BY AND AMONG

Exhibit 10.9

EXECUTION COPY

EXCESS STOCK TRUST AGREEMENT

BY AND AMONG

VENCOR, INC., as Settlor,

VENTAS, INC.

AND

STATE STREET BANK AND TRUST COMPANY, N.A.
as Trustee

April 20, 2001

TABLE OF CONTENTS
(continued)

Page

ARTICLE I DEFINITIONS................................................................... 2

Section 1.1. Definitions................................................................... 2

ARTICLE II ESTABLISHMENT OF TRUST........................................................ 3

Section 2.1. Establishment of the Trust.................................................... 3

Section 2.2. Trustee Powers and Distributions from the Trust............................... 4

Section 2.3. Trustee Owner of Trust Assets................................................. 4

Section 2.4. Costs and Expenses of the Trustee............................................. 4

Section 2.5. Filing of Agreements.......................................................... 4

Section 2.6. Notification of Occurrence of Effective Date.................................. 4

ARTICLE III INTERESTS..................................................................... 5

Section 3.1. Designation of Beneficiary.................................................... 5

Section 3.2. Records Relating to Beneficiary and Interests................................. 5

Section 3.3. Joint Beneficiaries........................................................... 5

Section 3.4. Act of Beneficiary............................................................ 5

ARTICLE IV VOTING AND TRANSFER OF TRUST ASSETS........................................... 6

Section 4.1. Voting........................................................................ 6

Section 4.2. Transfer of Trust Assets...................................................... 7

Section 4.3. NYSE Transactions............................................................. 7

Section 4.4. Restricted Securities......................................................... 7

Section 4.5. Distribution of Shares........................................................ 8

ARTICLE V POWERS AND DUTIES OF THE TRUSTEE.............................................. 8

Section 5.1. Limits on Trustee's Powers.................................................... 8

Section 5.2. Execution by Trustee.......................................................... 8

Section 5.3. Tax Returns and Reports....................................................... 8

Section 5.4. Reporting and Other Informational Requirements; Tax Indemnification........... 9

ARTICLE VI DIVIDENDS AND DISTRIBUTIONS................................................... 10

Section 6.1. Dividends and Distributions................................................... 10

Section 6.2. Dividends Other Than Liquidating Distributions................................ 10

Section 6.3. Liquidating Distributions and Sale Proceeds................................... 10

(i)

TABLE OF CONTENTS
(continued)

Page

ARTICLE VII THE TRUSTEE.................................................................. 11

Section 7.1. Qualifications of Trustee.................................................... 11

Section 7.2. Expenses..................................................................... 11

Section 7.3. Compensation................................................................. 11

Section 7.4. Ventas and Vencor Loans to the Trust......................................... 11

Section 7.5. Resignation and Removal of Trustee; Appointment of Successor Trustee......... 11

Section 7.6. Acceptance of Appointment by Successor....................................... 12

Section 7.7. Merger, Conversion, Consolidation or Succession to Business.................. 12

Section 7.8. Collection of Claims by Trust................................................ 13

Section 7.9. No Liability of Beneficiary.................................................. 13

Section 7.10. Liability of the Trustee..................................................... 13

Section 7.11. Responsibilities of Trustee.................................................. 14

ARTICLE VIII TERMINATION.................................................................. 15

Section 8.1. Termination of the Trust..................................................... 15

Section 8.2. Actions of Trustee upon Termination.......................................... 15

Section 8.3. Termination of Obligations of the Trustee.................................... 15

ARTICLE IX AMENDMENT.................................................................... 16

Section 9.1. Amendments................................................................... 16

Section 9.2. Trustee Not Required to Enter into Any Amendments............................ 16

ARTICLE X ACCOUNTING................................................................... 16

Section 10.1. Accounting................................................................... 16

Section 10.2. Lost Beneficiary............................................................. 17

ARTICLE XI MISCELLANEOUS................................................................ 17

Section 11.1. Successors and Assigns; Third Party Beneficiaries; Limitation on Liability... 17

Section 11.2. Payment of Costs for Frivolous Claims........................................ 18

Section 11.3. Notices...................................................................... 18

Section 11.4. Mailing to Beneficiary....................................................... 19

Section 11.5. Governing Law................................................................ 19

Section 11.6. Waivers...................................................................... 19

(ii)

TABLE OF CONTENTS
(continued)

Page

Section 11.7. Reproduction of Documents.................................................... 20

Section 11.8. Dispute Resolution........................................................... 20

Section 11.9. Consent to Jurisdiction and Service.......................................... 20

Section 11.10. Waiver of Jury Trial......................................................... 20

Section 11.11. Force Majeure................................................................ 21

Section 11.12. Counterparts................................................................. 21

Section 11.13. Entire Agreement............................................................. 21

Section 11.14. Descriptive Headings......................................................... 21

Section 11.15. Severability................................................................. 21

(iii)

EXCESS STOCK TRUST AGREEMENT

THIS EXCESS STOCK TRUST AGREEMENT, dated as of April 20, 2001, is
made and entered into by and among Vencor, Inc. (to be renamed "Kindred
Healthcare, Inc."), a Delaware corporation ("Vencor" or "Settlor"), Ventas,
Inc., a Delaware corporation ("Ventas"), State Street Bank and Trust Company,
N.A., a national banking association, as trustee and any Transfer Agent that may
from time to time become a party to this Agreement.

WITNESSETH:

WHEREAS, as of the date hereof, Xxxxx Healthcare Corporation
("Xxxxx") beneficially owns over nine percent (9%), in number of shares or
value, of the outstanding common stock (the "Ventas Common Stock"), par value
$.25 per share, of Ventas, which has elected to be treated as a real estate
investment trust (a "REIT') under Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), and Xxxxx has the right, subject to certain
limitations and conditions, under the Certificate of Incorporation, as amended,
of Ventas (the "Ventas Charter") to exceed the beneficial ownership limitations
set forth in the Ventas Charter without any action on the part of the board of
directors of Ventas, and, as such, Xxxxx is an "Existing Holder" within the
meaning of Article Tenth of the Vencor Amended and Restated Certificate of
Incorporation (the "Vencor Charter");

WHEREAS, under the Code, Ventas is deemed to be the beneficial owner
of a portion of the outstanding shares of common stock, par value $ 01 per
share, of Vencor (the "Vencor Common Stock");

WHEREAS, Article Tenth of the Vencor Charter provides that upon any
purported transfer or other event that under the Code would, if such transfer or
event were effective, result in Xxxxx beneficially owning any shares of Vencor
capital stock that would exceed certain limitations when combined with shares of
Vencor capital stock beneficially owned by Ventas, the shares of Vencor capital
stock beneficially owned by Xxxxx (the "Subject Shares") shall automatically be
designated as Excess Stock and transferred to a trustee, as trustee for a trust,
irrespective of any action or inaction by the board of directors of Vencor; and

WHEREAS, Settlor wishes to engage the Trustee to act, and the Trustee
is willing to act, as Trustee hereunder and, in that capacity, to hold,
administer and distribute the shares deposited in trust hereunder in accordance
with, and subject to, the terms of this Agreement;

WHEREAS, this Trust is intended to constitute the trust provided for
in Article Tenth of the Vencor charter.

NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, the following
terms have the meanings set forth below. Capitalized terms that are used but not
defined herein should have the meaning assigned to such terms in the Vencor
Charter as in effect on the date hereof, a copy of which is attached hereto as
Exhibit A.

"Act" means the act of a Beneficiary as described in Section 3.4(a).

"Agreement" means this Excess Stock Trust Agreement, as amended in
accordance with Article IX.

"Beneficiary" means any Person or Persons that beneficially own an
Interest in the Trust hereunder, as shown on the records of the Trustee, and
that meet the criteria described in Sections 170(b)(1)(A) and 170(c) of the
Code, as established by a written confirmation thereof provided to the Trustee
by Settlor.

"Business Day" means a day, other than a Saturday or a Sunday, on
which commercial banks are not required or authorized to close in the City of
New York.

"Code" has the meaning set forth in the recitals of this
Agreement.

"Effective Date" means the effective date of the designation of
shares of Vencor capital stock as shares of Excess Stock under Section A.(3) of
Article Tenth of the Vencor Charter.

"Indemnified Party" means the Trustee and any affiliate,
director, officer employee, agent or advisor of the Trustee.

"Interest" means an interest in the Trust Assets beneficially owned
by the Beneficiary. An Interest entitles the Beneficiary to certain rights,
including the right to: (i) receive distributions of income earned on the Trust
Assets and to receive the principal of the Trust on termination thereof as
provided in this Agreement; and (ii) instruct the Trustee to vote such Trust
Assets on certain matters, each as further described in and limited by the terms
of this Agreement.

"Vencor" has the meaning set forth in the recitals of this Agreement.

"Vencor Charter" has the meaning set forth in the recitals of this
Agreement.

"Vencor Common Stock" has the meaning set forth in the recitals of
this Agreement.

"Person" means an individual, corporation, limited liability company,
joint venture, partnership, association, trust, trustee, unincorporated entity,
organization or government (including its departments or agencies).

"REIT" has the meaning set forth in the recitals of this Agreement.

"Settlor" has the meaning set forth in the first paragraph of this
Agreement.

"Subject Shares" has the meaning set forth in the recitals hereto.

"Xxxxx" has the meaning set forth in the recitals of this Agreement.

"Transfer" means a sale, assignment, contribution, distribution,
encumbrance, pledge, hypothecation or other disposition.

"Transfer Agent" means any party retained by Ventas or Vencor to
monitor the outstanding shares of Vencor capital stock and any transfers thereof

"Trust" means the trust established under this Agreement to hold the
Trust Assets for the exclusive benefit of the Beneficiary.

"Trust Assets" means the assets of the Trust, including, but not
limited to, the Trust's interest in (a) the Subject Shares, (b) any property or
other securities issued in exchange for or with respect to such Subject Shares
and held in the Trust as contemplated in Article VI, (c) any other assets
acquired by the Trust, and (d) any income or distributions earned on or with
respect to property held by the Trust.

"Trustee" means the trustee of the Trust designated by the board of
directors of Vencor. The initial Trustee is State Street Bank and Trust Company,
N.A.

"Ventas" has the meaning set forth in the recitals of this Agreement.

"Ventas Charter" has the meaning set forth in the recitals of this
Agreement.

"Ventas Common Stock" has the meaning set forth in the recitals of
this Agreement.

ARTICLE II
ESTABLISHMENT OF TRUST

Section 2.1. Establishment of the Trust.

(a) Settlor hereby irrevocably grants, conveys, deposits, transfers
and assigns to the Trustee, in trust for the benefit of the Beneficiary
the following:

(i) effective as of the date hereof, cash in the amount of
$4,010; and

(ii) effective as of the Effective Date, the Subject Shares.

(b) The Trust created hereby is formed under the law of New York, and
the Trustee shall make filings, if any, required by applicable law to
continue the existence and validity of the Trust.

Section 2.2. Trustee Powers and Distributions from the Trust.

(a) The Trustee shall have no power to (i) Transfer the Subject
Shares, (ii) vary the Trust Assets of the Trust in order to seek to take
advantage of variations in the market, or (iii) engage in any other
activity with respect to the Trust Assets expressly as provided in this
Agreement, and except for (x) Transfers of the Subject Shares permitted by
Section 4.2, (y) distributions of the Trust Assets permitted by Article
VI, and (z) investment of cash in the Trustee's Janus Government Money
Market Fund (#882), or in demand and time deposits in banks or savings
institutions, short-term certificates of deposit or Treasury bills as the
Trustee shall determine in its discretion ("Temporary Cash Investments");
provided that no investment shall be required if the cash balance of the
Trust Assets is less than $100.

(b) The Trustee shall distribute any dividends, distributions or
other property received with respect to the Trust Assets to the
Beneficiary and the Purported Record Transferee as provided in Article VI.

(c) The Trustee shall have no liability for any investment losses
suffered, including without limitation any market loss on any investment
liquidated prior to maturity in order to make a payment required
hereunder. Any earnings received on any such investment shall be added to
and shall become part of the Trust Assets.

Section 2.3. Trustee Owner of Trust Assets. Except to the extent
expressly provided in this Agreement, the Trustee on behalf of the Trust shall
be considered the sole owner or holder of the Trust Assets for all purposes,
including, but not limited to, the payment of dividends and other distributions
with respect to the Trust Assets and the giving of any vote assent or consent as
owner of the Trust Assets. The Beneficiary shall not have legal title part of
the assets of the Trust. Legal title to the Trust Assets of the Trust and all
other assets of the Trust shall be vested in the Trustee.

Section 2.4. Costs and Expenses of the Trustee. The Trust shall pay
or reimburse the Trustee directly for all costs and expenses relating to the
Trust, including, but not limited to, the fees and expenses of the Trustee as
provided in Article VII.

Section 2.5. Filing of Agreements. The Trustee shall file copies of
this Agreement with appropriate governmental entities to the extent required
under applicable law, as specifically instructed by Settlor in writing.

Section 2.6. Notification of Occurrence of Effective Date. (a) Vencor
and the Transfer Agent shall notify the Trustee and Ventas, and (b) Ventas shall
notify Vencor and the Trustee, of the occurrence of the Effective Date by
telecopy in accordance with Section 11.3 in each case within one Business Day of
such party becoming aware of such occurrence. Each such notice shall, to the
extent known, specify the Effective Date and the number of shares of Vencor
capital stock that have been designated as Excess Stock. The Trustee may
conclusively rely on any such notification.

