VENTAS INC
ISDA MASTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>ISDA MASTER AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

(Multicurrency - Cross Border)    (ISDA Agreements Subject to New York Law Only)

                                     ISDA(R)

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                           dated as of      August 15, 2002
                                      ---------------------

JPMORGAN CHASE BANK             and           VENTAS REALTY, LIMITED PARTNERSHIP
------------------------------       -------------------------------------------

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: -

1.   Interpretation

(a)  Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)  Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)  Single Agreement. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions.

     (i)   Each party will make each paymerit or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii)  Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such delivery will be made for receipt on the due date in the manner
     customary for the relevant obligation unless otherwise specified in the
     relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
     the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing, (2)
     the condition precedent that no Early Termination Date in respect of the
     relevant Transaction has occurred or been effectively designated and (3)
     each other applicable condition precedent specified in this Agreement.

       Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

(b)  Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)  Netting.  If on any date amounts would otherwise be payable: -

     (i)  in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)  Deduction or Withholding for Tax.

     (i)  Gross-Up. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such deduction
     or withholding is required by any applicable law, as modified by the
     practice of any relevant governmental revenue authority, then in effect. If
     a party is so required to deduct or withhold, then that party ("X") will:

          (1)  promptly notify the other party ("Y") of such requirement;

          (2)  pay to the relevant authorities the full amount required to be
          deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining that such
          deduction or withholding is required or receiving notice that such
          amount has been assessed against Y;

          (3)  promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
          payment to such authorities; and

          (4)  if such Tax is an Indemnifiable Tax, pay to Y, in addition to the
          payment to which Y is otherwise entitled under this Agreement, such
          additional amount as is necessary to ensure that the net amount
          actually received by Y (free and clear of Indemnifiable Taxes, whether
          assessed against X or Y) will equal the full amount Y would have
          received had no such deduction or withholding been required. However,
          X will not be required to pay any additional amount to Y to the extent
          that it would not be required to be paid but for: -

               (A) the failure by Y to comply with or perform any agreement
               contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

               (B) the failure of a representation made by Y pursuant to Section
               3(f) to be accurate and true unless such failure would not have
               occurred but for (I) any action taken by a taxing authority, or
               brought in a court of competent jurisdiction, on or after the
               date on which a Transaction is entered into (regardless of
               whether such action is taken or brought with respect to a party
               to this Agreement) or (II) a Change in Tax Law.

                                       2
                                                                     ISDA(R)1992

<PAGE>

     (ii)    Liability. If: -

             (1) X is required by any applicable law, as modified by the
             practice of any relevant governmental revenue authority, to make
             any deduction or withholding in respect of which X would not be
             required to pay an additional amount to Y under Section 2(d)(i)(4);

             (2) X does not so deduct or withhold; and

             (3) a liability resulting from such Tax is assessed directly
             against X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.   Representations.

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that: -

(a)  Basic Representations.

     (i)   Status. It is duly organised and validly existing under the laws of
     the jurisdiction of its organisation or incorporation and, if relevant
     under such laws, in good standing;

     (ii)  Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance do
     not violate or conflict with any law applicable to it, any provision of its
     constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv)  Consents. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v)   Obligations Binding. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganisation, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).

                                       3
                                                                     ISDA(R)1992

<PAGE>

(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.   Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party: -

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs: -

     (i)   any forms, documents or certificates relating to taxation specified
     in the Schedule or any Confirmation;

     (ii)  any other documents specified in the Schedule or any Confirmation;
     and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or reasonably requested in writing in order to allow such
     other party or its Credit Support Provider to make a payment under this
     Agreement or any applicable Credit Support Document without any deduction
     or withholding for or on account of any Tax or with such deduction or
     withholding at a reduced rate (so long as the completion, execution or
     submission of such form or document would not materially prejudice the
     legal or commercial position of the party in receipt of such demand), with
     any such form or document to be accurate and completed in a manner
     reasonably satisfactory to such other party and to be executed and to be
     delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

                                       4
                                                                     ISDA(R)1992

<PAGE>

organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.   Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party: -

     (i)   Failure to Pay or Deliver. Failure by the party to make, when due,
     any payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii)  Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii) Credit Support Default.

           (1) Failure by the party or any Credit Support Provider of such party
           to comply with or perform any agreement or obligation to be complied
           with or performed by it in accordance with any Credit Support
           Document if such failure is continuing after any applicable grace
           period has elapsed;

           (2) the expiration or termination of such Credit Support Document or
           the failing or ceasing of such Credit Support Document to be in full
           force and effect for the purpose of this Agreement (in either case
           other than in accordance with its terms) prior to the satisfaction of
           all obligations of such party under each Transaction to which such
           Credit Support Document relates without the written consent of the
           other party; or

           (3) the party or such Credit Support Provider disaffirms, disclaims,
           repudiates or rejects, in whole or in part, or challenges the
           validity of, such Credit Support Document;

     (iv)  Misrepresentation. A representation (other than a representation
     under Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v)   Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi)  Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however

                                       5
                                                                     ISDA(R)1992

<PAGE>

     described) in respect of such party, any Credit Support Provider of such
     party or any applicable Specified Entity of such party under one or more
     agreements or instruments relating to Specified Indebtedness of any of them
     (individually or collectively) in an aggregate amount of not less than the
     applicable Threshold Amount (as specified in the Schedule) which has
     resulted in such Specified Indebtedness becoming, or becoming capable at
     such time of being declared, due and payable under such agreements or
     instruments, before it would otherwise have been due and payable or (2) a
     default by such party, such Credit Support Provider or such Specified
     Entity (individually or collectively) in making one or more payments on the
     due date thereof in an aggregate amount of not less than the applicable
     Threshold Amount under such agreements or instruments (after giving effect
     to any applicable notice requirement or grace period);

     (vii)  Bankruptcy. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party: -

            (1) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its creditors;
            (4) institutes or has instituted against it a proceeding seeking a
            judgment of insolvency or bankruptcy or any other relief under any
            bankruptcy or insolvency law or other similar law affecting
            creditors' rights, or a petition is presented for its winding-up or
            liquidation, and, in the case of any such proceeding or petition
            instituted or presented against it, such proceeding or petition (A)
            results in a judgment of insolvency or bankruptcy or the entry of an
            order for relief or the making of an order for its winding-up or
            liquidation or (B) is not dismissed, discharged, stayed or
            restrained in each case within 30 days of the institution or
            presentation thereof; (5) has a resolution passed for its
            winding-up, official management or liquidation (other than pursuant
            to a consolidation, amalgamation or merger); (6) seeks or becomes
            subject to the appointment of an administrator, provisional
            liquidator, conservator, receiver, trustee, custodian or other
            similar official for it or for all or substantially all its assets;
            (7) has a secured party take possession of all or substantially all
            its assets or has a distress, execution, attachment, sequestration
            or other legal process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged, stayed
            or restrained, in each case within 30 days thereafter; (8) causes or
            is subject to any event with respect to it which, under the
            applicable laws of any jurisdiction, has an analogous effect to any
            of the events specified in clauses (1) to (7) (inclusive); or (9)
            takes any action in furtherance of, or indicating its consent to,
            approval of, or acquiescence in, any of the foregoing acts; or

     (viii) Merger Without Assumption. The party or any Credit Support Provider
     of such party consolidates or amalgamates with, or merges with or into, or
     transfers all or substantially all its assets to, another entity and, at
     the time of such consolidation, amalgamation, merger or transfer: -

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

(b)  Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event

                                       6
                                                                     ISDA(R)1992

<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below: -

     (i)    Illegality. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party): -

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party to
            perform, any contingent or other obligation which the party (or such
            Credit Support Provider) has under any Credit Support Document
            relating to such Transaction;

     (ii)   Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii)  Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party, consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all. its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv)   Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X: consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(A)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v)    Additional Termination Event. If any "Additional Termination Event"
     is specified in the Schedule or any Confirmation as applying, the
     occurrence of such event (and, in such event, the Affected Party or
     Affected Parties shall be as specified for such Additional Termination
     Event in the Schedule or such Confirmation).

(c)  Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

                                       7
                                                                     ISDA(R)1992

<PAGE>

6.   Early Termination

(a)  Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  Right to Terminate Following Termination Event.

     (i)   Notice. If a Termination Event occurs, an Affected Party will,
     promptly upon becoming aware of it, notify the other party, specifying the
     nature of that Termination Event and each Affected Transaction and will
     also give such other information about that Termination Event as the other
     party may reasonably require.

     (ii)  Transfer to Avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv)  Right to Terminate. If: -

           (1) a transfer under Section 6(b)(ii) or an agreement under Section
           6(b)(iii), as the case may be, has not been effected with respect to
           all Affected Transactions within 30 days after an Affected Party
           gives notice under Section 6(b)(i); or

           (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
           Merger or an Additional Termination Event occurs, or a Tax Event Upon
           Merger occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then

                                       8
                                                                     ISDA(R)1992

<PAGE>

     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c)  Effect of Designation.

     (i)  If notice designating an Early Termination Date is given under Section
     6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount, if
     any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).

(d)  Calculations.

     (i)  Statement. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation, the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii) Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e)  Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

(f)  Events of Default. If the Early Termination Date results from an Event of
Default: -

          (1) First Method and Market Quotation. If the First Method and Market
          Quotation apply, the Defaulting Party will pay to the Non-defaulting
          Party the excess, if a positive number, of (A) the sum of the
          Settlement Amount (determined by the Non-defaulting Party) in respect
          of the Terminated Transactions and the Termination Currency Equivalent
          of the Unpaid Amounts owing to the Non-defaulting Party over (B) the
          Termination Currency Equivalent of the Unpaid Amounts owing to the
          Defaulting Party.

          (2) First Method and Loss. If the First Method and Loss apply, the
          Defaulting Party will pay to the Non-defaulting Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this Agreement.

