Exhibit 10.9



                         AMERICAN RETIREMENT CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                                TABLE OF CONTENTS
                                -----------------


ARTICLE I
  Introduction................................................................1
  1.1    Establishment of Plan................................................1
  1.2    Purpose..............................................................1

ARTICLE II
  Definitions.................................................................2
  2.1    Administrator........................................................2
  2.2    Affiliated Company...................................................2
  2.3    Beneficiary..........................................................2
  2.4    Board of Directors...................................................2
  2.5    Change in Control....................................................2
  2.6    Code.................................................................4
  2.7    Committee............................................................4
  2.8    Company..............................................................4
  2.9    Deferred Compensation Account........................................4
  2.10   Disability...........................................................4
  2.11   Effective Date.......................................................4
  2.12   Eligible Executive...................................................4
  2.13   Employer.............................................................5
  2.14   ERISA................................................................5
  2.15   Participant..........................................................5
  2.16   Plan.................................................................5
  2.17   Plan Year............................................................5
  2.18   Retirement...........................................................5
  2.19   Separation from Service..............................................5
  2.20   Year of Service......................................................5

ARTICLE III
  Participation...............................................................6
  3.1    Participation........................................................6
  3.2    Cessation of Participation...........................................6

ARTICLE IV
  Deferred Compensation and Establishment of Deferred Compensation Accounts...8
  4.1    Establishment of Deferred Compensation Accounts......................8
  4.2    Accrual of Earnings..................................................9
  4.3    Communication of Account Balances....................................9
  4.4    Deemed Investment Directions........................................11
  4.5    Employer Contributions..............................................11
  4.6    Vesting.............................................................11

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ARTICLE V
  Payment of Benefits........................................................13
  5.1    Eligibility for Payment.............................................13
  5.2    Separation from Service.............................................13
  5.3    Time of Payment.....................................................13
  5.4    Form of Payment.....................................................14
  5.5    Medium of Payment...................................................14
  5.6    Hardship Withdrawal.................................................15

ARTICLE VI
  Financing the Plan.........................................................17
  6.1    Costs Borne by the Company and the Affiliated Companies.............17
  6.2    Medium of Financing the Plan........................................17

ARTICLE VII
  Administration.............................................................18
  7.1    Administration......................................................18
  7.2    Claims Procedure....................................................18
  7.3    Powers and Duties of the Administrator..............................19
  7.4    Rules and Decisions.................................................20
  7.5    Duty to Keep Records and File Reports...............................20
  7.6    Authorization of Benefit Payments...................................20
  7.7    Application and Forms for Benefits..................................20
  7.8    Facility of Payment.................................................21
  7.9    Indemnification of Committee and Administrator Members..............21
  7.10   Governing Law.......................................................21
  7.11   Severability........................................................21
  7.12   Provisions of the Plan to Control...................................22
  7.13   No Right to Continued Employment....................................22

ARTICLE VIII
  Prohibition on Alienation..................................................23
  8.1    Prohibition on Alienation...........................................23

ARTICLE IX
  Change in Control..........................................................24
  9.1    Change in Control...................................................24

ARTICLE X
  Amendment and Termination of Plan..........................................25
  10.1   Amendments and Terminations.........................................25
  10.2   Distribution of Assets Upon Termination.............................25



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                                   ARTICLE I
                                  Introduction


     1.1 Establishment of Plan. American Retirement  Corporation (the "Company")
hereby establishes the American Retirement  Corporation  Supplemental  Executive
Retirement  Plan (the "Plan") as a plan that is unfunded and  maintained  by the
Company  and  any  other  Affiliated  Companies  primarily  for the  purpose  of
providing  deferred  compensation  for a select  group of  management  or highly
compensated employees as described in Sections 201(2), 301(a)(3),  401(a)(1) and
4021(b)(6) of the Employee Retirement Income Security Act of 1974 ("ERISA").