ARTICLE III
INTERESTS

Section 3.1. Designation of Beneficiary. The board of directors of
Vencor may name the Beneficiary or Beneficiaries of the Trust pursuant to the
terms of the Vencor Charter. If a Beneficiary of the Trust has not been so
named, and a designation of Vencor capital stock as Excess Stock under the
Vencor Charter is subsequently discovered, the Beneficiary of the Trust shall
automatically be the United States Treasury Department of the United States
government, irrespective of any action or inaction on the part of the Trustee or
the board of directors of Vencor; provided, however, that the absence of a
Beneficiary shall not affect the designation of shares of Vencor capital stock
as Excess Stock or Settlor's grant, conveyance, deposit, transfer and assignment
of the Excess Stock to the Trustee hereunder.

Section 3.2. Records Relating to Beneficiary and Interests. The
Trustee shall keep correct books of account of all transactions of the Trust
relating to the Interests, and to the extent the Trustee has received written
notification of the same, including a record of the name and address of the
Beneficiary and the Beneficiary's Interests. The Trustee shall promptly record
all transactions relating to the Interests. Absent manifest error, ownership of
the Beneficiary's Interests shall be as shown on, and the transfer of the
ownership thereof will be effected only through, records maintained by the
Trustee in accordance with this Agreement and the Trustee's customary practices.

Section 3.3. Joint Beneficiaries. If multiple Persons constitute a
single Beneficiary, payments made to such Beneficiary pursuant to this Agreement
shall be distributed by the Trustee jointly to or on behalf of those Persons in
accordance with the Trustee's customary practices.

Section 3.4. Act of Beneficiary.

(a) Any request, demand, authorization, direction, notice, consent,
assent, waiver or other action provided by this Agreement to be given or
taken by the Beneficiary may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by the Beneficiary in
person or by an agent duly appointed in writing. Except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to the Trustee. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Beneficiary signing such
instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and conclusive in favor of the Trustee, if made in the
manner provided in this Section 3.4.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to such Person
the execution thereof or by other instruments or certificates utilized by
the Trustee in its customary practices. Where such execution is by an
officer of a corporation

or a member of a partnership on behalf of such corporation or partnership
(or a Person having similar authority in any other entity), such
certificate or affidavit shall also constitute sufficient proof of that
Person's authority.

(c) Notwithstanding the foregoing, the Trustee shall not be required
to accept any request, demand, authorization, direction, notice, consent,
assent, waiver or other action provided by this Agreement in any form
other than as expressly provided in this Agreement; any such request,
demand, authorization, direction, notice, consent, assent, waiver or other
action shall become effective only upon acceptance.

ARTICLE IV
VOTING AND TRANSFER OF TRUST ASSETS

Section 4.1. Voting.

(a) The Trustee shall have the exclusive and absolute right in
respect of the Trust Assets to vote, assent or consent the Trust Assets on
behalf of the Beneficiary at all times during the term of the Trust,
including, but not limited to, the right to vote at any election of
directors and in favor of or in opposition to any resolution for any
dissolution, liquidation, merger or consolidation of Vencor, any sale of
all or substantially all of Vencor's assets, any issuance or authorization
of securities, or any action of any character whatsoever which may be
presented at any meeting or require the consent of stockholders of Vencor.
Subject to the Delaware General Corporation Law, any vote cast by a
Purported Record Transferee with respect to the Trust Assets prior to the
discovery by Vencor that the shares of Excess Stock were held in trust
will be rescinded ab initio; provided, however, that if Vencor has already
taken irreversible action with respect to the matter voted on or consented
to by the Vencor stockholders, then the vote cast by the Purported Record
Transferee shall not be rescinded. The Purported Record Transferee shall
be deemed to have given an irrevocable proxy to the Trustee to vote the
Trust Assets for the benefit of the Beneficiary. The Trustee's exercise of
its right to vote, assent or consent the Trust Assets on behalf of the
Beneficiary shall be governed by this Section 4.1.

(b) On all matters the Trustee shall vote, assent or consent the
Trust Assets in favor of or in opposition to such matter, or abstain from
voting on such matter, in accordance with the instructions received from
the Beneficiary providing direction to the Trustee or, if no such
instructions are received from the Beneficiary at least three Business
Days prior to the date of such vote, as determined by the Trustee in its
sole discretion.

(c) The Trustee shall mail all proxy and related materials received
by the Trustee relating to a vote of the Trust Assets to the Beneficiary
as of the record date for the vote to the address of the Beneficiary as it
appears on the records of the Trustee, as soon as reasonably practicable
after receiving such materials. The Trustee shall not be required to mail
the materials until the Trustee has received sufficient quantities of the
materials to be mailed to each Beneficiary (in the case of multiple
Beneficiaries) and

payment of all of its fees and expenses for the mailing from the Person
that has requested such vote.

(d) All materials sent to the Beneficiary pursuant to this Section
direct the Beneficiary to return the voting instructions to the Trustee.
If the Trustee shall have received more than one instruction from the
Beneficiary, the last valid received shall control.

(e) Beneficiary shall be entitled to direct the Trustee as provided
in this Section 4.1 only if it is listed as such on the Trustee's records
on the record date for a proposed stockholder vote. When interests are
held jointly by several Beneficiaries, any one of them may direct the
Trustee as provided in this Section 4.1, but if more than one of them
shall do so, the last valid instruction received shall control.

(f) The Trustee may vote, assent or consent with respect to all Trust
Assets in person or by such person or persons as it may from time to time
select as its proxy, provided that the Trustee shall vote at all times in
conformity with the provisions of this Section 4.1.

Section 4.2. Transfer of Trust Assets. The Trustee shall have no
authority to Transfer the Trust Assets, except for:

(a) Temporary Cash Investments permitted by Section 2.2;

(b) Transfers of the Subject Shares, which the Trustee is hereby
directed to use commercially reasonable efforts to effect within 45 days
after the Trustee receives notice of the occurrence of the Effective Date
pursuant to Section 2.6 hereof through the use of the Trustee's affiliated
brokerage service or otherwise as the Trustee shall in its discretion
determine, either (i) through the facilities of the New York Stock
Exchange or other national securities exchange or (ii) in a private sale
to a Person or Persons (in each case, as defined in the Vencor Charter)
that provide a written certification to the Trustee that their Beneficial
Ownership of such shares shall not cause Xxxxx to be treated as a
Beneficial Owner of any of such shares. The Trustee shall have no
obligation to obtain the highest possible price in connection with such a
Transfer of Subject Shares; and

Section 4.3. NYSE Transactions. Nothing in this Agreement shall
preclude the settlement of any transaction entered into through the facilities
of the New York Stock Exchange or other national securities exchange. The fact
that the settlement of any transaction occurs or takes place shall not negate
the effect of any other provision of this Agreement and any transferee in such a
transaction shall be subject to all of the provisions and limitations set forth
in this Agreement.