          (3) Second Method and Market Quotation. If the Second Method and
          Market Quotation apply, an amount will be payable equal to (A) the sum
          of the Settlement Amount (determined by the

                                       9
                                                                     ISDA(R)1992

<PAGE>

            Non-defaulting Party) in respect of the Terminated Transactions and
            the Termination Currency Equivalent of the Unpaid Amounts owing to
            the Non-defaulting Party less (B) the Termination Currency
            Equivalent of the Unpaid Amounts owing to the Defaulting Party. If
            that amount is a positive number, the Defaulting Party will pay it
            to the Non-defaulting Party; if it is a negative number, the
            Non-defaulting Party will pay the absolute value of that amount to
            the Defaulting Party.

            (4) Second Method and Loss. If the Second Method and Loss apply, an
            amount will be payable equal to the Non-defaulting Party's Loss in
            respect of this Agreement. If that amount is a positive number, the
            Defaulting Party will pay it to the Non-defaulting Party; if it is a
            negative number, the Non-defaulting Party will pay the absolute
            value of that amount to the Defaulting Party.

     (ii)   Termination Events. If the Early Termination Date results from a
     Termination Event:--

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3), if
            Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
            except that, in either case, references to the Defaulting Party and
            to the Non-defaulting Party will be deemed to be references to the
            Affected Party and the party which is not the Affected Party,
            respectively, and, if Loss applies and fewer than all the
            Transactions are being terminated, Loss shall be calculated in
            respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties: -

                (A) if Market Quotation applies, each party will determine a
                Settlement Amount in respect of the Terminated Transactions, and
                an amount will be payable equal to (I) the sum of (a) one-half
                of the difference between the Settlement Amount of the party
                with the higher Settlement Amount ("X") and the Settlement
                Amount of the party with the lower Settlement Amount ("Y") and
                (b) the Termination Currency Equivalent of the Unpaid Amounts
                owing to X less (II) the Termination Currency Equivalent of the
                Unpaid Amounts owing to Y; and

                (B) if Loss applies, each party will determine its Loss in
                respect of this Agreement (or, if fewer than all the
                Transactions are being terminated, in respect of all Terminated
                Transactions) and an amount will be payable equal to one-half of
                the difference between the Loss of the party with the higher
                Loss ("X") and the Loss of the party with the lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is a negative number, X will pay the absolute value of that
            amount to Y.

     (iii)  Adjustment for Bankruptcy. In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv)   Pre-Estimate. The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate of
     loss and not a penalty. Such amount is payable for the loss of bargain and
     the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.

                                       10
                                                                     ISDA(R)1992

<PAGE>

7.     Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that: -

(a)    a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)    a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.     Contractual Currency

(a)    Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)    Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence or sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)    Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)    Evidence of Loss. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

                                       11
                                                                     ISDA(R)1992

<PAGE>

9.     Miscellaneous

(a)    Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)    Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)    Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)    Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)    Counterparts and Confirmations.

       (i)    This Agreement (and each amendment, modification and waiver in
       respect of it) may be executed and delivered in counterparts (including
       by facsimile transmission), each of which will be deemed an original.

       (ii)   The parties intend that they are legally bound by the terms of
       each Transaction from the moment they agree to those terms (whether
       orally or otherwise). A Confirmation shall he entered into as soon as
       practicable and may he executed and delivered in counterparts (including
       by facsimile transmission) or be created by an exchange of telexes or by
       an exchange of electronic messages on an electronic messaging system,
       which in each case will be sufficient for all purposes to evidence a
       binding supplement to this Agreement. The parties will specify therein or
       through another effective means that any such counterpart, telex or
       electronic message constitutes a Confirmation.

(f)    No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)    Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.    Offices; Multibranch Parties

(a)    If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered into.

(b)    Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)    If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.    Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                       12
                                                                     ISDA(R)1992

<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.    Notices

(a)    Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated: -

       (i)    if in writing and delivered in person or by courier, on the date
       it is delivered;

       (ii)   if sent by telex, on the date the recipient's answerback is
       received;

       (iii)  if sent by facsimile transmission, on the date that transmission
       is received by a responsible employee of the recipient in legible form
       (it being agreed that the burden of proving receipt will be on the sender
       and will not be met by a transmission report generated by the sender's
       facsimile machine);

       (iv)   if sent by certified or registered mail (airmail, if overseas) or
       the equivalent (return receipt requested), on the date that mail is
       delivered or its delivery is attempted; or

       (v)    if sent by electronic messaging system, on the date that
       electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)    Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.    Governing Law and Jurisdiction

(a)    Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)    Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably: -

       (i)    submits to the jurisdiction of the English courts, if this
       Agreement is expressed to be governed by English law, or to the
       non-exclusive jurisdiction of the courts of the State of New York and the
       United States District Court located in the Borough of Manhattan in New
       York City, if this Agreement is expressed to be governed by the laws of
       the State of New York; and

       (ii)   waives any objection which it may have at any time to the laying
       of venue of any Proceedings brought in any such court, waives any claim
       that such Proceedings have been brought in an inconvenient forum and
       further waives the right to object, with respect to such Proceedings,
       that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)    Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

                                       13
                                                                     ISDA(R)1992

<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d)   Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.    Definitions

As used in this Agreement: -

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means: -

(a)    in respect of obligations payable or deliverable (or which would have
       been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)    in respect of an obligation to pay an amount under Section 6(e) of either
       party from and after the date (determined in accordance with Section
       6(d)(ii)) on which that amount is payable, the Default Rate;

(c)    in respect of all other obligations payable or deliverable (or which
       would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
       Non-default Rate; and

(d)    in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                       14
                                                                     ISDA(R)1992

<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assumingsatisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

                                       15
                                                                     ISDA(R)1992

<PAGE>

been required after that date . For th is purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of: -

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meanings specified in the Schedule.

                                       16
                                                                     ISDA(R)1992

<PAGE>

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which its a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market

                                       17
                                                                     ISDA(R)1992

<PAGE>

value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

                                           VENTAS REALTY, LIMITED PARTNERSHIP
                                           By:  Ventas, Inc.
JPMORGAN CHASE BANK                             General Partner
--------------------------------           -------------------------------------
     (Name of Party)                                  (Name of Party


By:  /s/ Marc E. Costantino                By:  /s/ T. Richard Riney
     ---------------------------                --------------------------------
     Name:  Marc E. Costantino                  Name:  T. Richard Riney
     Title: Vice President                      Title: Executive Vice President
     Date:                                             and General Counsel
                                                Date:

                                       18
                                                                     ISDA(R)1992

<PAGE>

                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT

                           dated as of August 15, 2002

                                     between

    JPMorgan Chase Bank          And         Ventas Realty, Limited Partnership
        ("Party A")                                     ("Party B")

                                     PART 1

                Termination Provisions and Certain Other Matters

(1) "Specified Entity" means, in relation to Party A, for the purpose of:

     Section 5(a)(v), any Affiliate of Party A;

     Section 5(a)(vi), none;

     Section 5(a)(vii), none; and

     Section 5(b)(iv), none;

             and, in relation to Party B, for the purpose of:

     Section 5(a)(v), none;

     Section 5(a)(vi), none;

     Section 5(a)(vii), none; and

     Section 5(b)(iv), none.

(2) "Specified Transaction" will have the meaning specified in Section 14.

(3)  The "Cross-Default" provisions of Section 5(a)(vi) will apply to Party A,
     Party B and any Credit Support Provider of Party B, and for such purpose:

     (a)  "Specified Indebtedness" will have the meaning specified in Section
          14, except that such term shall not include obligations in respect of
          deposits received in the ordinary course of a party's banking
          business.

     (b)  "Threshold Amount" means, with respect to Party A, an amount equal to
          three percent of the shareholders' equity of Party A; and with respect
          to Party B, and any Credit Support Provider of Party B USD10,000,000,
          or the equivalent thereof in any other currency or currencies.

(4)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will apply to
     Party A, Party B and any Credit Support Provider of Party B, provided,
     however, that with respect to Party A, the words "materially weaker" in
     line 5 of Section 5(b)(iv) shall mean (i) the senior long-term debt or
     deposits of the resulting, surviving

<PAGE>

     or transferee entity is or are, as the case may be, rated less than
     investment grade by Standard & Poor's Corporation ("S&P") or Moody's
     Investors Service, Inc. ("Moody's"), or (ii) in the event that there are no
     such S&P or Moody's ratings, the Policies (as defined below) in effect at
     the time, of the party which is not the Affected Party, would lead such
     non-Affected Party, solely as a result of a change in the nature,
     character, identity or condition of the Affected Party, any Credit Support
     Provider of the Affected Party or any applicable Specified Entity of the
     Affected Party, as the case may be, from its state prior to such
     consolidation, amalgamation, merger or transfer, to decline to make an
     extension of credit to, or enter into a Transaction with, the resulting,
     surviving or transferee entity. "Policies", for the purposes of this
     definition means: (1)(A) internal credit limits applicable to individual
     entities or (B) other limits on doing business with entities domiciled or
     doing business in certain jurisdictions or engaging in certain activities,
     or (2) internal restrictions on doing business with entities with whom the
     party which is not the Affected Party has had prior adverse business
     relations.

(5)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to Party A or Party B.

(6)  Payments on Early Termination. For the purpose of Section 6(e):

     (i)  Market Quotation will apply.

     (ii) The Second Method will apply.

(7)  "Termination Currency" means United States Dollars.


                                     PART 2

                               Tax Representations

                                 Not applicable.

                                       2

<PAGE>

                                     PART 3

                         Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents:

     (a)  Tax forms, documents or certificates to be delivered are:

          For the purpose of Sections 4(a)(i) and (ii) of this Agreement, Party
          B agrees to deliver two complete and accurate United States Internal
          Revenue Service Forms W-9 (or any successor applicable forms), in a
          manner reasonably satisfactory to Party A, (I) upon execution of this
          Agreement; (II) promptly upon reasonable demand of Party A, and (III)
          promptly upon learning that any such form previous filed by Party B
          has become obsolete or incorrect.