     1.2  Purpose.   The  Company  has  established   the  American   Retirement
Corporation 401(k) Plan (the "401(k) Plan"),  which permits an eligible employee
of the Company or its  Affiliated  Companies to elect to reduce his taxable cash
compensation in consideration  for having the Company make a contribution to the
401(k) Plan on the  employee's  behalf of an amount  equal to such  reduction in
compensation plus a certain matching amount.  Several provisions of the Internal
Revenue Code (the "Code") place restrictions on the amount of elective deferrals
or matching contributions under the 401(k) Plan or on the level of participation
of certain  employees in the 401(k) Plan. The purpose of this Plan is to provide
supplemental deferred compensation to a select group of such employees.



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                                   ARTICLE II
                                   Definitions


     The  following  words and  phrases,  when used  herein,  unless the context
indicates otherwise, shall have the following meanings:

     2.1 Administrator.  The individual or committee appointed to administer the
Plan pursuant to Section 7.1 of the Plan,  which unless changed by the Committee
shall be the 401(k) Investment Fiduciary Committee.

     2.2  Affiliated  Company.  Any  organization,  including a corporation or a
limited liability company, in an unbroken chain of such organizations  beginning
with the Company if each of the  organizations  other than the last organization
in the unbroken  chain owns fifty  percent  (50%) or more of the total  combined
voting power of all classes of stock or other ownership  interests in one of the
other organizations in the chain.  "Affiliated Companies" means more than one of
any such organizations.

     2.3 Beneficiary.  The person or persons  designated by a Participant,  on a
form and in a manner  prescribed by the  Administrator,  to receive the benefits
payable  to the  Participant  under the Plan in the  event of the  Participant's
death.

     2.4 Board of Directors. The Board of Directors of the Company.

     2.5 Change in Control.  The happening of any one of the  following  events:

     (a) Any  person or  entity,  including  a "group"  (as  defined  in Section
13(d)(3) of the  Securities  Exchange Act of 1934),  other than the Company or a
wholly-owned  subsidiary  thereof  or a  benefit  plan  of  the  Company  or  an
Affiliated Company, is or

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becomes the  beneficial  owner,  directly or  indirectly,  of  securities of the
Company  representing  35% or more of the combined voting power of the Company's
then  outstanding  securities  that may be cast for the election of the Board of
Directors (other than as a result of an issuance of securities  initiated by the
Company in the ordinary course of business); or

     (b) During any period of two (2) consecutive years,  individuals who at the
beginning of such period  constitute the Board of Directors cease for any reason
to constitute at least a majority thereof unless the election, or the nomination
for election by the Company's shareholders, of each new director was approved by
a vote of at least  two-thirds  of the  directors  then still in office who were
directors at the beginning of the period; or

     (c) As the result of, or in  connection  with,  any cash tender or exchange
offer,  merger or other  business  combination,  sales of  assets  or  contested
election, or any combination of the foregoing transactions, less than a majority
of the combined voting power of the then  outstanding  securities of the Company
or any  successor  corporation  or  entity  entitled  to vote  generally  in the
election of the Board of Directors of the Company or such other  corporation  or
entity after such  transaction  are held in the  aggregate by the holders of the
Company's  securities entitled to vote generally in the election of the Board of
Directors of the Company immediately prior to such transaction.

     Notwithstanding the occurrence of any of the foregoing events, the Board of
Directors may determine that an event otherwise constituting a Change in Control
shall not be  considered  a Change in Control for  purposes of the Plan  because
such event has been approved by the Board of Directors.  Such  determination  by
the Board of  Directors  shall be  effective  only if it is made

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by the Board of  Directors  prior to the  occurrence  of the event  which  would
otherwise  be a Change in  Control,  or after such event if made by the Board of
Directors,  a majority of which is composed of the same  members as  constituted
the Board of Directors  immediately prior to the event that would otherwise be a
Change in Control.

     2.6 Code. The Internal Revenue Code of 1986, as amended from time to time.

     2.7 Committee. The Compensation Committee of the Board of Directors.

     2.8 Company. American Retirement Corporation, a Tennessee corporation,  and
any successor by merger, consolidation or otherwise.

     2.9  Deferred  Compensation  Account.  A  bookkeeping  account  established
pursuant  to  Section  4.1 to serve as a measure  of the  benefits  payable to a
Participant in the Plan.

