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                      CMBS MASTER LEASE AMENDMENT AGREEMENT



                                  BY AND AMONG



                            KINDRED HEALTHCARE, INC.

                              (f/k/a Vencor, Inc.),



                       KINDRED HEALTHCARE OPERATING, INC.

                         (f/k/a Vencor Operating, Inc.),



                                       AND



                              VENTAS FINANCE I, LLC



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                      CMBS MASTER LEASE AMENDMENT AGREEMENT



     THIS CMBS MASTER LEASE AMENDMENT AGREEMENT (hereinafter this "Agreement")

is dated as of the 30 day of June, 2003, and is by and among VENTAS FINANCE I,

LLC, a Delaware limited liability company (together with its successors and

assigns, "Lessor"), having an office at 4360 Brownsboro Road, Suite 115,

Louisville, Kentucky 40207, and KINDRED HEALTHCARE, INC., a Delaware corporation

(f/k/a Vencor, Inc.) ("Kindred"), and KINDRED HEALTHCARE OPERATING, INC., a

Delaware corporation (f/k/a Vencor Operating, Inc.) ("Operator"; Operator,

jointly and severally with Kindred and permitted successors and assignees of

Operator and Kindred, "Tenant"), both having an office at 680 South 4th Avenue,

Louisville, Kentucky 40202.



                                    RECITALS



     A. Lessor's predecessor in interest and Tenant entered into a certain

Master Lease Agreement dated as of December 12, 2001 (as the same may have been

or may hereafter be amended, amended and restated, supplemented, modified,

severed, renewed, extended or replaced, the "Lease"), demising to Tenant certain

properties.



     B. Lessor's affiliate, Ventas Realty, Limited Partnership, and Tenant

entered into an Agreement for Sale of Real Estate and Master Lease Amendments

dated May 14, 2003 (as the same may have been heretofore amended, amended and

restated, supplemented, modified, renewed, extended or replaced, the

"Sale/Amendment Agreement").



     C. Lessor and Tenant desire to amend the Lease on the terms set forth in

this Agreement.



     NOW, THEREFORE, in consideration of the premises and other good and

valuable consideration, the parties hereby agree as follows:



     1. Capitalized Terms. All capitalized terms used herein and not defined

herein shall have the meaning ascribed thereto in the Lease.



     2. No Accrued Rent. Lessor and Tenant acknowledge and agree that a

Refinancing Transaction has occurred and that, therefore, the Base Rent provided

for in the Lease shall at all times be payable on a current basis, not partly on

a current basis and partly on an accrual basis, and, notwithstanding anything to

the contrary contained in the Lease, Lessor and Tenant agree that, for all

purposes of the Lease, (a) Accrued Rent and Accrued Rent Interest shall equal

zero, (b) a Refinancing Transaction shall be deemed to have occurred under

subsection (i), (ii) and/or (iii) of the definition of "Refinancing Transaction"

contained in Section 2.1 of the Lease, (c) Base Rent shall at all times equal

Current Rent and vice versa, (d) the Unpaid Accrued Rent Due Date shall be

deemed to have occurred on the date of this Agreement, (e) Schedule 2.1B of the

Lease is hereby deleted from the Lease, and (f) the definition of "Current Rent"

contained in Section 2.1 of the Lease is hereby amended by deleting therefrom

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