     (b)  Other documents to be delivered are:

<TABLE>
<CAPTION>
Party required                                                                             Covered by
to deliver         Form/Document/                                   Date by which          Section 3(d)
document           Certificate                                      to be delivered        Representation
--------           -----------                                      ---------------        --------------
<S>                <C>                                              <C>                    <C>
Party B            Annual  Report  of Party B and of its  Credit    Upon request           Yes
                   Support Provider (as applicable) containing
                   consolidated financial statements certified
                   by independent certified public accountants
                   and prepared in accordance with accounting
                   principles that are generally accepted in the
                   country or countries in which Party B and its
                   Credit Support Provider (as applicable) is
                   organized

Party B            Unaudited consolidated financial statements      Upon request           Yes
                   of Party B and of its Credit Support
                   Provider (as applicable) for a fiscal
                   quarter prepared in accordance with
                   accounting principles that are generally
                   accepted in the country or countries  in
                   which Party B and its Credit Support
                   Provider (as applicable) is organized

Party B            Opinion of the General Counsel of Party B        Upon execution and     No
                   satisfactory to Party A substantially in         the delivery of this
                   form of Exhibit I hereto                         Agreement

Party B            Certified copies of all corporate                Upon execution and     Yes
                   authorizations and any other documents with      delivery of this
                   respect to the execution, delivery and           Agreement
                   performance of this Agreement
</TABLE>

                                        3

<PAGE>

<TABLE>
<S>                   <C>                                            <C>                      <C>
Party A and Party     Certificate of authority and specimen          Upon execution and       Yes
B                     signatures of individuals executing            delivery of this
                      this Agreement, Confirmations and each         Agreement and
                      Credit Support Document (as applicable)        thereafter upon
                                                                     request of the
                                                                     other party

Party B               Such additional information regarding the      From time to time        Yes
                      financial position or business of Party B as   as reasonably
                      Party A may reasonably request                 requested
</TABLE>

                                     PART 4

                                  Miscellaneous

(1)      Address for Notices.  For the purpose of Section 12(a) of this
         Agreement:

         Address for notice or communications to Party A:

         Any notice relating to a particular Transaction shall be delivered to
         the address or facsimile or telex number specified in the Confirmation
         of such Transaction. Any notice delivered for purposes of Sections 5
         and 6 of this Agreement shall be delivered to the following address:

         JPMorgan Chase Bank
         Attention: Legal Department-Derivatives Practice Group
         270 Park Avenue, 40/th/ Floor
         New York, New York 10017-2070
         Telex No.: 232337; Answerback: CBC UR
         Facsimile No.: (212) 270-7468

         Address for notice or communications to Party B:

         Ventas Realty, Limited Partnership
         Attention: Chief Financial Officer
         4360 Brownsboro Road
         Louisville, KY 40207-1642
         Facsimile No.: (502) 357-9001

         with a copy to:

         Ventas Realty, Limited Partnership
         Attention: General Counsel
         4360 Brownsboro Road
         Louisville, KY 40207-1642
         Facsimile No.: (502) 357-9001

(2)      Process Agent.  For the purpose of Section 13(c):

         Party A appoints as its Process Agent:  Not applicable.
         Party B appoints as its Process Agent:  Not applicable.

                                       4

<PAGE>

(3)  Offices. The provisions of Section 10(a) will apply to this Agreement.

(4)  Multibranch Party. For the purpose of Section 10 of this Agreement:

     Party A is a Multibranch Party and may act through any Office specified in
     a Confirmation.

     Party B is not a Multibranch Party.

(5)  Calculation Agent. The Calculation Agent is Party A, unless otherwise
     specified in a Confirmation in relation to the relevant Transaction.

(6)  Credit Support Documents.

     The ISDA Credit Support Annex and supplementary "Paragraph 13 - Elections &
     Variables" in the form appended hereto and the Credit Agreement (as such
     term is defined herein) shall each constitute a "Credit Support Document"
     in relation to each party, with respect to all of the obligations of such
     party and for all purposes of this Agreement.

(7)  Credit Support Provider.

     Credit Support Provider means, in relation to Party B, each Guarantor (as
     such term is defined in the Credit Agreement).

(8)  Governing Law. This Agreement will be governed by and construed in
     accordance with the laws of the State of New York (without reference to
     choice of law doctrine).

(9)  Netting of Payments. Section 2(c)(ii) of this Agreement will not apply to
     any Transaction unless specified in the relevant Confirmation.

(10) "Affiliate" will have the meaning specified in Section 14 of this
     Agreement.

                                     PART 5

                                Other Provisions

(1)  Set-off. Any amount (the "Early Termination Amount") payable to one party
     (the "Payee") by the other party (the "Payer") under Section 6(e), in
     circumstances where there is a Defaulting Party or one Affected Party in
     the case where a Termination Event under Section 5(b)(iv) has occurred,
     will, at the option of the party ("X") other than the Defaulting Party or
     the Affected Party (and without prior notice to the Defaulting Party or the
     Affected Party), be reduced by its set-off against any Other Payment Amount
     (as hereinafter defined). As used herein, "Other Payment Amount" shall mean
     any payment obligation of any description whatsoever (whether arising at
     such time or in the future or upon the occurrence of a contingency) by the
     Payee to the Payer (irrespective of the currency, place of payment or
     booking office of the obligation or whether the relevant party is legally
     or beneficially the holder of the obligation) arising under any other
     agreement between the Payee and the Payer or any instrument or undertaking
     issued or executed or guaranteed by the Payee to, or in favor of, the Payer
     or any bond, note, or other debt instrument issued or guaranteed by the
     Payee and owned or held beneficially by the Payer as a result of the
     purchase thereof by or on behalf of the Payer, whether directly from the
     issuer or in the secondary market (and the Other Payment Amount will be
     discharged promptly and in all respects to the extent it is so set-off). X
     will give notice to the other party of any set-off effected under this
     section.

          For this purpose, either the Early Termination Amount or the Other
     Payment Amount (or the relevant portion of such amounts) may be converted
     by X into the currency in which the other is denominated at the rate of
     exchange at which such party would be able, acting in a reasonable manner
     and in good faith, to purchase the relevant amount of such currency.

                                       5

<PAGE>

          If an obligation is unascertained, X may in good faith estimate that
     obligation and set-off in respect of the estimate, subject to the relevant
     party accounting to the other when the obligation is ascertained.

          Nothing in this section shall be effective to create a charge or other
     security interest. This section shall be without prejudice and in addition
     to any right of set-off, combination of accounts, lien or other right to
     which any party is at any time otherwise entitled (whether by operation of
     law, contract or otherwise).

(2)  Exchange of Confirmations. For each Transaction entered into hereunder,
     Party A shall promptly send to Party B a Confirmation, via telex or
     facsimile transmission. Party B agrees to respond to such Confirmation
     within 10 Local Business Days after receipt, either confirming agreement
     thereto or requesting a correction of any error(s) contained therein.
     Failure by Party B to respond within such period shall not affect the
     validity or enforceability of such Transaction and shall be deemed to be an
     affirmation of the terms contained in such Confirmation, absent manifest
     error. The parties agree that any such exchange of telexes or facsimile
     transmissions shall constitute a Confirmation for all purposes hereunder.

(3)  Waiver of Jury Trial. Each party waives, to the fullest extent permitted by
     applicable law, any right it may have to a trial by jury in respect of any
     suit, action or proceeding relating to this Agreement or any Credit Support
     Document. Each party (i) certifies that no representative, agent or
     attorney of the other party or any Credit Support Provider has represented,
     expressly or otherwise, that such other party would not, in the event of
     such a suit, action or proceeding, seek to enforce the foregoing waiver and
     (ii) acknowledges that it and the other party have been induced to enter
     into this Agreement and provide for any Credit Support Document, as
     applicable, by, among other things, the mutual waivers and certifications
     in this Section.

(4)  Telephonic Recording. Each party (i) consents to the recording of the
     telephone conversations of trading, marketing and operations personnel of
     the parties and their Affiliates in connection with this Agreement or any
     potential Transaction and (ii) agrees to obtain any necessary consent of,
     and give notice of such recording to, such personnel of it and its
     Affiliates.

(5)  Further Representations. Party B represents to Party A (which
     representations will be deemed to be repeated by Party B on each date on
     which a Transaction is entered into) that the financial information
     delivered by it pursuant to paragraph (b) of Part 3 of this Schedule,
     including the related schedules and notes thereto, has been prepared in
     accordance with accounting principles that are generally accepted in the
     country in which Party B is organized, applied consistently throughout the
     periods involved (except as disclosed therein).

(6)  Eligible Contract Participant. Each party represents to the other party
     (which representation will be deemed to be repeated by each party on each
     date on which a Transaction is entered into) that it is an "eligible
     contract participant", as defined in the Commodity Futures Modernization
     Act of 2000.

(7)  Relationship Between Parties. The following representation shall be
     inserted as a new Section 3(g) of this Agreement:

     "(g) Relationship Between Parties. Each party will be deemed to represent
     to the other party on the date on which it enters into a Transaction that
     (absent a written agreement between the parties that expressly imposes
     affirmative obligations to the contrary for that Transaction):

          (i) Non-Reliance. It is acting for its own account, and it has made
     its own independent decisions to enter into that Transaction and as to
     whether that Transaction is appropriate or proper for it based upon its own
     judgment and upon advice from such advisers as it has deemed necessary. It
     is not relying on any communication (written or oral) of the other party as
     investment advice or as a recommendation to enter into that Transaction; it
     being understood that information and explanations related to the terms and
     conditions of a Transaction shall not be considered investment advice or a
     recommendation to enter into that Transaction. No communication (written or
     oral) received from the other party shall be deemed to be an assurance or
     guarantee as to the expected results of that Transaction.

                                       6

<PAGE>

          (ii)  Assessment and Understanding. It is capable of assessing the
     merits of and understanding (on its own behalf or through independent
     professional advice), and understands and accepts, the terms, conditions
     and risks of that Transaction. It is also capable of assuming, and assumes,
     the risks of that Transaction.