     2.10  Disability.  A physical or mental illness  resulting in disability as
determined under the Company's long-term disability policy.

     2.11 Effective Date. January 1, 2004.

     2.12  Eligible  Executive.  An  employee  of the  Company or an  Affiliated
Company who the  Committee  determines  is a member of a select  group of highly
compensated  or  management  employees and who is designated by the Committee to
participate in the Plan in its sole discretion. An employee shall cease to be an
Eligible  Executive  upon a  determination  by the  Committee  that he should no
longer participate in the Plan in its sole discretion, including a determination
that he is no  longer  a member  of a select  group  of  highly  compensated  or
management employees.

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     2.13 Employer. The Company and any Affiliated Company.

     2.14 ERISA. The Employee Retirement Income Security Act of 1974, as amended
from time to time.

     2.15 Participant.  An Eligible  Executive who satisfies the requirements to
be a Participant pursuant to Article III.

     2.16 Plan.  This American  Retirement  Corporation  Supplemental  Executive
Retirement Plan.

     2.17 Plan Year.  The twelve (12)  consecutive  month  period  beginning  on
January 1 and ending on December 31.

     2.18   Retirement.   Separation   from   Service  at  any  time  after  the
Participant's 65th birthday.

     2.19 Separation from Service. Termination of employment for any reason with
the Company and all Affiliated Companies.

     2.20  Year  of  Service.  Each  year  of  vesting  service  credited  to  a
Participant under the American Retirement Corporation 401(k) Plan. ARTICLE III



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                                  ARTICLE III
                                  Participation


     3.1  Participation.  An  Eligible  Executive  shall be eligible to become a
Participant  in the  Plan as of  January  1 of any  Plan  Year in which he is an
Eligible  Executive.  An  Eligible  Executive  may  become a  Participant  for a
particular  Plan Year by making a valid  election  before the  beginning of such
Plan Year by executing and filing with the Administrator a deferred compensation
election and agreement  form approved by the  Administrator,  which election and
agreement  shall contain (i) a statement that the Eligible  Executive  elects to
defer a portion of his compensation for the Plan Year as provided in Section 4.1
and (ii) a  statement  that  such  election  is  irrevocable,  except  for bonus
payments  as  provided  in  Section  4.1.  For the  first  Plan Year in which an
Eligible   Executive  is  eligible  to  participate  in  the  Plan  an  Eligible
Executive's election may be made after the beginning of the Plan Year but within
thirty (30) days after the date he becomes an Eligible  Executive.  Any election
to defer under this Section 3.1 after the beginning of the Plan Year shall apply
only to salary for services performed after the date of such election and to any
bonus payments made after the date of such election.

     3.2  Cessation  of  Participation.  A  Participant  shall  cease  to  be  a
Participant upon receiving  payment for the full amount of benefits to which the
Participant  is entitled  pursuant to Article V or upon a  determination  by the
Committee in its sole discretion that he is no longer  designated as an Eligible
Executive  or  that he is no  longer  a  member  of a  select  group  of  highly
compensated  or  management  employees.  A  Participant  who is not an  Eligible
Executive  for a Plan Year shall not be  entitled  to make a  deferral  election
under  Section  3.1 for that  Plan  Year or to  receive  further  credit  to his
Deferred  Compensation Account pursuant to Section 4.1 with respect to deferrals
but shall continue to be a Participant with respect to the benefits to which the


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Participant is entitled based on credits  received as a result of prior deferral
elections and hypothetical earnings thereon and shall continue to be entitled to
credits for the accrual of hypothetical  earnings on credits pursuant to Section
4.2  based  on such  prior  credits  for  deferral  elections  and  hypothetical
earnings.