Section 4.4. Restricted Securities. Settlor and Ventas agree that
they shall be solely responsible for providing, at the cost and expense of
Settlor and Ventas (which costs and expenses shall be shared by Settlor and
Ventas equally), any certification, opinion of counsel or other instrument or
document necessary to comply with or satisfy any transfer restrictions to

which the Trust Assets are subject, including without limitation any opinion of
counsel required to be delivered pursuant to any restrictive legend appearing on
any certificate evidencing the Trust Assets in connection with any distribution
of Trust Assets to be made by the Trustee under or pursuant to this Agreement.
Any such opinion of counsel shall include the Trustee as an addressee or shall
expressly consent to the Trustee's reliance thereon.

Section 4.5. Distribution of Shares. Any distribution of all or a
portion of any stock held by the Trustee as Trust Assets to any one or more of
the Beneficiaries or otherwise shall be made by delivery of the stock
certificate held by the Trustee representing the Trust Assets to Vencor's
transfer agent, endorsed for transfer, with instruction to Vencor's transfer
agent to transfer and issue aggregate number of shares being distributed,
allocated among the Trust Beneficiaries based upon his or her pro rata share of
the Interests according to the percentages set forth on the records kept by the
Trustee (as nearly as practicable), in each case by issuing to each such
Beneficiary a stock certificate representing such allocated shares, registered
in his or her name set forth on the records kept by the Trustee and mailed by
first class mail to such Beneficiary's address set forth on the records kept by
the Trustee (or such other address such as Beneficiary may have previously
instructed the Trustee in writing); and, if less than all the then remaining
shares are to be so distributed and transferred, the Trustee shall instruct
Vencor's transfer agent to issue and return to the Trustee (or its nominee, if
the Trustee shall so instruct) a stock certificate representing the remaining
shares. The Trustee shall have no liability for the actions or omissions of, or
any delay on the part of, Vencor's transfer agent in connection with the
foregoing.

ARTICLE V
POWERS AND DUTIES OF THE TRUSTEE

Section 5.1. Limits on Trustee's Powers. The Trustee shall have only
the powers set forth in this Agreement. It is expressly understood and agreed by
the parties hereto that under no circumstances shall the Trustee be personally
liable for the payment of any expenses of this Agreement except as set forth in
Section 7.10, or be liable for the breach or failure of any obligation
undertaken by the Trustee under this Agreement, except as set forth in Section
7.10.

Section 5.2. Execution by Trustee. All documents executed by the
Trustee in its capacity as trustee shall be executed as follows:

State Street Bank and Trust Company, N.A.,
not in its individual capacity, but solely
as Trustee

By:________________________________________

Section 5.3. Tax Returns and Reports. The Trustee shall prepare and
file or cause to be prepared and filed all United States federal, state and
local tax returns required to be filed by or in respect of the Trust; the Trust
shall reimburse the Trustee for the costs and expenses of preparing and filing
such returns. In this regard, the Trustee shall (a) prepare and

file (or cause to be prepared and filed) the appropriate Internal Revenue
Service form, if any, required to be filed in respect of the Trust in each
taxable year of the Trust and (b) prepare, file and mail (or cause to be
prepared, filed and mailed) all information reports required under United States
federal, state and local tax law in respect of the Beneficiary. The Trustee
shall comply with applicable United States federal, state and local withholding
and backup withholding tax laws and information reporting requirements with
respect to any payments to the Beneficiary under this Agreement (with any such
withholding to be treated as a distribution to the Beneficiary). Settlor and the
Beneficiary agree to cooperate with all reasonable requests for information made
by the Trustee in connection with the performance of its duties relating to all
such reporting requirements set forth herein.

Section 5.4. Reporting and Other Informational Requirements; Tax
Indemnification.

(a) As soon as practicable after the end of each fiscal year of the
Trust and after the termination of the Trust, the Trustee shall prepare
and mail to the Beneficiaries a statement and all required tax
information, reports and returns relating to the status of the Trust
Assets of the Trust and any dividends, interest and gains or losses and
distributions, it has received on or in respect of the Trust Assets of the
Trust.

(b) The Trustee's statement specified in paragraph (a) above shall be
accompanied by instructions as to how the Beneficiary may notify the
Trustee of any discrepancies or errors with respect to such statement. The
Trustee shall use reasonable efforts to resolve any errors and
discrepancies with the Beneficiary as soon as reasonably practicable after
any such notice has been received. The information contained in such
statement shall be binding with respect to the Beneficiary if the
Beneficiary has not notified the Trustee of any errors or discrepancies
within thirty days from the date of mailing of such statement pursuant to
such instructions.

(c) Settlor agrees to request each Beneficiary to provide the Trustee
with a certified tax identification number by signing and returning a Form
W-9 (or Form W-8 BEN, in case of non-U.S. persons) to the Trustee. In the
event its tax identification number is not certified to the Trustee, the
Internal Revenue Code, as amended from time to time, may require
withholding of a portion of any interest or other income earned on the
investment of the Trust Assets.

(d) Settlor agrees (i) to assume any and all obligations imposed now
or hereafter by any applicable tax law with respect to any payment or
distribution of the Trust Assets or performance of other activities under
this Agreement, and (ii) to indemnify and hold the Trustee harmless from
any liability or obligation on account of taxes, assessments, additions
for late payment, interest, penalties, expenses and other governmental
charges that may be assessed or asserted against the Trustee in connection
with, on account of or relating to the Trust Assets, any payment or
distribution of or from the Trust Assets pursuant to the terms hereof or
other activities performed under the terms of this Agreement, including
without limitation any liability for the withholding or deduction of (or
the failure to withhold or deduct) the same, and any liability for failure
to obtain proper certifications or to report properly to governmental
authorities in

connection with this Agreement, including costs and expenses (including
reasonable legal fees and expenses), interest and penalties other than any
such liability or obligation arising out of the gross negligence or
willful misconduct of the Trustee. The foregoing indemnification and
agreement to hold harmless shall survive the termination of this
Agreement.

ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS

Section 6.1. Dividends and Distributions. The Trustee shall promptly
distribute distributions, dividends, interest and sale proceeds received in
respect of the Trust Assets to the Beneficiary and the Purported Record
Transferee in accordance with this Article VI.

Section 6.2. Dividends Other Than Liquidating Distributions. The
Trustee shall promptly distribute to the Beneficiary any dividends (whether
taxable as a dividend, a return of capital or otherwise) on the Subject Shares
(other than liquidating distributions so identified to the Trustee
simultaneously with its receipt thereof), after repaying in full the principal
of and accrued and unpaid interest on any loan made by Ventas and Vencor to the
Trust pursuant to Section 7.4.