          (iii) Status of Parties. The other party is not acting as a fiduciary
     for or an adviser to it in respect of that Transaction."

(8)  ISDA EMU Protocol. The parties agree that the definitions and provisions
     contained in Annexes 1 and 3 and Section 6 of the ISDA EMU Protocol
     published on 6th May 1998 (the "ISDA Protocol"), are incorporated into and
     apply to this Agreement and form a part hereof. References in those
     definitions and provisions to any "ISDA Master Agreement" will be deemed to
     be references to this Agreement.

(9)  ISDA Definitions. Reference is hereby made to the 2000 ISDA Definitions
     (the "2000 Definitions") and the 1998 FX and Currency Option Definitions
     (the "FX Definitions") (collectively the "ISDA Definitions") each as
     published by the International Swaps and Derivatives Association, Inc.,
     which are hereby incorporated by reference herein. Any terms used and not
     otherwise defined herein which are contained in the ISDA Definitions shall
     have the meaning set forth therein.

(10) Scope of Agreement. Notwithstanding anything contained in this Agreement to
     the contrary, any transaction which may otherwise constitute a "Specified
     Transaction" for purposes of this Agreement which has been or will be
     entered into between the parties shall constitute a "Transaction" which is
     subject to, governed by, and construed in accordance with the terms of this
     Agreement, unless any Confirmation with respect to a Transaction entered
     into after the execution of this Agreement expressly provides otherwise.

(11) Inconsistency. In the event of any inconsistency between any of the
     following documents, the relevant document first listed below shall govern:
     (i) a Confirmation; (ii) the Schedule and an ISDA Credit Support Annex (as
     applicable); (iii) the ISDA Definitions; and (iv) the printed form of ISDA
     Master Agreement and ISDA Credit Support Annex (as applicable). In the
     event of any inconsistency between provisions contained in the 2000
     Definitions and the FX Definitions, the FX Definitions shall prevail.

(12) "Credit Agreement" means the Second and Amended Restated Credit, Security
     and Guaranty Agreement, dated as of April 17, 2002, among Party B, Ventas,
     Inc. ("Ventas"), certain subsidiaries of Ventas identified therein, as
     guarantors, the lenders identified therein, including Bank of America,
     N.A., as issuing bank for the Letters of Credit thereunder, Bank of
     America, N.A., as administrative agent and UBS Warburg LLC, as syndication
     agent, as amended, supplemented or otherwise modified from time to time;
     provided that if the obligations under the Credit Agreement are paid in
     full, the Credit Agreement is otherwise terminated or cancelled, or Party A
     shall for any reason cease to remain a party thereto, Credit Agreement
     means the Credit Agreement as it existed immediately prior to such event.
     Capitalized terms defined therein and not otherwise defined herein shall
     have the meanings assigned in the Credit Agreement.

(13) Additional Event of Default. With respect to Party B, it shall constitute
     an Event of Default under this Agreement if (i) there shall occur any Event
     of Default under the Credit Agreement; (ii) should Ventas, Inc. cease to be
     or function as the general partner of Party B; and (iii) should Party B at
     any time fail to comply with (i) any material terms or provisions, or (ii)
     any investment policies and restrictions applicable to it as set forth in
     the relevant partnership agreement, if any (the "Partnership Agreement") or
     any ancillary constituent documents of the Counterparty, if any (in each
     case, as may be amended from time to time) (collectively, the "Investment
     Policies" of Party B) or should the Counterparty modify its Investment
     Policies without the prior written consent of Party A.

(14) Amendment and Restatement of Prior Agreements. Upon the execution of this
     Agreement, this Agreement will amend, restate and supersede the ISDA master
     Agreement dated as of June 16, 1998 between JPMorgan Chase Bank (successor
     in interest to Morgan Guaranty Trust Company of New York) and Ventas
     Realty, Limited Partnership, and any transactions that have been entered
     into between the parties that would otherwise constitute a "Specified
     Transaction" for purposes of this Agreement

                                       7

<PAGE>

         (collectively, the "Prior Agreements") whereupon all such Prior
         Agreements shall be deemed governed by and construed in accordance with
         this Agreement.

Please confirm your agreement to the terms of the foregoing Schedule by signing
below.

                                 JPMORGAN CHASE BANK

                                 By:      /s/ Marc E. Constantino
                                          --------------------------------
                                          Name:    Marc E. Constantino
                                          Title:   Vice President

                                 VENTAS REALTY, LIMITED PARTNERSHIP
                                 By:  VENTAS, INC
                                          General Partner

                                 By:      /s/ T. Richard Riney
                                          --------------------------------
                                          Name:    T. Richard Riney
                                          Title:   Executive Vice President and
                                                   General Counsel

                                       8

<PAGE>

                                                                       EXHIBIT I

                      FORM OF OPINION OF COUNSEL TO PARTY B

                                             Date:

JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017-2070


Ladies and Gentlemen:

     We are counsel to Ventas Realty, Limited Partnership, a limited partnership
corporation (the "Counterparty"), and we are delivering this opinion in
connection with the Master Agreement, dated as of August 15, 2002 (as
supplemented by the Confirmations relating to the Transactions entered into
pursuant thereto, the "Agreement"), between the Counterparty and JPMorgan Chase
Bank (the "Bank"). Terms defined in the Agreement are used herein as therein
defined.

     In that connection, we have examined the originals, or copies certified to
our satisfaction, of the Agreement and such corporate records of the
Counterparty, certificates of public officials and of officers of the
Counterparty, and agreements, instruments, and documents, as we have deemed
necessary as a basis for the opinions hereinafter expressed. As to questions of
fact material to such opinions, we have, when relevant facts were not
independently established by us, relied upon certificates of the Counterparty,
or its officers or of public officials. We have assumed the due execution and
delivery of the Agreement by the Bank.

     Based upon the foregoing, we are of the following opinion:

     1. The Counterparty is a limited partnership duly organized, validly
existing and in good standing under the laws of ____________________.

     2. The Counterparty has the power to execute and deliver the Agreement and
to perform its obligations under the Agreement and has taken all necessary
action to authorize such execution and delivery and performance of such
obligations.

     3. The execution and delivery of the Agreement by the Counterparty and the
Counterparty's performance of its obligations under the Agreement do not violate
or conflict with any law, rule or regulation applicable to it, any provision of
its charter or by-laws (or comparable constitutional documents), any order or
judgment of any court or other agency of government applicable to it or any of
its assets or any contractual restriction binding on or affecting the
Counterparty or any of its assets.

     4. All authorizations of and exemptions, actions or approvals by, and all
notices to or filings with, any governmental or other authority that are
required to have been obtained or made by the Counterparty with respect to the
Agreement have been obtained or made and are in full force and effect and all
conditions of any such authorizations, exemptions, actions or approvals have
been complied with.

     5. The Agreement constitutes the Counterparty's legal, valid and binding
obligation enforceable against the Counterparty in accordance with its terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law)).

<PAGE>

     6. To the best of our knowledge, after due inquiry, there is not pending or
threatened against the Counterparty or any of its Affiliates any action, suit or
proceeding at law or in equity or before any court, tribunal, government body,
agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against the Counterparty of the Agreement or its
ability to perform its obligations thereunder.

     We are qualified to practice law in the [State/Country] of ________________
and do not purport to be expert on, or to express any opinion herein concerning,
any law other than the laws of the [State/Country] of ________________[, the
Delaware General Corporation Law] and the federal laws of the United States of
America.

                                                    Very truly yours,

                                       2

<PAGE>

(Bilateral Form)                  (ISDA Agreements Subject to New York Law Only)

                                     ISDA(R)

              International Swaps and Derivatives Association, Inc.

                              CREDIT SUPPORT ANNEX

                             to the Schedule to the

                              ISDA Master Agreement
                     --------------------------------------

                           dated as of     August 15, 2002
                                      --------------------

                                     between

JPMORGAN CHASE BANK               and         VENTAS REALTY, LIMITED PARTNERSHIP
------------------------------          ----------------------------------------

        ("Party A")                                      ("Party B")

This Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows:-

Paragraph 1. Interpretation

(a)   Definitions and Inconsistency. Capitalized terms not otherwise defined
herein or elsewhere in this Agreement have the meanings specified pursuant to
Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs
of this Annex. In the event of any inconsistency between this Annex and the
other provisions of this Schedule, this Annex will prevail, and in the event of
any inconsistency between Paragraph 13 and the other provisions of this Annex,
Paragraph 13 will prevail.

(b)   Secured Party and Pledgor. All references in this Annex to the "Secured
Party" will be to either party when acting in that capacity and all
corresponding references to the "Pledgor" will be to the other party when acting
in that capacity; provided, however, that if Other Posted Support is held by a
party to this Annex, all references herein to that party as the Secured Party
with respect to that Other Posted Support will be to that party as the
beneficiary thereof and will not subject that support or that party as the
beneficiary thereof to provisions of law generally relating to security
interests and secured parties.

Paragraph 2. Security Interest

Each party, as the Pledgor, hereby pledges to the other party, as the Secured
Party, as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the
security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by
either party.

   Copyright (C) 1994 by International Swaps and Derivatives Association, Inc.

<PAGE>

Paragraph 3. Credit Support Obligations

(a)   Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the
Secured Party on or promptly following a Valuation Date, if the Delivery Amount
for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer Amount,
then the Pledgor will Transfer to the Secured Party Eligible Credit Support
having a Value as of the date of Transfer at least equal to the applicable
Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified
in Paragraph 13, the "Delivery Amount" applicable to the Pledgor for any
Valuation Date will equal the amount by which:

      (i)   the Credit Support Amount

      exceeds

      (ii)  the Value as of that Valuation Date of all Posted Credit Support
      held by the Secured Party.