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ARTICLE IV
                            Deferred Compensation and
                 Establishment of Deferred Compensation Accounts


     4.1  Establishment of Deferred  Compensation  Accounts.  The  Administrator
shall establish an unfunded individual Deferred  Compensation Account consisting
of book entries for each  Participant  to which the  following  credits shall be
made  pursuant to this Section 4.1,  Section 4.2 and Section 4.5. If an Eligible
Executive  makes a valid  election  in the manner  prescribed  in Section 3.1 to
defer  a  portion  of his  compensation  for a Plan  Year,  the  Company  or the
Affiliated  Company by which the Eligible Executive is employed shall reduce the
current cash compensation  otherwise payable to the Eligible  Executive for that
Plan Year by an amount equal to the portion of his  compensation  that he elects
to defer. The  Administrator  shall, for each Plan Year,  credit to the Deferred
Compensation  Account  of each  Eligible  Executive  who makes a valid  deferral
election for that Plan Year an amount  equal to the amount of such  deferral for
the Plan  Year.  A  Participant  may elect to defer a flat  dollar  amount,  the
portion of his  compensation  in excess of a flat  dollar  amount,  a  specified
percentage of his compensation or any other portion of his compensation that the
Administrator   shall   determine  may  be  clearly   specified  and  reasonably
administrable.  A separate election may be made for a Participant's  base salary
and for each bonus  payment as long as each such election is made as provided in
Section 3.1. A Participant  may modify his election for each bonus payment to be
received by such  Participant  during a Plan Year no later than thirty (30) days
before  the date he would  otherwise  have  received  such bonus  payment.  Such
credits  to the  Participant's  Deferred  Compensation  Account  shall  be  made
effective as of the last day of the calendar month in which the deferral  occurs
or such other times as determined by the Administrator in its sole discretion.


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<PAGE>


     4.2 Accrual of Earnings.  The Administrator shall credit each Participant's
Deferred Compensation Account with additional amounts to represent  hypothetical
investment  earnings  (including losses) on the amounts credited to the Deferred
Compensation  Account pursuant to Section 4.1 and Section 4.5. Such hypothetical
investment  earnings shall be accrued commencing on the date of each credit made
pursuant to Section 4.1 and Section 4.5 and shall  continue to accrue  until the
date as of which  benefits are determined  pursuant to Section 5.1.  Pursuant to
Section 4.4, a Participant  shall have the right to designate how the amounts in
his Deferred Compensation Account shall be deemed to be invested in hypothetical
investment  options  selected  by the  Administrator.  Additions  credited  to a
Participant's Deferred Compensation Account shall be based on the performance of
the hypothetical investment options designated by the Participant.

     4.3 Communication of Account Balances.  The Administrator shall communicate
in  writing  to  each  Participant  the  value  of  the  Participant's  Deferred
Compensation  Account as of each December 31 or at such more frequent  intervals
(not to  exceed  quarterly)  as may be  determined  by the  Administrator  to be
appropriate.

     4.4 Deemed Investment  Directions.  Subject to such limitations as may from
time to time be required by law or imposed by the  Administrator,  the Committee
or the Company,  and subject to such  operating  rules and  procedures as may be
imposed from time to time by the  Administrator,  the  Committee or the Company,
prior to the date on which a direction will become effective,  a Participant may
communicate to the Administrator a direction as to how his Deferred Compensation
Account should be deemed to be invested (in whole percent  multiples)  among the
hypothetical   investment  options.  Such  direction  may  separately  designate
hypothetical  investments  (i) for that  portion of the  Participant's  Deferred
Compensation  Account  attributable  to  amounts  that will be  credited  to the
Participant's  Deferred  Compensation  Account prior to the designation  date on
which such direction  shall become  effective,  and (ii) for that portion of the
Participant's Deferred Compensation Account attributable to amounts that will be
credited  to  the  Participant's   Deferred   Compensation   Account  after  the
designation date on which such direction shall become effective.  Such direction
shall become effective subject to the following rules and procedures:


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          (a)  Any hypothetical  investment  direction shall be in writing, on a
               form supplied by and filed with the  Administrator,  and shall be
               effective  as  of  the   designation   date   determined  by  the
               Administrator.

          (b)  (1) All amounts credited to a Participant's Deferred Compensation
               Account  shall be deemed to be  invested in  accordance  with the
               then effective hypothetical  investment direction,  and (2) as of
               the effective date of any new hypothetical  investment direction,
               all or a portion of a Participant's Deferred Compensation Account
               at  that  date  shall  be   reallocated   among  the   designated
               hypothetical investment options according to the new hypothetical
               investment  directions and according to the percentages specified
               in the new hypothetical  investment  direction unless and until a
               subsequent hypothetical investment direction becomes effective.