Section 6.3. Liquidating Distributions and Sale Proceeds. Upon a
Transfer of Subject Shares pursuant to Section 4.2 or any voluntary or
involuntary liquidation, dissolution or winding up of Vencor, the Trustee shall
first repay in full the principal of and accrued and unpaid interest on any loan
made by Ventas and Vencor to the Trust pursuant to Section 7.4 and then shall
distribute to the Beneficiary and the Purported Record Transferee any net
proceeds with respect to the Subject Shares as follows:

(a) The Trustee shall promptly distribute to the Purported Record
Transferee the lesser of: (A) the proceeds pro rated equally per Subject
Share and (B) the price paid by the Purported Record Transferee as
notified in writing to the Trustee by Vencor, which may rely on a
certificate requested by Vencor from the Purported Record Transferee to
establish such price for the Subject Shares or, if the Purported Record
Transferee did not give value for the Subject Shares or fails to provide
such certificate within 30 days of a request therefor by Vencor, the
Market Price of the Subject Shares on the day of the event causing the
Subject Shares to be held in trust. Any such dividend or distribution, or
any such proceeds from any transfer of Subject Shares, paid to the
Purported Record Transferee in excess of the amount provided for in the
immediately preceding sentence prior to the receipt by the Trustee of
written notification that the shares of capital stock with respect to
which the dividend, distribution or proceeds were paid, had been
designated as Excess Stock shall be repaid by the Purported Record
Transferee upon demand to the Trust for the benefit of the Beneficiary.

(b) The Trustee shall promptly distribute the balance to the
Beneficiaries pro rata in accordance with their Interests.

ARTICLE VII
THE TRUSTEE

Section 7.1. Qualifications of Trustee. There shall at all times be a
Trustee hereunder with respect to the Trust. The Trustee shall be an institution
duly authorized to act as such a trustee in the State of New York that has and
maintains a combined capital and surplus of at least $2.5 million. The combined
capital and surplus of the Trustee shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition published. The
Trustee shall be a Person that is unaffiliated with Vencor, any Purported
Beneficial Transferee and any Purported Record Transferee. If at any time the
Trustee shall cease to be eligible in accordance with this Section 7.1, it shall
resign immediately in the manner and with the effect specified in this
Agreement.

Section 7.2. Expenses. The Trust shall bear the out-of-pocket
expenses Trustee incurred by the Trustee in the performance of its duties under
this Agreement, including, but not limited to, taxes, fees, commissions and
other expenses relating to (i) the issuance of the Trust Assets to the Trust,
(ii) the mailing of notices, forms of election and information to the
Beneficiary and other Persons hereunder, (iii) the making of distribution
payments to the Beneficiary, (iv) all filings of United States federal, state
and local tax returns required to be filed by the Trust or the Trustee, and (v)
all other expenses as the Trustee may deem reasonably necessary and proper for
administering the Trust and this Agreement (including customary and reasonable
fees of legal counsel).

Section 7.3. Compensation. The Trustee shall be entitled to
reasonable fees and expenses for its services as Trustee hereunder as provided
in a separate fee agreement among proceeds Ventas, Vencor and the Trustee, which
is subject to change by the Trustee on an annual basis upon thirty days' prior
written notice.

Section 7.4. Ventas and Vencor Loans to the Trust. To the extent that
the cash available to the Trust is insufficient at any point in time for such
Trust to pay its expenses and other obligations hereunder as they become due,
Ventas and Vencor will make loans to the Trust in equal principal amounts,
payable solely out of the Trust Assets, which loans shall bear interest at the
applicable federal rate in effect on the date of each advance in respect of such
advance and shall be repayable in full prior to any distributions being made to
the Beneficiary of the Trust.

Section 7.5. Resignation and Removal of Trustee; Appointment of
Successor Trustee

(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VII shall become effective
until the acceptance of appointment by a successor Trustee in accordance
with the applicable requirements of Section 7.6

(b) Subject to paragraph (a) above, the Trustee may resign at any
time by giving thirty days' advance written to Vencor and Settlor. If the
instrument of acceptance by the successor Trustee required by Section 7.6
shall not have been delivered to the

Trustee within 30 days after the giving of such notice of resignation, the
Trustee may petition, at the expense of the Trust, any court of competent
jurisdiction of the State of New York for the appointment of a successor
Trustee.

(c) If the Trustee shall resign, the board of directors of Vencor
shall promptly appoint a successor Trustee meeting the requirements of
Section 7.1; provided, however, that no such Trustee may be related or
subordinate to Settlor within the meaning of Section 672(c) of the Code or
any successor provision thereto. The retiring Trustee shall comply with
the applicable requirements of this Article VII.

Section 7.6. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee, the
successor Trustee so appointed shall execute, acknowledge and deliver to
each of the Trust, the retiring Trustee, Vencor, Ventas and the
Beneficiary an instrument accepting such appointment and agreeing to serve
as successor Trustee in accordance with the terms and conditions of this
Agreement, arid thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee. On the request of
Vencor or the successor Trustee, the retiring Trustee shall, upon payment
of all amounts owed it hereunder, execute and deliver any and all
instruments transferring to such successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee and all property and money held
by the retiring Trustee under this Agreement.

(b) Upon request of any such successor Trustee, the retiring Trustee
shall execute and deliver any and all instruments reasonably requested of
it for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers, trusts and duties under this
Agreement.

(c) No institution shall be appointed as successor Trustee unless at
the time of its appointment such institution shall be qualified and
eligible under Section 7.1 and this Section 7.6.

(d) Notice of the successor Trustee's appointment pursuant to this
Article VII shall be contained in the statement mailed to the Beneficiary
pursuant to Section 5.4.

Section 7.7. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated and any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under Sections 7.1 and
7.6, without the execution or filing of any paper or any further act on the part
of any of the parties to this Agreement.

Section 7.8. Collection of Claims by Trust.

(a) In the event that the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, rehabilitation, arrangement,
adjustment, composition or other similar judicial proceeding affects the
Trust Assets, the Trustee shall be entitled and empowered (but not
obligated), to the fullest extent permitted by law, by intervention in
such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of any
assets of the Trust, including, but not limited to, any
income or distributions owing and unpaid in respect of the
Trust Assets, and to file such other papers or documents as
may be necessary or advisable in order to have the claims
of the Trustee, including any claim for the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and of the Beneficiary,
allowed in the judicial proceeding, and

(ii) to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the
same in accordance with Section 6.3;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator,
rehabilitator or other similar official in any such judicial proceeding is
hereby authorized by the Beneficiary to make such payments to the Trustee
and, in the event the Trustee shall consent to the making of such payments
directly to the Beneficiary, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee.

(b) Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of the Beneficiary
any plan of reorganization, rehabilitation, arrangement, adjustment or
composition affecting the Trust Assets or the rights of the Beneficiary or
to authorize the Trustee to vote in respect of the claim of the
Beneficiary in any such proceeding.