(b)   Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the
Pledgor on or promptly following a Valuation Date, if the Return Amount for that
Valuation Date equals or exceeds the Secured Party's Minimum Transfer Amount,
then the Secured Party will Transfer to the Pledgor Posted Credit Support
specified by the Pledgor in that demand having a Value as of the date of
Transfer as close as practicable to the applicable Return Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the
"Return Amount" applicable to the Secured Party for any Valuation Date will
equal the amount by which:

      (i)   the Value as of that Valuation Date of all Posted Credit Support
      held by the Secured Party

      exceeds

      (ii)  the Credit Support Amount.

"Credit Support Amount" means, unless otherwise specified in Paragraph 13, for
any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus
(ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any,
minus (iii) all Independent Amounts applicable to the Secured Party, if any,
minus (iv) the Pledgor's Threshold; provided, however, that the Credit Support
Amount will be deemed to be zero whenever the calculation of Credit Support
Amount yields a number less than zero.

Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and
Substitutions

(a)   Conditions Precedent. Each Transfer obligation of the Pledgor under
Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and
6(d) is subject to the conditions precedent that:

      (i)   no Event of Default, Potential Event of Default or Specified
      Condition has occurred and is continuing with respect to the other party;
      and

      (ii)  no Early Termination Date for which any unsatisfied payment
      obligations exist has occurred or been designated as the result of an
      Event of Default or Specified Condition with respect to the other party.

(b)   Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise
specified, if a demand for the Transfer of Eligible Credit Support or Posted
Credit Support is made by the Notification Time, then the relevant Transfer will
be made not later than the close of business on the next local Business Day; if
a demand is made after the Notification Time, then the relevant Transfer will be
made not later than the close of business on the second Local Business Day
thereafter.

(c)   Calculations. All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation
Time. The Valuation Agent will notify each party (or the other party, if the
Valuation Agent is a party) of its calculations not later than the Notification
Time on the Local Business Day following the applicable Valuation Date (or in
the case of Paragraph 6(d), following the date of calculation).

                                       2

<PAGE>

(d)  Substitutions.

     (i)  Unless otherwise specified in Paragraph 13, upon notice to the Secured
     Party specifying the items of Posted Credit Support to be exchanged, the
     Pledgor may, on any Local Business Day, Transfer to the Secured Party
     substitute Eligible Credit Support (the "Substitute Credit Support"); and

     (ii) subject to Paragraph 4(a), the Secured Party will Transfer to the
     Pledgor the items of Posted Credit Support specified by the Pledgor in its
     notice not later than the Local Business Day following the date on which
     the Secured Party receives the Substitute Credit Support, unless otherwise
     specified in Paragraph 13 (the "Substitution Date"); provided that the
     Secured Party will only be obligated to Transfer Posted Credit Support with
     a Value as of the date of Transfer of that Posted Credit Support equal to
     the Value as of that date of the Substitute Credit Support.

Paragraph 5.  Dispute Resolution

If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation
of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of
Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party
will notify the other party and the Valuation Agent (if the Valuation Agent is
not the other party) not later than the close of business on the Local Business
Day following (X) the date that the demand is made under Paragraph 3 in the case
of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject
to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to
the other party not later than the close of business on the Local Business Day
following (X) the date that the demand is made under Paragraph 3 in the case of
(I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties
will consult with each other in an attempt to resolve the dispute and (4) if
they fail to resolve the dispute by the Resolution Time, then:

     (i)  In the case of a dispute involving a Delivery Amount or Return Amount,
     unless otherwise specified in Paragraph 13, the Valuation Agent will
     recalculate the Exposure and the Value as of the Recalculation Date by:

          (A) utilizing any calculations of Exposure for the Transactions (or
          Swap Transactions) that the parties have agreed are not in dispute;

          (B) calculating the Exposure for the Transactions (or Swap
          Transactions) in dispute by seeking four actual quotations at
          mid-market from Reference Market-makers for purposes of calculating
          Market Quotation, and taking the arithmetic average of those obtained;
          provided that if four quotations are not available for a particular
          Transaction (or Swap Transaction), then fewer than four quotations may
          be used for that Transaction (or Swap Transaction); and if no
          quotations are available for a particular Transaction (or Swap
          Transaction), then the Valuation Agent's original calculations will be
          used for that Transaction (or Swap Transaction); and

          (C) utilizing the procedures specified in Paragraph 13 for calculating
          the Value, if disputed, of Posted Credit Support.

     (ii) In the case of a dispute involving the Value of any Transfer of
     Eligible Credit Support or Posted Credit Support, the Valuation Agent will
     recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) not
later than the Notification Time on the Local Business Day following the
Resolution Time. The appropriate party will, upon demand following that notice
by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

                                       3

<PAGE>

Paragraph 6. Holding and Using Posted Collateral

(a)  Care of Posted Collateral. Without limiting the Secured Party's rights
under Paragraph 6(c), the Secured Party will exercise reasonable care to assure
the safe custody of all Posted Collateral to the extent required. by applicable
law, and in any event the Secured Party will be deemed to have exercised
reasonable care if it exercises at least the same degree of care as it would
exercise with respect to its own property. Except as specified in the preceding
sentence, the Secured Party will have no duty with respect to Posted Collateral,
including, without limitation, any duty to collect any Distributions, or enforce
or preserve any rights pertaining thereto.

(b)  Eligibility to Hold Posted Collateral; Custodians.

     (i)   General. Subject to the satisfaction of any conditions specified in
     Paragraph 13 for holding Posted Collateral, the Secured Party will be
     entitled to hold Posted Collateral or to appoint an agent (a "Custodian")
     to hold Posted Collateral for the Secured Party. Upon notice by the Secured
     Party to the Pledgor of the appointment of a Custodian, the Pledgor's
     obligations to make any Transfer will be discharged by making the Transfer
     to that Custodian. The holding of Posted Collateral by a Custodian will be
     deemed to be the holding of that Posted Collateral by the Secured Party for
     which the Custodian is acting.

     (ii)  Failure to Satisfy Conditions. If the Secured Party or its Custodian
     fails to satisfy any conditions for holding Posted Collateral, then upon a
     demand made by the Pledgor, the Secured Party will, not later than five
     Local Business Days after the demand, Transfer or cause its Custodian to
     Transfer all Posted Collateral held by it to a Custodian that satisfies
     those conditions or to the Secured Party if it satisfies those conditions.

     (iii) Liability. The Secured Party will be liable for the acts or omissions
     of its Custodian to the same extent that the Secured Party would be liable
     hereunder for its own acts or omissions.

(c)  Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and
without limiting the rights and obligations of the parties under Paragraphs 3,
4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an
Affected Party with respect to a Specified Condition and no Early Termination
Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then the Secured Party
will, notwithstanding Section 9-207 of the New York Uniform Commercial Code,
have the right to:

     (i)   sell, pledge, rehypothecate, assign, invest, use, commingle or
     otherwise dispose of, or otherwise use in its business any Posted
     Collateral it holds, free from any claim or right of any nature whatsoever
     of the Pledgor, including any equity or right of redemption by the Pledgor;
     and

     (ii)  register any Posted Collateral in the name of the Secured Party, its
     Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted
Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies
authorized under this Agreement, the Secured Party will be deemed to continue to
hold all Posted Collateral and to receive Distributions made thereon, regardless
of whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

(d)  Distributions and Interest Amount.

     (i)   Distributions. Subject to Paragraph 4(a), if the Secured Party
     receives or is deemed to receive Distributions on a Local Business Day, it
     will Transfer to the Pledgor not later than the following Local Business
     Day any Distributions it receives or is deemed to receive to the extent
     that a Delivery Amount would not be created or increased by that Transfer,
     as calculated by the Valuation Agent (and the date of calculation will be
     deemed to be a Valuation Date for this purpose).

                                       4

<PAGE>

     (ii)  Interest Amount. Unless otherwise specified in Paragraph 13 and
     subject to Paragraph 4(a), in lieu of any interest, dividends or other
     amounts paid or deemed to have been paid with respect to Posted Collateral
     in the form of Cash (all of which may be retained by the Secured Party),
     the Secured Party will Transfer to the Pledgor at the times specified in
     Paragraph 13 the Interest Amount to the extent that a Delivery Amount would
     not be created or increased by that Transfer, as calculated by the
     Valuation Agent (and the date of calculation will be deemed to be a
     Valuation Date for this purpose). The Interest Amount or portion thereof
     not Transferred pursuant to this Paragraph will constitute Posted
     Collateral in the form of Cash and will be subject to the security interest
     granted under Paragraph 2.

Paragraph 7. Events of Default

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if:

     (i)   that party fails (or fails to cause its Custodian) to make, when due,
     any Transfer of Eligible Collateral, Posted Collateral or the Interest
     Amount, as applicable, required to be made by it and that failure continues
     for two Local Business Days after notice of that failure is given to that
     party;

     (ii)  that party fails to comply with any restriction or prohibition
     specified in this Annex with respect to any of the rights specified in
     Paragraph 6(c) and that failure continues for five Local Business Days
     after notice of that failure is given to that party; or

     (iii) that party fails to comply with or perform any agreement or
     obligation other than those specified in Paragraphs 7(i) and 7(ii) and that
     failure continues for 30 days after notice of that failure is given to that
     party.

Paragraph 8. Certain Rights and Remedies

(a)  Secured Party's Rights and Remedies. If at any time (1) an Event of Default
or Specified Condition with respect to the Pledgor has occurred and is
continuing or (2) an Early Termination Date has occurred or been designated as
the result of an Event of Default or Specified Condition with respect to the
Pledgor, then, unless the Pledgor has paid in full all of its Obligations that
are then due, the Secured Party may exercise one or more of the following rights
and remedies:

     (i)   all rights and remedies available to a secured party under applicable
     law with respect to Posted Collateral held by the Secured Party;

     (ii)  any other rights and remedies available to the Secured Party under
     the terms of Other Posted Support, if any;

     (iii) the right to Set-off any amounts payable by the Pledgor with respect
     to any Obligations against any Posted Collateral or the Cash equivalent of
     any Posted Collateral held by the Secured Party (or any obligation of the
     Secured Party to Transfer that Posted Collateral); and

     (iv)  the right to liquidate any Posted Collateral held by the Secured
     Party through one or more public or private sales or other dispositions
     with such notice, if any, as may be required under applicable law, free
     from any claim or right of any nature whatsoever of the Pledgor, including
     any equity or right of redemption by the Pledgor (with the Secured Party
     having the right to purchase any or all of the Posted Collateral to be
     sold) and to apply the proceeds (or the Cash equivalent thereof) from the
     liquidation of the Posted Collateral to any amounts payable by the Pledgor
     with respect to any Obligations in that order as the Secured Party may
     elect.