          (c)  If the Administrator receives a hypothetical investment direction
               that  it  finds  to be  incomplete,  unclear,  or  improper,  the
               Participant's  hypothetical  investment  direction then in effect
               shall  remain in effect  (or, in the case of a  deficiency  in an
               initial hypothetical investment direction,  the Participant shall
               be deemed to have  filed no  hypothetical  investment  direction)
               until  the  next  designation   date,  unless  the  Administrator
               provides for, and permits the application of,  corrective  action
               prior thereto.


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          (d)  If the  Administrator  possesses at any time directions as to the
               hypothetical  investment  of  less  than  all of a  Participant's
               Deferred Compensation Account, the Participant shall be deemed to
               have  directed  that the  undesignated  portion of the Account be
               deemed to be invested in any  investment  option  selected by the
               Administrator,  and the Administrator shall not be liable for the
               investment option(s) selected by it in such circumstances.

          (e)  Neither the Administrator,  the Committee,  the Company,  nor any
               Affiliated  Company  shall be liable for any losses or damages of
               any  kind   relating  to  the   hypothetical   investment   of  a
               Participant's Deferred Compensation Account hereunder.

     4.5 Employer Contributions. At such times as determined by the Committee in
its sole  discretion,  or pursuant to a separate written  agreement  between the
Company or an Affiliated Company and a Participant which specifically references
this Plan, the Administrator may credit the Participant's  Deferred Compensation
Account  with an  additional  amount,  determined  by the  Committee in its sole
discretion or pursuant to such an agreement between the Company or an Affiliated
Company and the Participant.

     4.6  Vesting.  A  Participant  shall  always be 100  percent  vested in the
portion  of his  Deferred  Compensation  Account  attributable  to his  elective
deferrals.  Unless otherwise  provided  pursuant to a separate written agreement
between  the  Company  or  an  Affiliated   Company  and  a  Participant   which
specifically  references  this Plan, the portion of the  Participant's  Deferred
Compensation  Account,  if  any,  attributable  to  employer   contributions  as
described in Section 4.5 shall vest based on Years of Service in accordance with
the following schedule:


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  -------------------------------------- -------------------------------------
             Years of Service                      Vested Percentage
                                                       of Account
  -------------------------------------- -------------------------------------
                Fewer than 1                               0%
  -------------------------------------- -------------------------------------
             1, but fewer than 2                          25%
  -------------------------------------- -------------------------------------
             2, but fewer than 3                          50%
  -------------------------------------- -------------------------------------
             3, but fewer than 4                          75%
  -------------------------------------- -------------------------------------
                 4 or more                               100%
  -------------------------------------- -------------------------------------

Notwithstanding  the above  schedule,  a  Participant  shall be 100 percent
vested in his entire Deferred  Compensation  Account if he has a Separation from
Service on  account of death,  Disability  or  Retirement,  or in the event of a
Change in Control.


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                                   ARTICLE V
                               Payment of Benefits


     5.1  Eligibility  for  Payment.  Payments  from  a  Participant's  Deferred
Compensation Account shall be made only upon Separation from Service;  provided,
however,  that  payments  may be made  from  the  portion  of the  Participant's
Deferred  Compensation  Account  attributable to his elective deferrals upon the
occurrence of a "financial hardship" as described in Section 5.6.

     5.2 Separation from Service. A Participant whose Separation from Service is
on account of death,  Disability or Retirement  shall be entitled to 100 percent
of his Deferred  Compensation  Account.  A  Participant  whose  Separation  from
Service is for any other  reason shall be entitled to 100 percent of the portion
of his Deferred  Compensation Account attributable to his elective deferrals and
the vested percentage (determined pursuant to Section 4.6) of the portion of his
Deferred  Compensation  Account  attributable  to  Employer  Contributions.  The
portion of the Participant's  Deferred  Compensation Account which is not vested
shall be forfeited at the time of Separation from Service.