Section 7.9. No Liability of Beneficiary. The Beneficiary shall not
be obligated or liable for any liability, cost or expense of the Trust or the
Trustee, all of which liabilities, costs or expenses shall be paid solely out of
the Trust Assets, including without limitation loans made to the Trust by Ventas
and Vencor pursuant to Section 7.4.

Section 7.10. Liability of the Trustee.

(a) The Trustee shall not be liable for any act or omission
undertaken in connection with its powers and duties under this Agreement,
except for any willful misconduct or gross negligence by the Trustee. No
Trustee shall be liable for actions or omissions of its predecessor
Trustee, any successor Trustee or any custodian appointed by the Trustee
under this Agreement. The Trustee shall not be liable in acting on any
notice, request, consent, certificate, instruction or other paper or
document or signature reasonably believed to be genuine and to have been
signed by the proper party. The

Trustee may consult with legal counsel, chosen with reasonable care, and
any act or omission undertaken in good faith in accordance with the
opinion of such legal counsel shall not result in any liability of the
Trustee.

(b) The Trust will indemnify and hold harmless each Indemnified
Party, without duplication, from and against any and all claims, damages,
losses, liability, obligations, actions, suits, costs, disbursements and
expenses (including, but not limited to, reasonable fees and expenses of
counsel) incurred by any Indemnified Party, in any way relating to or
arising out of or in connection with or by reason of any investigation,
litigation or proceeding arising out of this Agreement, the Trust Assets,
the administration of this Agreement or the action or omission of the
Trustee hereunder, except to the extent such claim, damage, loss,
liability, obligation, action, suit, cost, disbursement or expense results
from such Indemnified Party's gross negligence or willful misconduct. The
foregoing indemnification and agreement to hold harmless shall survive the
termination of this Agreement.

Section 7.11. Responsibilities of Trustee.

(a) Settlor and each Beneficiary acknowledges and agrees that the
Trustee (i) shall not be responsible for any of the agreements referred to
or described herein, or for determining or compelling compliance
therewith, and shall not otherwise be bound thereby, (ii) shall be
obligated only for the performance of such duties as are expressly and
specifically set forth in this Agreement on its part to be performed, and
no implied duties or obligations of any kind shall be read into this
Agreement against or on the part of the Trustee, (iii) shall not be
obligated to take any legal or other action hereunder which might in its
judgment involve or cause it to incur any expense or liability unless it
shall have been furnished with acceptable indemnification, (iv) may rely
on and shall be protected in acting or refraining from acting upon any
written notice, instruction (including, without limitation, wire transfer
instructions, whether incorporated herein or provided in a separate
written instruction), instrument, statement, certificate, request or other
document furnished to it hereunder and reasonably believed by it to be
genuine and to have been signed or presented by the proper person, and
shall have no responsibility to make inquiry as to or to determine the
genuineness, accuracy or validity thereof (or any signature appearing
thereon), or of the authority of the person signing or presenting the
same, and (v) may consult counsel satisfactory to it, including in-house
counsel, and the opinion or advice of such counsel in any instance shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in accordance
with the opinion or advice of such counsel.

(b) The Trustee shall not be liable to anyone for any action taken or
omitted to be taken by it hereunder except in the case of the Trustee's
gross negligence or willful misconduct. In no event shall the Trustee be
liable for indirect, punitive, special or consequential damage or loss
(including but not limited to lost profits) whatsoever, even if the
Trustee has been informed of the likelihood of such loss or damage and
regardless of the form of action.

(c) The Trustee shall have no more or less responsibility or
liability on account of any action or omission of any book-entry
depository, securities intermediary or other subescrow agent employed by
the Trustee than any such book-entry depository, securities intermediary
or other subescrow agent has to the Trustee, except to the extent that
such action or omission of any book-entry depository, securities
intermediary or other subescrow agent was caused by the Trustee's own
gross negligence or willful misconduct.

(d) The Trustee is hereby authorized, in making or disposing of any
investment permitted by this Agreement, or in carrying out any sale of the
Trust Assets permitted by this Agreement, to deal with itself (in its
individual capacity) or with any one or more of its affiliates, whether it
or such affiliate is acting as a subagent of the Trustee or for any third
person or dealing as principal for its own account.

(e) Notwithstanding any term appearing in this Agreement to the
contrary, in no instance shall the Trustee be required or obligated to
distribute any Trust Assets (or take other action that may be called for
hereunder to be taken by the Trustee) sooner than two (2) Business Days
after (i) it has received the applicable documents required under this
Agreement in good form, or (ii) passage of the applicable time period (or
both, as applicable under the terms of this Agreement), as the case may
be.

(f) All payments to the Trustee hereunder shall be in U.S. dollars.

ARTICLE VIII
TERMINATION

Section 8.1. Termination of the Trust. The Trust shall be terminated
on the date that Vencor certifies to the Trustee, in writing, that Article Tenth
of the Vencor Charter has terminated according to its terms.

Section 8.2. Actions of Trustee upon Termination. Upon termination of
the Trust, the Trustee shall take such actions as may be necessary to wind up
the Trust and distribute the Trust Assets to the Beneficiary and the Purported
Record Transferee in accordance with Section 6.3.

Section 8.3. Termination of Obligations of the Trustee. The
obligations and responsibilities of the Trustee shall terminate upon the last to
occur of the following: (a) the distribution by the Trustee to the Beneficiary
and the Purported Record Transferee, of all amounts and other properties
required to be distributed upon termination; (b) the payment of all expenses of
the Trust and the repayment of all loans made by Ventas and Vencor to the Trust,
including accrued and unpaid interest thereon; (c) the discharge of all
administrative duties of the Trustee, including the performance of any tax
reporting obligations with respect to the Trust and the Beneficiary; and (d) the
completion of the final accounting of the Trust pursuant to Section 10.1.

ARTICLE IX
AMENDMENT

Section 9.1. Amendments. This Agreement may be amended from time to
time by the Trustee, without the consent of the Beneficiary, (a) to cure any
ambiguity, correct or supplement any provision herein that may be inconsistent
with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Agreement, which shall not be
inconsistent with the other provisions of this Agreement, provided, however,
that such action shall not adversely affect the interests of the Beneficiary;
and (b) to add a "Transfer Agent" as a party to this agreement; (c) at such
times as there are no Subject Shares, with the consent of Vencor and Ventas;
provided, however, that the Trustee shall not amend (i) any provision to which,
by the explicit terms thereof, a third party beneficiary specifically identified
in such provision or in Section 11.1(b) is a party without such third party
beneficiary's prior written consent or (ii) any provision to designate a
Beneficiary that does not meet the criteria described in Sections 170(b)(l)(A)
and 170(c) of the Code. In making determinations as the to the effect on or
qualifications of any Beneficiary hereunder of any proposed amendment of or
designation under this Agreement, the Trustee shall be entitled to conclusively
rely on an opinion of counsel to the effect that such action shall not adversely
affect the interests of the Beneficiary or that the proposed Beneficiary meets
the foregoing criteria.