Each party acknowledges and agrees that Posted Collateral in the form of
securities may decline speedily in value and is of a type customarily sold on a
recognized market, and, accordingly, the Pledgor is not entitled to prior notice
of any sale of that Posted Collateral by the Secured Party, except any notice
that is required under applicable law and cannot be waived.

                                       5

<PAGE>

(b)  Pledgor's Rights and Remedies. If at any time an Early Termination Date has
occurred or been designated as the result of an Event of Default or Specified
Condition with respect to the Secured Party, then (except in the case of an
Early Termination Date relating to less than all Transactions (or Swap
Transactions) where the Secured Party has paid in full all of its obligations
that are then due under Section 6(e) of this Agreement):

     (i)   the Pledgor may exercise all rights and remedies available to a
     pledgor under applicable law with respect to Posted Collateral held by the
     Secured Party;

     (ii)  the Pledgor may exercise any other rights and remedies available to
     the Pledgor under the terms of Other Posted Support, if any;

     (iii) the Secured Party will be obligated immediately to Transfer all
     Posted Collateral and the Interest Amount to the Pledgor; and

     (iv)  to the extent that Posted Collateral or the Interest Amount is not so
     Transferred pursuant to (iii) above, the Pledgor may:

           (A) Set-off any amounts payable by the Pledgor with respect to any
           Obligations against any Posted Collateral or the Cash equivalent of
           any Posted Collateral held by the Secured Party (or any obligation of
           the Secured Party to Transfer that Posted Collateral); and

           (B) to the extent that the Pledgor does not Set-off under (iv)(A)
           above, withhold payment of any remaining amounts payable by the
           Pledgor with respect to any Obligations, up to the Value of any
           remaining Posted Collateral held by the Secured Party, until that
           Posted Collateral is Transferred to the Pledgor.

(c)  Deficiencies and Excess Proceeds. The Secured Party will Transfer to the
Pledgor any proceeds and Posted Credit Support remaining after liquidation,
Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in
full of all amounts payable by the Pledgor with respect to any Obligations; the
Pledgor in all events will remain liable for any amounts remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)  Final Returns. When no amounts are or thereafter may become payable by the
Pledgor with respect to any Obligations (except for any potential liability
under Section 2(d) of this Agreement), the Secured Party will Transfer to the
Pledgor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations

Each party represents to the other party (which representations will be deemed
to be repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

     (i)   it has the power to grant a security interest in and lien on any
     Eligible Collateral it Transfers as the Pledgor and has taken all necessary
     actions to authorize the granting of that security interest and lien;

     (ii)  it is the sole owner of or otherwise has the right to Transfer all
     Eligible Collateral it Transfers to the Secured Party hereunder, free and
     clear of any security interest, lien, encumbrance or other restrictions
     other than the security interest and lien granted under Paragraph 2;

     (iii) upon the Transfer of any Eligible Collateral to the Secured Party
     under the terms of this Annex, the Secured Party will have a valid and
     perfected first priority security interest therein (assuming that any
     central clearing corporation or any third-party financial intermediary or
     other entity not within the control of the Pledgor involved in the Transfer
     of that Eligible Collateral gives the notices and takes the action required
     of it under applicable law for perfection of that interest); and

     (iv)  the performance by it of its obligations under this Annex will not
     result in the creation of any security interest, lien or other encumbrance
     on any Posted Collateral other than the security interest and lien granted
     under Paragraph 2.

                                       6

<PAGE>

Paragraph 10. Expenses

(a) General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each
party will pay its own costs and expenses in connection with performing its
obligations under this Annex and neither party will be liable for any costs and
expenses incurred by the other party in connection herewith.

(b) Posted Credit Support. The Pledgor will promptly pay when due all taxes,
assessments or charges of any nature that are imposed with respect to Posted
Credit Support held by the Secured Party upon becoming aware of the same,
regardless of whether any portion of that Posted Credit Support is subsequently
disposed of under Paragraph 6(c), except for those taxes, assessments and
charges that result from the exercise of the Secured Party's rights under
Paragraph 6(c).

(c) Liquidation/Application of Posted Credit Support. All reasonable costs and
expenses incurred by or on behalf of the Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit Support
under Paragraph 8 will be payable, on demand and pursuant to the Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.

Paragraph 11. Miscellaneous

(a) Default Interest. A Secured Party that fails to make, when due, any Transfer
of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor
(to the extent permitted under applicable law) an amount equal to interest at
the Default Rate multiplied by the Value of the items of property that were
required to be Transferred, from (and including) the date that Posted Collateral
or Interest Amount was required to be Transferred to (but excluding) the date of
Transfer of that Posted Collateral or Interest Amount. This interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed.

(b) Further Assurances. Promptly following a demand made by a party, the other
party will execute, deliver, file and record any financing statement, specific
assignment or other document and take any other action that may be necessary or
desirable and reasonably requested by that party to create, preserve, perfect or
validate any security interest or lien granted under Paragraph 2, to enable that
party to exercise or enforce its rights under this Annex with respect to Posted
Credit Support or an Interest Amount or to effect or document a release of a
security interest on Posted Collateral or an Interest Amount.

(c) Further Protection. The Pledgor will promptly give notice to the
Secured Party of, and defend against, any suit, action, proceeding or lien that
involves Posted Credit Support Transferred by the Pledgor or that could
adversely affect the security interest and lien granted by it under Paragraph 2,
unless that suit, action, proceeding or lien results from the exercise of the
Secured Party's rights under Paragraph 6(c).

(d) Good Faith and Commercially Reasonable Manner. Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

(e) Demands and Notices. All demands and notices made by a party under this
Annex will be made as specified in the Notices Section of this Agreement, except
as otherwise provided in Paragraph 13.

(f) Specifications of Certain Matters. Anything referred to in this Annex as
being specified in Paragraph 13 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

                                       7

<PAGE>

Paragraph 12. Definitions

As used in this Annex: -

"Cash" means the lawful currency of the United States of America.

"Credit Support Amount" has the meaning specified in Paragraph 3.

"Custodian" has the meaning specified in Paragraphs 6(b)(i) and 13.

"Delivery Amount" has the meaning specified in Paragraph 3(a).

"Disputing Party" has the meaning specified in Paragraph 5.

"Distributions" means with respect to Posted Collateral other than Cash, all
principal, interest and other payments and distributions of cash or other
property with respect thereto, regardless of whether the Secured Party has
disposed of that Posted Collateral under Paragraph 6(c). Distributions will not
include any item of property acquired by the Secured Party upon any disposition
or liquidation of Posted Collateral or, with respect to any Posted Collateral in
the form of Cash, any distributions on that collateral, unless otherwise
specified herein.

"Eligible Collateral" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"Eligible Credit Support" means Eligible Collateral and Other Eligible Support.

"Exposure" means for any Valuation Date or other date for which Exposure is
calculated and subject to Paragraph 5 in the case of a dispute, the amount, if
any, that would be payable to a party that is the Secured Party by the other
party (expressed as a positive number) or by a party that is the Secured Party
to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions)
were being terminated as of the relevant Valuation Time; provided that Market
Quotation will be determined by the Valuation Agent using its estimates at
mid-market of the amounts that would be paid for Replacement Transactions (as
that term is defined in the definition of "Market Quotation").

"Independent Amount" means, with respect to a party, the amount specified as
such for that party in Paragraph 13; if no amount is specified, zero.

"Interest Amount" means, with respect to an Interest Period, the aggregate sum
of the amounts of interest calculated for each day in that Interest Period on
the principal amount of Posted Collateral in the form of Cash held by the
Secured Party on that day, determined by the Secured Party for each such day as
follows:

     (x) the amount of that Cash on that day; multiplied by

     (y) the Interest Rate in effect for that day; divided by

     (z) 360.

"Interest Period" means the period from (and including) the last Local Business
Day on which an Interest Amount was Transferred (or, if no Interest Amount has
yet been Transferred, the Local Business Day on which Posted Collateral in the
form of Cash was Transferred to or received by the Secured Party) to (but
excluding) the Local Business Day on which the current Interest Amount is to be
Transferred.

"Interest Rate" means the rate specified in Paragraph 13.

"Local Business Day", unless otherwise specified in Paragraph 13, has the
meaning specified in the Definitions Section of this Agreement, except that
references to a payment in clause (b) thereof will be deemed to include a
Transfer under this Annex.

                                       8

<PAGE>

"Minimum Transfer Amount" means, with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

"Notification Time" has the meaning specified in Paragraph 13.

"Obligations" means, with respect to a party, all present and future obligations
of that party under this Agreement and any additional obligations specified for
that party in Paragraph 13.

"Other Eligible Support" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

"Other Posted Support" means all Other Eligible Support Transferred to the
Secured Party that remains in effect for the benefit of that Secured Party.

"Pledgor" means either party, when that party (i) receives a demand for or is
required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has
Transferred Eligible Credit Support under Paragraph 3(a).

"Posted Collateral" means all Eligible Collateral, other property,
Distributions, and all proceeds thereof that have been Transferred to or
received by the Secured Party under this Annex and not Transferred to the
Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not
Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in
the form of Cash.

"Posted Credit Support" means Posted Collateral and Other Posted Support.

"Recalculation Date" means the Valuation Date that gives rise to the dispute
under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs
under Paragraph 3 prior to the resolution of the dispute, then the
"Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"Resolution Time" has the meaning specified in Paragraph 13.