5.3 Time of Payment. A Participant whose Separation from Service is on account
of Disability or Retirement shall be entitled to elect the time his payment
under the Plan commences; provided, however, that such payment shall commence no
later than ninety (90) days after the end of the calendar quarter during which
the Participant attains age seventy (70). Payment to a Participant (or his
Beneficiary) whose Separation from Service is for any other reason (including
death) shall commence within ninety (90) days after the end of the calendar
quarter during which the Participant's Separation from Service occurs.


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     A  Participant's  election  as to the time of payment  shall be made at any
time on or before the last day of the Plan Year  immediately  preceding the Plan
Year during  which the  Participant's  Separation  from  Service  occurs.  If no
election  is made before the end of such Plan Year,  the  payment  shall be made
within ninety (90) days after the end of the calendar  quarter  during which the
Participant's Separation from Service occurs.

     5.4 Form of Payment.  A  Participant  whose  Separation  from Service is on
account of Disability  or  Retirement  may elect payment in one of the following
forms:

          (a)  One lump sum payment, or

          (b)  Payment in annual  installments  over a period not exceeding five
               (5) years.  Unless otherwise  determined by the  Administrator in
               its sole discretion,  the amount of each such annual  installment
               shall  be  equal  to  the  amount   determined  by  dividing  the
               Participant's total remaining vested benefit under the Plan as of
               the date thereof by the number of  installments  (including  such
               installment) remaining to be paid to such Participant.

Payment to a Participant (or his Beneficiary) whose Separation from Service
is for any other reason (including death) shall be made in a single lump sum.

     A  Participant's  election  as to the form of payment  shall be made at any
time on or before the last day of the Plan Year  immediately  preceding the Plan
Year during  which the  Participant's  Separation  from  Service  occurs.  If no
election is made before the end of such Plan Year,  the payment shall be made in
a single lump sum.

     5.5 Medium of Payment.  The payment of a  Participant's  benefit under this
Plan shall be made in cash.


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<PAGE>


     5.6 Hardship  Withdrawal.  A Participant may request a withdrawal of all or
any  portion of his  Deferred  Compensation  Account  on  account of  "financial
hardship."  For this  purpose,  the  term  "financial  hardship"  means a severe
financial  hardship to the  Participant  resulting  from a sudden and unexpected
illness or accident of the  Participant or of a dependent (as defined in Section
152 of the Code) of the Participant,  loss of the Participant's  property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events  beyond the control of the  Participant.  Withdrawals  for
foreseeable  expenditures,  such as a down  payment on a home or  purchase of an
auto or college  expenses,  will not be  permitted,  nor will any  withdrawal be
permitted to the extent that such hardship is or may be relieved:

          (a)  through reimbursement by insurance or otherwise; or

          (b)  by liquidation  of the  Participant's  assets,  to the extent the
               liquidation   of  such  assets  would  not  itself  cause  severe
               financial hardship.

     The Administrator shall review the request and determine whether payment of
any amount is justified;  and if so, how much is reasonably necessary to be paid
to meet the  emergency.  Any such payment shall be debited to the  Participant's
Deferred  Compensation  Account,  and the balance remaining in the Participant's
Deferred  Compensation  Account  shall be payable in accordance  with  otherwise
applicable provisions of the Plan.


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<PAGE>


     A  Participant  who elects to make a hardship  withdrawal of any portion of
his  Deferred  Compensation  Account  pursuant to this  Section 5.6 shall not be
eligible to make Elective  Deferrals until the Plan Year that first occurs after
the expiration of twelve (12) months from the date of such hardship  withdrawal.
A Participant who is suspended from making Elective  Deferrals  pursuant to this
Section 5.6 shall  remain a  Participant  even  though he may not resume  making
Elective  Deferrals until after the period of his  ineligibility has expired and
until  he  has  completed  and  submitted  to  the  person   designated  by  the
Administrator a new Salary Deferral  Agreement.  Any suspension of a Participant
shall have no effect upon his rights under the Plan, except as expressly limited
by this Section 5.6, and earnings shall be credited to his Deferred Compensation
Account as in the case of all Participants.


