is
$7,250,000.
The Accounting Benefit percentage is 80%.
Benefit termination date is April 6, 2003.

*****END OF LIST*****

SCHEDULE OF PREMIUMS

Due dates of contract premiums occur on the contract date and at intervals of 12
months after that date. The single extra premium, shown above, is only included
in the Contract Premium due on the contract date.

Contract Premiums are $1,362,325.00
Changing on April 6, 1996 to $1,355,075.00 each

*****END OF SCHEDULE*****

PREMIUM PAYMENT AND REINSTATEMENT

PAYMENT OF PREMIUMS The Schedule of Premiums shows the amounts of the
premiums, how often and when they must be paid. We
tell you below how you may be able to have them fall
due either more or less often. Due dates fall on the
same day of the month as the contract date. They
occur only while the Insured is living. The premium
period, which we show on the first page, starts on
the contract date. Each premium is to be paid by its
due date. It may be paid at our Home Office or to any
of our authorized agents. If we are asked to do so,
we will give a signed receipt. A premium is in
default if it is not paid when it is due.

CHANGE OF FREQUENCY You may ask us in writing to have premiums fall due
either more or less often. If we agree, we will make
the change and tell you what the new premiums are and
when they are due. The more often premiums are due,
the larger the total amount that will have to be paid
for a contract year.

GRACE PERIOD We grant 31 days of grace for paying each premium
except the first one. If a premium has not been paid
by its due date, the contract will stay in force
during its days of grace. If a premium has not been
paid when its days of grace are over, the contract
will end and have no value, except as we state under
Contract Value Options.

PREMIUM ADJUSTMENT The Insured might die while no premium is in default.
If so, we will make an adjustment so that the
proceeds will include that part of the last premium
paid which is more than was needed in pay premiums
through the date of death. Or the Insured might die
in the days of grace of premium in default. If so,
the amount needed to pay premiums through the date of
death is due us. We will make an adjustment so that
the proceeds will not include that amount.

The contract might have an extra benefit that insures
the spouse of the Insured, and the spouse might die
while the Insured is living. If no premium is in
default at the time of death, we will make an
adjustment so that our settlement will include any
part of the last premium paid that (1) applies to the
extra benefit for the spouse; and (2) is more than
was needed to pay for the benefit through the date of
death. If the death of the spouse occurs in the days
of grace of premium in default, we will subtract from
our settlement: (1) the total premium amount default;
less (2) the part of the spouse's premium which is
more than was needed to pay for the extra benefit
through the date of death.

The contract might have an extra benefit that insures
that children of the Insured, and a child might die
while the Insured is living and in the days of grace
of a premium in default. In this case we will
subtract any premium in default when we settle the
claim.

REINSTATEMENT You may reinstate this contract after the days of
grace of a premium in default. All the conditions
must be met:

1. Premium payment must not be in default more
than five years.

2. You must not have surrendered the contract
to us for its cash value.

3. You must give us any facts we need to
satisfy us that the Insured is insurable for
the contract.

4. We must be paid all premiums in arrears with
compound interest at 6% a year. We may set
lower rate for any period in which there are
arrears.

5. Any contract debt (with interest to date at
the rate(s) we set for loans as we state
under Loans) must be restored or paid back.
If that debt with interest would exceed the
loan value of the reinstated contract, the
excess must be paid to us before
reinstatement.

Example: Suppose a premium due May 1st is not paid on
time. The contract will stay in force until June 1st
whether the premium is paid or not. If the premium is
not paid by June 1st, you must meet all the above
conditions if you want to reinstate the contract.

PRELIMINARY COMPOSITE ILLUSTRATION OF SPLIT DOLLAR INSURANCE PLAN

C
Corporate Outlays and Values Employee Outlays
----------------------------------------- ----------------------------------------------

Gift Tax
Net On
After Tax Economic Employee
Corporate Corporate Economic Outlay At Benefit At Total
Corporate Cash Death Benefit A Rate of A Rate of Annual
Year Age Premium Value Benefit Cost 40.0% 55.0% Outlay
---- --- ------- ----- ------- ---- ----- ----- ------