"Return Amount" has the meaning specified in Paragraph 3(b).

"Secured Party" means either party, when that party (i) makes a demand for or is
entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds
or is deemed to hold Posted Credit Support.

"Specified Condition" means, with respect to a party, any event specified as
such for that party in Paragraph 13.

"Substitute Credit Support" has the meaning specified in Paragraph 4(d)(i).

"Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

"Threshold" means, with respect to a party, the amount specified as such for
that party in Paragraph 13; if no amount is specified, zero.

"Transfer" means, with respect to any Eligible Credit Support, Posted Credit
Support or Interest Amount, and in accordance with the instructions of the
Secured Party, Pledgor or Custodian, as applicable:

     (i)   in the case of Cash, payment or delivery by wire transfer into one or
     more bank accounts specified by the recipient;

     (ii)  in the case of certificated securities that cannot be paid or
     delivered by book-entry, payment or delivery in appropriate physical form
     to the recipient or its account accompanied by any duly executed
     instruments of transfer, assignments in blank, transfer tax stamps and any
     other documents necessary to constitute a legally valid transfer to the
     recipient;

     (iii) in the case of securities that can be paid or delivered by
     book-entry, the giving of written instructions to the relevant depository
     institution or other entity specified by the recipient, together with a
     written copy thereof to the recipient, sufficient if complied with to
     result in a legally effective transfer of the relevant interest to the
     recipient; and

     (iv)  in the case of Other Eligible Support or Other Posted Support, as
     specified in Paragraph 13.

                                       9

<PAGE>

"Valuation Agent" has the meaning specified in Paragraph 13.

"Valuation Date" means each date specified in or otherwise determined pursuant
to Paragraph 13.

"Valuation Percentage" means, for any item of Eligible Collateral, the
percentage specified in Paragraph 13.

"Valuation Time" has the meaning specified in Paragraph 13.

"Value" means for any Valuation Date or other date for which Value is calculated
and subject to Paragraph 5 in the case of a dispute, with respect to:

     (i)   Eligible Collateral or Posted Collateral that is:

           (A) Cash, the amount thereof; and

           (B) a security, the bid price obtained by the Valuation Agent
           multiplied by the applicable Valuation Percentage, if any;

     (ii)  Posted Collateral that consists of items that are not specified as
     Eligible Collateral, zero; and

     (iii) Other Eligible Support and Other Posted Support, as specified in
     Paragraph 13.
                                       10

<PAGE>

                       [Form of Paragraph 13, for use with
                            ISDA Credit Support Annex
                          Bilateral Form/New York Law]

                              CREDIT SUPPORT ANNEX

                     to the Schedule to the Master Agreement

                           dated as of August 15, 2002

                                     between

--------------------------------------------------------------------------------
  JPMorgan Chase Bank           and          Ventas Realty, Limited Partnership
     ("Party A")                                        ("Party B")
--------------------------------------------------------------------------------

Paragraph 13. Elections and Variables

(a)  Security Interest for "Obligations". The term "Obligations" as used in this
     Annex includes no additional obligations with respect to either party.

(b)  Credit Support Obligations.

     (i)   Delivery Amount, Return Amount and Credit Support Amount.

           (A)  "Delivery Amount" has the meaning specified in Paragraph 3(a).

           (B)  "Return Amount" has the meaning specified in Paragraph 3(b).

           (C)  "Credit Support Amount" has the meaning specified in Paragraph
                3(b).

     (ii)  Eligible Collateral. The following items will qualify as "Eligible
           Collateral" for the party specified:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                                                       Party A   Party B   "Valuation
                                                       -------   -------   ----------
                                                                           Percentage"
                                                                           -----------
----------------------------------------------------------------------------------------
<S>                                                    <C>       <C>       <C>
(A)   USD Cash                                         [X]       [X]       [100]%
----------------------------------------------------------------------------------------
(B)   negotiable debt obligations issued by the        [X]       [X]        [99]%
      U.S. Treasury Department having a remaining
      maturity of one year or less from the
      Valuation Date
----------------------------------------------------------------------------------------
(C)   negotiable debt obligations issued by the        [X]       [X]        [98]%
      U.S. Treasury Department having a remaining
      maturity of more than one year but less than
      ten years from the Valuation Date
----------------------------------------------------------------------------------------
</TABLE>

                                       11

<PAGE>

<TABLE>
-------------------------------------------------------------------------------------------
<S>                                                         <C>       <C>       <C>
(D)      negotiable debt obligations issued by the          [X]       [X]       [95]%
         U.S. Treasury Department having a remaining
         maturity of ten years or more from the
         Valuation Date
-------------------------------------------------------------------------------------------
(E)      Agency Securities having a remaining               [X]       [X]       [98]%
         maturity of one year or less from the
         Valuation Date
-------------------------------------------------------------------------------------------
(F)      Agency Securities having a remaining               [X]       [X]       [95]%
         maturity of more than one year but less than
         ten years from the Valuation Date
-------------------------------------------------------------------------------------------
(G)      Agency Securities having a remaining               [X]       [X]       [95]%
         maturity of ten years or more from the
         Valuation Date
-------------------------------------------------------------------------------------------
(H)      USD denominated Commercial Paper rated Al/P1       [X]       [X]       [97]%
         by S&P and Moody's, respectively, which
         settles within DTC; provided, however, that
         Commercial Paper issued by either party or
         any of its Affiliates shall be excluded
-------------------------------------------------------------------------------------------
</TABLE>

For purposes of the foregoing:

(a)  "Agency Securities" means negotiable debt obligations which are fully
guaranteed as to both principal and interest by the Federal National Mortgage
Association, the Government National Mortgage Association or the Federal Home
Loan Mortgage Corporation, but excluding (i) interest only and principal only
securities and (ii) Collateralized Mortgage Obligations, Real Estate Mortgage
Investment Conduits and similar derivative securities.

(b)  "DTC" shall mean The Depository Trust & Clearing Corporation, or its
successor.

(c)  "Moody's" shall mean Moody's Investors Service, Inc., or its successor.

(d)  "S&P" shall mean Standard & Poor's Ratings Group, or its successor.

     (iii)  Other Eligible Support. The following items will qualify as "Other
     Eligible Support":

<TABLE>
--------------------------------------------------------------------------------------------------------------------
                                                              Counterparty           Valuation Percentage
                                                              ------------           --------------------
--------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
an irrevocable standby letter of credit issued by Bank of     [X]            100% the Value of the Other Eligible
America, N.A. (or any other Bank satisfactory to Party A                     Support
and organized or licensed under the laws of the United
States or any state thereof with a long-term  debt rating
acceptable to Party A) in form and substance to
satisfactory to Party A
--------------------------------------------------------------------------------------------------------------------
</TABLE>

     (iv)  Thresholds.

               (A)  "Independent Amount" shall not apply for purposes of this
                    Annex.

               (B)  "Threshold" means, with respect to Party A, zero.
                    "Threshold" means, with respect to Party B, U.S.
                    $20,000,000.

                                       12

<PAGE>

                    (C)  "Minimum Transfer Amount" means, with respect to a
                         party, U.S.$100,000, provided, however, that if an
                         Event of Default has occurred and is continuing with
                         respect to a party, the Minimum Transfer Amount with
                         respect to such party shall be U.S.$0.

                    (D)  Rounding. The Delivery Amount and the Return Amount
                         will be rounded up and down to the nearest integral
                         multiple of U.S.$10,000, respectively.

(c)  Valuation and Timing.

     (i)   "Valuation Agent" means the party making the demand under Paragraph
           3, unless there has occurred and is continuing any Event of Default,
           Potential Event of Default or Additional Termination Event with
           respect to such party, in which case the other party shall be the
           Valuation Agent.

     (ii)  "Valuation Date" means any one Local Business Day in each calendar
           month, and more frequently as determined in the discretion of a party
           where a Delivery Amount would be US$2,000,000 or more.

     (iii) "Valuation Time" means the close of business in the city of the
           Valuation Agent on the Valuation Date or date of calculation, as
           applicable;

     provided that the calculations of Value and Exposure will be made as of
     approximately the same time on the same date.

     (iv)  "Notification Time" means by 12:00 noon, New York time, on a Local
     Business Day.

(d)  Conditions Precedent. With respect to Party A, any Additional Termination
     Event (if Party A is the Affected Party with respect to such Termination
     Event) will be a "Specified Condition". With respect to Party B, any
     Additional Termination Event (if Party B is the Affected Party with respect
     to such Termination Event) will be a "Specified Condition".

(e)  Substitution.

     (i)   "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

     (ii)  Consent. Inapplicable.

(f)  Dispute Resolution.

     (i)   "Resolution Time" means 12:00 noon, New York time, on the Local
           Business Day following the date on which notice is given that gives
           rise to a dispute under Paragraph 5.

     (ii)  Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of
           Posted Credit Support other than Cash will be calculated as follows:

                    (A) with respect to any Eligible Collateral except Cash, the
               sum of (I) (x) the mean of the high bid and low asked prices
               quoted on such date by any principal market maker for such
               Eligible Collateral chosen by the Disputing Party, or (y) if no
               quotations are available from a principal market maker for such
               date, the mean of such high bid and low asked prices as of the
               first day prior to such date on which such quotations were
               available, plus (II) the accrued interest on such Eligible
               Collateral (except to the extent Transferred to a party pursuant
               to any applicable provision of this Agreement or included in the
               applicable price referred to in (I) of this clause (A)) as of
               such date; multiplied by the applicable Valuation Percentage.

     (iii) The provisions of Paragraph 5 will apply.

                                       13

<PAGE>

(g)      Holding and Using Posted Collateral.

         (i)   Eligibility to Hold Posted Collateral; Custodians.

         Party A will be entitled to hold Posted Collateral itself or through a
         Custodian pursuant to Paragraph 6(b), provided that the following
         conditions applicable to it are satisfied:

                  (1)  Party A is not a Defaulting Party.