Section 9.2. Trustee Not Required to Enter into Any Amendments. The
Trustee shall not be required to enter into any amendment of this Agreement that
adversely affects its rights, duties or immunities under this Agreement. The
Trustee shall be entitled to receive and rely conclusively upon an opinion of
nationally recognized counsel, which may be counsel to Settlor or the Trustee,
and a certificate of an officer of Settlor stating that the execution of any
amendment of this Agreement pursuant to this Article IX is authorized and
permitted by this Agreement.

ARTICLE X
ACCOUNTING

Section 10.1. Accounting.

(a) In connection with the termination of the Trust pursuant to
Article VIII, the Trustee shall perform an accounting for the Trust,
whereby, under applicable law, the Trustee shall produce a full account of
the receipts and disbursements incurred during the entire term of the
Trust and provide appropriate notice to Settlor, the Beneficiary, the
Purported Record Transferee and Ventas. If said accounting is a
non-judicial accounting unless the Beneficiary, or its legal
representatives, shall deliver written objections to the Trustee within 30
days after receipt of the accounting, the accounting shall be final and
conclusive with respect to transactions disclosed in the accounting as to
the Beneficiary and the Purported Record Transferee. After settlement of
all objections set forth in a written objection, or after expiration of
the 30 day period without written objection, the Trustee shall no longer
be liable to the Purported Record Transferee or the Beneficiary with
respect to transactions disclosed in the accounting. The Trustee shall
also provide to Ventas such information relating to the Trust, the
Beneficiary and the Purported Record

Transferee and the parties' compliance with the terms of this Agreement as
may be in the possession of the Trustee and which Ventas informs the
Trustee in writing is reasonably relevant to Ventas's qualification as a
REIT under the Code.

(b) Except as provided in this Section 10 1, the Trustee shall not
have any duty to account for the Trust judicially, contractually or
otherwise, and neither the Beneficiary nor the Purported Record Transferee
shall have any right to compel the Trustee to account for the Trust.

Section 10.2. Lost Beneficiary. The Trustee shall not have any duty
to determine the proper address of the Beneficiary if its address is
unavailable, its address, as shown on the records of the Trustee, is an address
at which mail to the Beneficiary is undeliverable, or it has, for any other
reason, failed to exercise dominion or control over or assert a right of
ownership with respect to its Interests or any dividends, distributions or
interest payable with respect to those Interests. The Trustee shall use its
reasonable efforts to determine the proper address of the Beneficiary, which, in
the reasonable judgment of the Trustee, are consistent with industry standards.
Any Trust Assets that the Trustee is unable to distribute to the Beneficiary
shall be paid to the United States Treasury Department of the United States
government.

ARTICLE XI
MISCELLANEOUS

Section 11.1. Successors and Assigns; Third Party Beneficiaries;
Limitation on Liability.

(a) This Agreement shall bind and inure to the benefit of each of the
parties hereto and each and all of their respective successors and
assigns.

(b) The Purported Record Transferee is an intended third party
beneficiary of, and may enforce (subject to Sections 11.1(c) and 11.2
hereof), the provisions of Sections 6.3, 10.1 and 11.3. Except as provided
in the immediately preceding sentence, this Agreement shall not confer any
rights or remedies upon any person or entity other than the parties hereto
and their respective permitted successors and assigns.

(c) Notwithstanding the foregoing, neither Vencor (including its
affiliates, subsidiaries, estates in bankruptcy, and all successors in
interest thereof), nor any present or former director, officer,
shareholder, employee, agent or representative thereof, shall have any
liability whatsoever to any Person for monetary damages (in law or equity,
and including but not limited to directly or indirectly, derivatively,
jointly or severally, by action for indemnity or contribution, or in any
other way) to Ventas or any director, officer, shareholder, employee,
agent, representative or creditor thereof) for any acts or omissions, with
respect to the terms of this Agreement, which acts (or omissions) are
taken in good faith in accordance with the provisions of this Agreement
and Article Tenth of the Vencor Charter

Section 11.2. Payment of Costs for Frivolous Claims. If any claim,
counterclaim or cross-claim brought by the Trustee, Vencor, Ventas, the
Purported Record Transferee, the Transfer Agent or the Beneficiary in any legal
proceeding related to this Agreement shall be found by the tribunal or court to
be frivolous, such party shall pay the costs, including reasonable attorneys'
fees and disbursements, of defending such frivolous claim, counterclaim or
cross-claim. No party to this Agreement shall have any liability for either (a)
any punitive, exemplary, consequential or similar damages or (b) any action
taken in good faith in accordance with the provisions of this Agreement.

Section 11.3. Notices. All notices and other communications given or
made pursuant to this Agreement shall be in writing (including telecopy, telex
or similar writing) and shall be deemed to have been duly given or made (i) if
given by telecopy, when such telecopy is transmitted to the telecopy number
specified in this Section 11.3 (receipt electronically confirmed by the sender's
telecopy machine) if during normal business hours of the recipient, otherwise on
the next Business Day, or (ii) if given by any other means, as of the date
delivered if delivered personally or by overnight courier or two (2) business
days after being mailed if mailed by registered or certified mail (postage
prepaid, return receipt requested) to the parties or the Beneficiary at the
following addresses (or at such other address for a party as shall be specified
by written notice to the other parties which shall be effective upon receipt):

(a) If to the Beneficiary, to the addresses of such Beneficiary as
shown on the records of the Trustee,

(b) If to the Trustee:

. by first class mail, to:

State Street Bank and Trust Company, N.A.
Corporate Trust, 0xx Xxxxx
0 Xxxxxx xx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Vencor Trust

. if by fax, addressed
as above and sent to
the following telecopy number:
Fax: 000-000-0000

. if by hand, certified or
registered mail or overnight courier
or delivery, to:

Xxxxx Xxxxxx Bank and Trust Company, N.A.
Global Investors Services Group
Corporate Trust,
X.X. Xxx 000
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Vencor Trust

Vencor, Inc.
One Vencor Place
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000

(d) If to Ventas:

Ventas, Inc.
0000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: T. Xxxxxxx Xxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000

Section 11.4. Mailing to Beneficiary. Notices and other
communications to be mailed to the Beneficiary under this Agreement may be sent
by telecopy, telex or similar writing, first class mail, Federal Express, UPS or
other nationally recognized courier service or, if the Beneficiary has consented
to distribution through electronic media, by e-mail or other electronic means.
Any materials required or permitted to be mailed to the Beneficiary under this
Agreement may be mailed together with any other materials, notices or other
communications to be sent to the Beneficiary hereunder.