PV @ 6.0% 7,759,782 12,147,374
------------------------------------------------------------------------------------------------------------------------
1 66 2,962,015 2,663,520 2,962,015 243,702 243,702 134,038 377,738
2 67 2,947,049 5,361,582 5,909,065 263,489 263,489 144,919 408,407
3 68 2,929,194 8,103,842 8,838,259 286,354 286,354 157,495 443,849
4 69 2,908,782 10,904,469 11,747,041 311,832 311,832 171,508 483,339
5 70 2,885,093 13,649,634 14,632,133 340,764 340,764 187,420 528,183
---------- ----------
1,446,140 2,241,517
6 71 2,847,397 18,389,176 17,479,530 387,261 387,261 212,994 600,255
7 72 2,796,859 19,399,760 20,276,390 446,948 446,948 245,821 692,770
8 73 2,751,314 22,800,713 23,027,705 501,845 501,845 276,015 777,860
9 74 2,697,765 25,602,266 25,725,471 585,066 565,066 310,786 875,852
10 75 2,634,069 28,359,541 28,359,541 841,701 641,701 352,936 994,637
---------- ----------
3,988,961 6,182,890
11 76 2,669,939 30,929,481 30,929,481 720,397 720,397 396,218 1,116,615
12 77 2,495,609 33,425,092 33,425,092 815,390 815,390 448,465 1,263,855
13 78 2,411,443 35,836,536 35,836,536 920,831 920,831 506,457 1,427,289
14 79 2,311,345 38,147,881 38,147,881 1,035,820 1,035,820 569,701 1,605,521
15 80 2,196,178 40,344,060 40,344,060 1,171,008 1,171,006 644,053 1,815,059
---------- ----------
8,652,405 13,411,228
16 81 2,021,854 42,365,914 42,365,914 1,369,686 1,369,686 753,327 2,123,013
17 82 1,327,019 43,692,933 43,892,933 1,556,351 1,440,962 855,993 2,296,955
18 83 1,051,975 44,744,909 44,744,909 1,845,750 1,721,748 1,015,162 2,736,910
19 84 826,960 45,571,869 45,571,869 2,242,486 2,015,452 1,233,368 3,248,819
20 85 37,915,869 7,656,000 7,856,000 235,221 94,088 129,371 223,460
---------- ----------
15,294,341 24,040,385
21 86 7,656,000 0 0 0 0 0 0
22 87 0 0 0 0 0 0 0
23 88 0 0 0 0 0 0 0
24 89 0 0 0 0 0 0 0
25 90 0 0 0 0 0 0 0

Trust Values
----------------------

Net Net
Cash Death
Year Age Value Benefit
---- --- ----- -------

PV @ 6.0%
------------------------
1 66 0 51,611,304
2 67 0 50,636,644
3 68 0 50,058,326
4 69 0 49,802,423
5 70 108,412 49,896,834

6 71 304,645 50,375,170
7 72 551,321 51,227,845
8 73 927,828 50,581,530
9 74 2,093,126 50,212,686
10 75 3,925,594 50,270,802

11 76 5,861,319 50,420,484
12 77 8,087,902 50,638,130
13 78 10,565,843 51,054,863
14 79 13,362,406 51,676,346
15 80 16,495,975 52,528,765

16 81 20,034,859 53,690,159
17 82 24,021,959 52,970,552
18 83 28,642,132 54,443,236
19 84 33,829,575 57,352,986
20 85 29,571,262 53,341,867

21 86 38,245,472 53,643,593
22 87 39,393,769 53,965,485
23 88 40,544,553 54,304,361
24 89 41,729,766 54,656,552
25 90 42,963,589 55,510,521

INVOICE

XXXXXXXXX LIFE ASSOCIATES, INC.
000 XXXXX XXXXXX, XXX XXXX, XX 10022-3970/(000) 000-0000
INSURANCE SERVICES SINCE 1917

April 10, 1995

Meditrust
000 0xx Xxxxxx
Xxxxxxx, XX 00000

INSURED: Xxxxxxx X. Xxxxxx

COVERAGE: Split Dollar Life Insurance

EFFECTIVE DATE COMPANY POLICY # NET DEATH BENEFIT PAYOR PREMIUM
-------------- ------- -------- ----------------- ----- -------

4/6/95(A) Prudential 77764308 1,233,390 Meditrust 1,240,640
4/7/95(A) Pacific Mutual 1A 22945630 546,300 Meditrust 546,300
4/7/95(A) Xxxx Xxxxxxx 85350001 703,820 Meditrust 703,820
4/13/95(A) Manulife 58478801 478,500 Meditrust 478,500
---------- -------------- ----------- --------- --------- ---------

2,969,260

PLEASE MAKE CHECKS PAYABLE TO THE RESPECTIVE INSURANCE CARRIERS LISTED ABOVE

PLEASE RETURN COPY WITH REMITTANCE. THANK YOU.

INVOICE

XXXXXXXXX LIFE ASSOCIATES, INC.
000 XXXXX XXXXXX, XXX XXXX XX 00000-0000 (000) 000-0000
INSURANCE SERVICES SINCE 1917

April 10, 1995

Xxxxxxx X. Xxxxxx, Trustee
Xxxxxxx X. Xxxxxx 1995 Irrevocable
Indenture of Trust dated 3/24/95
000 Xxxxx Xxxxxx Xxxx
Xxxx Xxxxx, XX 00000

INSURED: Xxxxxxx X. Xxxxxx

COVERAGE: Split Dollar Life Insurance

NET DEATH
EFFECTIVE DATE COMPANY POLICY # BENEFIT PAYOR PREMIUM
-------------- ------- -------- ------- ----- -------

4/6/95(A) Prudential 77764308 23,766,610 Trust 121,685

4/7/95(A) Pacific Mutual 1A22945630 10,000,000 Trust 43,700

4/7/95(A) Xxxx Xxxxxxx 085350001 10,358,682 Trust 42,160

4/13/95(A) Manulife 58478801 7,487,255 Trust 36,162
-------------- -------------- ----------- ---------- ------ --------
243,707

PLEASE MAKE CHECK PAYABLE TO THE RESPECTIVE INSURANCE CARRIERS LISTED ABOVE

PLEASE RETURN COPY WITH REMITTANCE. THANK YOU

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