                  (2)  The Custodian is a Bank (as defined in the Federal
                  Deposit Insurance Act) whose rating with respect to its long
                  term unsecured, unsubordinated indebtedness is at least BBB+
                  by S&P or Baal by Moody's.

         Party B will be entitled to hold Posted Collateral itself or through a
         Custodian pursuant to Paragraph 6(b), provided that the following
         conditions applicable to it are satisfied:

                  (1)  Party B is not a Defaulting Party.

                  (2)  The Custodian is a Bank (as defined in the Federal
                  Deposit Insurance Act) whose rating with respect to its long
                  term unsecured, unsubordinated indebtedness is at least BBB+
                  by S&P or Baal by Moody's.

         (ii)  Use of Posted Collateral. The provisions of Paragraph 6(c) will
         apply to both parties.

(h)      Distributions and Interest Amount.

         (i)   Interest Rate. The Interest Rate for any day means the Federal
         Funds Overnight Rate. For the purposes hereof, "Federal Funds Overnight
         Rate" means, for any day, an interest rate per annum equal to the rate
         published as the Federal Funds Effective Rate that appears on Telerate
         Page 118 for such day.

         (ii)  Transfer of Interest Amount. The transfer of the Interest Amount
         will be made monthly on the second Local Business Day of each calendar
         month.

         (iii) Alternative to Interest Amount. The provisions of Paragraph
         6(d)(ii) will apply.

(i)      Additional Representations.

         None.

(j)      Other Eligible Support and Other Posted Support.

         (i)   "Value" with respect to Other Eligible Support and Other Posted
               Support means: The amount then available under the Letter of
               Credit to be unconditionally drawn down by the Secured Party.

         (ii)  "Transfer" with respect to Other Eligible Support and Other
               Posted Support means: For purposes of Paragraph 3(a)(1), delivery
               by the Pledgor to the Secured Party, at the address specified in
               this Annex, of the Letter of Credit or (2) delivery to the
               Secured Party of an amendment of such Letter of Credit extending
               the term or increasing the amount available to the Secured Party
               thereunder; and for purposes of Paragraph 3(b), return of the
               Letter of Credit by the Secured Party to the Pledgor, at the
               address specified in this Annex, or agreement by the Secured
               Party to an amendment to the Letter of Credit in form and
               substance satisfactory to the Pledgor, reducing the amount
               available to the Secured Party thereunder.

                                       14

<PAGE>

         (iii) All Other Eligible Support and Other Posted Support consisting of
         Letters of Credit shall be issued and maintained in accordance with the
         provisions set forth in Exhibit A attached hereto.

(k)      Demands and Notices.

         All demands, specifications and notices made by a party to this Annex
         will be made pursuant to the Notices Section of this Agreement, unless
         otherwise specified here:

         With respect to Party A:

         JPMorgan Chase Bank
         Collateral Middle Office Americas 3/OPS2
         500 Stanton Christiana Road
         Newark, DE, 19713 USA
         Telephone No.: 302-634-3191
         Fax No.: 302-634-3260

         With respect to Party B:

         [Please provide address for notices if different from address in
         Schedule]

(l)      Other Provisions.

         (i)      Modification to Paragraph 1: The following subparagraph (b) is
         substituted for subparagraph (b) of this Annex:

               (b) Secured Party and Pledgor. All references in this Annex to
               the "Secured Party" will be to Party A and all corresponding
               references to the "Pledgor" will be to Party B; provided,
               however, that if Other Posted Support is held by a party to this
               Annex, all references herein to that party as the Secured Party
               with respect to that Other Posted Support will be to that party
               as the beneficiary thereof and will not subject that support or
               that party as the beneficiary thereof to provisions of law
               generally relating to security interests and secured parties.

         (ii)     Modification to Paragraph 2: The following Paragraph 2 is
         substituted for Paragraph 2 of this Annex:

               Paragraph 2. Security Interest. The Pledgor hereby pledges to the
               Secured Party, as security for its Obligations, and grants to the
               Secured Party a first priority continuing security interest in,
               lien on and right of Set-Off against all Posted Collateral
               Transferred to or received by the Secured Party hereunder. Upon
               the Transfer by the Secured Party to the Pledgor of Posted
               Collateral, the security interest and lien granted hereunder on
               that Posted Collateral will be released immediately and, to the
               extent possible, without any further action by either party.

         (iii)    Modification to Paragraph 9: The following first clause of
         Paragraph 9 is substituted for the first clause of Paragraph 9 of this
         Annex:

               Paragraph 9. Representations. The Pledgor represents to the
               Secured Party (which representations will be deemed to be
               repeated as of each date on which it Transfers Eligible
               Collateral) that:

                                       15

<PAGE>

         (iv)     Modifications to Paragraph 12: The following definitions of
         "Pledgor" and "Secured Party" are substituted for the definitions of
         those terms contained in Paragraph 12 of this Annex:

               "Pledgor" means Party B, when that party (i) receives a demand
               for or is required to Transfer Eligible Credit Support under
               Paragraph 3(a) or (ii) has Transferred Eligible Credit Support
               under Paragraph 3(a).

               "Secured Party" means Party A, when that party (i) makes a demand
               for or is entitled to receive Eligible Credit Support under
               Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit
               Support.

               (b) Paragraph 12 of this Annex is hereby amended by adding the
               following "Letter of Credit" means an irrevocable standby letter
               of credit issued by Bank of America, N.A. (or any other Bank
               satisfactory to Party A and organized or licensed under the laws
               of the United States or any state thereof with a long-term debt
               rating acceptable to Party A) in form and substance to
               satisfactory to Party A

Please confirm your agreement to the terms of the foregoing Paragraph 13 by
signing below.

                                JPMORGAN CHASE BANK


                                By:  /s/ Marc E. Costantino
                                     ------------------------------------------
                                     Name: Marc E. Costantino
                                     Title: Vice President

                                VENTAS REALTY LIMITED PARTNERSHIP
                                By:  VENTAS, INC.
                                     General Partner


                                By:  /s/ T. Richard Riney
                                     ------------------------------------------
                                     Name: T. Richard Riney
                                     Title: Executive Vice President
                                            and General Counsel

                                       16

<PAGE>

                                    EXHIBIT A
                                 to Paragraph 13
                                     of the
                            ISDA Credit Support Annex

                           LETTER OF CREDIT PROVISIONS

I.   Letters of Credit. Posted Credit Support provided by one party ("X") for
the benefit of the other ("Y") in the form of a Letter of Credit shall be
subject to the following provisions.

     (a) Any Letter of Credit shall be delivered by X to such address as Y shall
     specify and shall be maintained for the benefit of Y or its designee. X
     shall (i) renew or cause the renewal of each outstanding Letter of Credit
     on a timely basis as provided in the relevant Letter of Credit, (ii) if the
     bank that issued an outstanding Letter of Credit has indicated its intent
     not to renew such Letter of Credit, provide a substitute Letter of Credit
     at least twenty (20) Local Business Days prior to the expiration of the
     outstanding Letter of Credit, and (iii) if a bank issuing a Letter of
     Credit shall fail to honor Y's properly documented request to draw on an
     outstanding Letter of Credit, provide for the benefit of Y a substitute
     Letter of Credit that is issued by a bank acceptable to Y, other than the
     bank failing to honor the outstanding Letter of Credit, within two (2)
     Local Business Days after such refusal.

     (b) As one method of providing additional Posted Credit Support, X may
     increase the amount of an outstanding Letter of Credit or establish one or
     more additional Letters of Credit.

     (c) (i)  A Letter of Credit shall provide that Y may draw upon the Letter
     of Credit in an amount that is equal to all amounts that are due and owing
     from X but have not been paid to Y within the time allowed for such
     payments under the Agreement. A Letter of Credit shall provide that a
     drawing may be made on the Letter of Credit upon submission to the bank
     issuing the Letter of Credit of one or more certificates to Y in accordance
     with specific requirements of the Letter of Credit.

         (ii) If X shall fail to renew, substitute, or sufficiently increase
     the amount of an outstanding Letter of Credit (as the case may be), or
     establish one or more additional Letters of Credit, or otherwise provide
     sufficient Posted Credit Support, then Y may draw on the entire, undrawn
     portion of any outstanding Letter of Credit upon submission to the bank
     issuing such Letter of Credit one or more certificates in accordance with
     specific requirement of the Letter of Credit. Cash proceeds received from
     drawing upon the Letter of Credit shall be deemed Eligible Collateral and
     shall be maintained in accordance with this Agreement. Notwithstanding Y's
     receipt of Cash under the Letter of Credit, X shall remain liable to Y for
     any failure to Transfer sufficient Eligible Credit Support to Y in
     accordance with the terms of this Agreement.

     (d) If a party's Credit Support Provider shall furnish a Letter of Credit
     hereunder, the amount otherwise required under such Letter of Credit may at
     the option of such Credit Support Provider be reduced by the amount of any
     Letter of Credit established by such party (but only for such time as such
     party's Letter of Credit shall be in effect). In the event a party shall be
     required to furnish a Letter of Credit hereunder, the amount otherwise
     required under such Letter of Credit may at the option of such party be
     reduced by the amount of any Letter of Credit established by such party's
     Credit Support Provider (but only for such time as such Credit Support
     Provider's Letter of Credit shall be in effect).

                                       17

<PAGE>

     (e) Upon or at any time after the occurrence or deemed occurrence of an
     Early Termination Date as a result of an Event of Default or a Termination
     Event (Event of Change) and the failure of X to make all payments due and
     owing to Y in accordance with the terms of the Agreement, Y may draw on any
     outstanding Letter of Credit in an amount equal to such amounts owing to
     it, X shall remain liable for any amounts owing to Y and remaining unpaid
     after the application of the amounts so drawn by Y.

     (f) The provisions of this Exhibit A shall constitute agreements for all
     purposes of the Master Agreement and this Annex.

                                       18

</TEXT>
</DOCUMENT>