Section 11.5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH
PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF
ANOTHER STATE.

Section 11.6. Waivers. No course of conduct shall constitute a waiver
of any of the terms and conditions of this Agreement, unless such waiver is
specified in writing, and then only to the extent so specified. A waiver of any
of the terms and conditions of this Agreement on one occasion shall not
constitute a waiver of the other terms of this Agreement, or of such terms and
conditions on any other occasion. Notwithstanding any other provision hereof,
consent to an alteration or modification of this Agreement may not be signed by
means of an e-mail address.

Section 11.7. Reproduction of Documents. This Agreement and all
documents thereto, including, without limitation, (a) consents, waivers and
modifications which may hereafter be executed, and (b) certificates and other
information previously or hereafter maybe reproduced by any photographic,
photostatic, microfilm, optical disk, microcard, miniature photographic or other
similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

Section 11.8. Dispute Resolution. It is understood and agreed that,
should any dispute arise with respect to the delivery, ownership, right of
possession, and/or disposition of the Trust Assets, or should any claim be made
upon the Trustee or the Trust Assets by a third party, the Trustee upon receipt
of notice of such dispute or claim is authorized and shall be entitled (at its
sole option and election) to retain in its possession without liability to
anyone, all or any of said Trust Assets until such dispute shall have been
settled either by the mutual written agreement of the parties involved or by a
final order, decree or judgment of a court in the United States of America, the
time for perfection of an appeal of such order, decree or judgment having
expired. The Trustee may, but shall be under no duty whatsoever to, institute or
defend any legal proceedings which relate to the Trust Assets.

Section 11.9. Consent to Jurisdiction and Service.

(a) In connection with any action or proceeding to which the Trustee
is a party (other than an action or proceeding in the nature of an
interpleader action in which the Trustee is acting solely as a
stakeholder), each of the parties hereto hereby absolutely and irrevocably
consents and submits to the jurisdiction of the courts located in the
Commonwealth of Massachusetts, and of any Federal court located in said
Commonwealth in connection with any actions or proceedings arising out of
or relating to this Agreement.

(b) In connection with any action or proceeding other than those
described in paragraph (a), each of the parties hereto hereby absolutely
and irrevocably consents and submits to the jurisdiction of the courts
located in the State of New York, and of any Federal court located in said
State in connection with any actions or proceedings arising out of or
relating to this Agreement.

(c) In such action or proceeding, the parties hereto each hereby
absolutely and irrevocably (i) waives any objection to jurisdiction or
venue specified in this Section, (ii) waives personal service of any
summons, complaint, declaration or other process, and (iii) agrees that
the service thereof may be made by certified or registered first-class
mail directed to such party, as the case may be at their respective
addresses set forth in Section 11.3, or in the case of the Beneficiary in
accordance with the records maintained by the Trustee.

Section 11.10. Waiver of Jury Trial. THE TRUSTEE AND SETTLOR AND EACH
BENEFICIARY HEREBY WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES

ARISING IN ANY ACTION OR PROCEEDING BETWEEN THEM OR THEIR SUCCESSORS OR ASSIGNS,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS PROVISIONS OR ANY
NEGOTIATIONS IN CONNECTION HEREWITH.

Section 11.11. Force Majeure. The Trustee shall not be responsible
for delays or failures in performance beyond its control. Such acts shall
include but not be limited to acts resulting from acts of God, strikes,
lockouts, riots, acts of war, epidemics, governmental regulations superimposed
after the fact, fire, communication line failures, computer viruses, power
failures, earthquakes or other disasters.

Section 11.12. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

Section 11.13. Entire Agreement. This Agreement contains the entire
agreement among the parties hereto regarding the subject matter of this
Agreement. This Agreement supersedes all prior agreements, representations,
warranties, statements, promises, information, arrangements and understandings,
whether oral or written, express or implied, with respect to the subject matter,
all of which are specifically integrated into this Agreement. No party hereto
shall be bound by or charged with any oral or written agreements,
representations, warranties, statements, promises, information, arrangements or
understandings, express or implied, not specifically set forth herein; and the
parties hereto further acknowledge and agree that in entering into this
Agreement they have not in any way relied and will not rely in any way on any of
the foregoing not specifically set forth herein.

Section 11.14. Descriptive Headings. The descriptive headings of the
several sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

Section 11.15. Severability. In the event that any one or more of the
provisions contained in this Agreement or in any other instrument referred to
herein, shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, then to the maximum extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement or any other such instrument. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall
be added as a part of this Agreement a provision as similar in terms to such
invalid or unenforceable provision as may be possible and be valid and
enforceable.

IN WITNESS WHEREOF, the parties hereto have caused this Agreements to
be executed as of the date first written above.

VENCOR, INC.

By: /s/ Xxxxxxx X. Xxxxxxxxxxx
--------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President & Chief Financial Officer

VENTAS, INC.

By: /s/ T. Xxxxxxx Xxxxx
-------------------------------------------------
Name: T. Xxxxxxx Xxxxx
Title: Executive Vice President and General Counsel

STATE STREET BANK AND TRUST
COMPANY, N.A., not in its individual capacity but
solely as Trustee

By: /s/ Xxxxxx X. XxxXxxxxx
--------------------------------------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Vice President

COMMONWEALTH OF KENTUCKY )

:ss.:

COUNTY OF Jefferson),

On the 20/th/ day of April , 2001, before me personally appeared
------ -----
Xxxxxxx X. Xxxxxxxxxxx , personally own to me or proved to me on the basis of
----------------------
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she/he executed the same in
her/his capacity and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the City of Louisville, Commonwealth of Kentucky.

/s/ Xxxxx Xxxxx
----------------------------------
Notary Public
My Commission expires 8/22/2003

COMMONWEALTH OF KENTUCKY )

:ss.:

COUNTY OF Jefferson),

On the 20/th/ day of April , 2001, before me personally appeared T.
------ ----- --
Xxxxxxx Xxxxx , personally own to me or proved to me on the basis of
-------------
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she/he executed the same in
her/his capacity and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the City of Louisville, Commonwealth of Kentucky.

/s/ Xxxxxxxx Xxxxx
----------------------------------
Notary Public
Notary Public, State at Large, KY
My Commission expires June 2, 0000

XXXXXXXXXXXX XX XXXXXXXX )

:ss.:

COUNTY OF SUFFOLK ),

On the 20/th/ day of April , 2001, before me personally appeared
------ -----
Xxxxxx X. XxxXxxxxx , personally own to me or proved to me on the basis of
-------------------
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she/he executed the same in
her/his capacity and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the City of Louisville, Commonwealth of Kentucky.

/s/ Xxxxxx Xxxxxx
-------------------------------------
Notary Public
My Commission Expires April 12, 2002

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