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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

the words "two percent (2%)



                                       2



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of the Prior Period Base Rent; provided, however, that, from and after the

Unpaid Accrued Rent Due Date, for the remainder of the Rent Calculation Year

during which such Unpaid Accrued Rent Due Date occurs and for each Rent

Calculation Year thereafter, subject to satisfaction of the aforesaid 75% of

Adjusted Base Patient Revenues test, the amount referenced in this subsection

(b) (ii) shall equal three and one-half percent (3.5%), rather than two percent

(2%), of the Prior Period Base Rent (i.e. from and after the Unpaid Accrued Rent

Due Date, Current Rent shall equal Base Rent)" and substituting in their place

the words "three and one-half percent (3.5%) of the Prior Period Base Rent."



     3. New Definition. Section 2.1 of the Lease is hereby amended by adding

thereto, in the proper alphabetical location, the following new definition:

""Lease Amendment Date": means June 30, 2003."



     4. Article XXVI Amendments. Article XXVI of the Lease is hereby amended in

the following respects:



          (a) Section 26.1 of the Lease is hereby amended by adding to the end

of subsection (j) thereof the word "and" and by adding thereafter the following

new subsections:



     "(k) Within three (3) Business Days following Tenant's receipt thereof,

true, correct and complete copies of all professional negligence, malpractice

and/or general liability actuarial studies, reports and/or analyses prepared

from time to time for or by Tenant or at Tenant's direction other than those

prepared by its independent auditors;



     (l) Within sixty (60) days after the close of each fiscal quarter, for any

insurance company owned or controlled by Tenant (a "Captive Insurance Company"),

an unaudited balance sheet and statement of operations as of the close of each

such period and the related unaudited statements of income, cash flows and

stockholders equity for such period and for the year to date of each Captive

Insurance Company, setting forth in each case in comparative form the

corresponding figures for the previous year, all prepared in accordance with

generally accepted accounting principles and all certified in an Officer's

Certificate to Lessor as being complete and accurate to the best of Tenant's

knowledge, subject to normal year end adjustments;



     (m) Within one hundred eighty (180) days after the close of each Fiscal

Year, for each Captive Insurance Company, a balance sheet and statement of

operations as of the close of such Fiscal Year and the related statements of

income, cash flows and stockholder's equity for such Fiscal Year, in each case

with accompanying notes and schedules, prepared in accordance with generally

accepted accounting principles and audited by a firm of independent certified

public accountants of recognized standing selected by Tenant, which accountants

shall have issued an audit report thereon;



     (n) Contemporaneously with the Lease Amendment Date, copies of the

organizational documents, including, without limitation, any amendments thereto

prior to the Lease Amendment Date, for each Captive Insurance Company, and,

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