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                                   ARTICLE VI
                               Financing the Plan

     6.1 Costs Borne by the Company and the Affiliated  Companies.  The costs of
the Plan shall be borne by the Company and the Affiliated Companies. Any reserve
that may be  accumulated  by the  Company or the  Affiliated  Companies  for the
payment of benefits  under the Plan shall not be allocated  to any  Participant,
Beneficiary or Eligible Executive.

     6.2 Medium of  Financing  the Plan.  The Plan shall be  financed by benefit
payments  to  Participants  from  the  general  assets  of the  Company  and the
Affiliated Companies.  The Company and the Affiliated Companies may accumulate a
reserve or reserves, and may use such vehicles as corporate owned life insurance
and "rabbi trusts" to accumulate such a reserve or reserves,  which shall remain
the  property  of the Company or the  Affiliated  Company as part of the general
assets of the Company or the Affiliated  Companies.  Participants shall have the
status of general unsecured creditors of the Company or the Affiliated Companies
and the  Plan  constitutes  a mere  promise  by the  Company  or the  Affiliated
Companies to make benefit payments in the future. Any contract,  policy or other
asset  which the  Company  or the  Affiliated  Companies  may  utilize to assure
themselves  of the funds to provide the benefits  under the Plan shall not serve
in any way as security for the payment of Plan  benefits and neither the Company
nor any  Affiliated  Companies  shall  be under  any  obligation  whatsoever  to
purchase or maintain any contract, policy or other asset to provide the benefits
payable  under the Plan.  It is the intention of the parties that the Plan is to
be unfunded for income tax purposes and for purposes of Title I of ERISA.


                                       17
<PAGE>


                                  ARTICLE VII
                                 Administration


     7.1  Administration.  The Committee shall have the sole  responsibility for
the  administration  of the Plan  and  shall  have  discretionary  authority  to
determine  eligibility  for benefits and to construe and  interpret the terms of
the Plan. The Committee may designate  persons other than the Committee to carry
out  responsibilities  under  the  Plan.  Pursuant  to  this  authority,   these
responsibilities are delegated to the Administrator, which unless changed by the
Committee  shall be the 401(k)  Investment  Fiduciary  Committee.  All usual and
reasonable  expenses of the Committee and the Administrator in administering the
Plan shall be paid by the Company and the Affiliated Companies. No member of the
Committee  or  the  Administrator  who  is an  employee  of  the  Company  or an
Affiliated  Company shall receive  additional  compensation  for his services in
administering the Plan.

     7.2  Claims   Procedure.   The   Administrator   shall  make  all   initial
determinations  regarding  a claim  for  benefits.  Any  denial  of a claim  for
benefits made by a  Participant  or  Beneficiary  shall be stated in writing and
delivered or mailed to the  Participant  or  Beneficiary.  Such notice shall set
forth the  specific  reasons  for the  denial,  written in a manner  that may be
understood  by  a  layman,  and  containing   specific  reference  to  pertinent
provisions of this Plan document on which such denial is based. In addition, the
Participant or  Beneficiary  whose claim for benefits has been denied shall have
the opportunity,  within sixty (60) days after receipt of the written denial, to
submit a written request that the decision  denying the claim be reviewed by the
Administrator.


                                       18
<PAGE>


     Within  sixty (60) days  after the  receipt of a request  for  review,  the
Administrator  will  review  the  denial of the  claim.  After  considering  all
materials  presented by the claimant,  the  Administrator  will render a written
opinion,  written  in a manner  calculated  to be  understood  by the  claimant,
setting  forth the specific  reasons for the decision  and  containing  specific
references  to the  pertinent  provisions  of the Plan on which the  decision is
based. If special  circumstances  require that the sixty (60) day time period be
extended,  the Administrator will so notify the claimant,  and the Administrator
will  render the  decision  as soon as  possible,  but no later than one hundred
twenty (120) days after receipt of the request for review.  Any determination or
decision  of the  Administrator  on review of the  denial of the claim  shall be
final, conclusive and binding.

     7.3 Powers and Duties of the  Administrator.  The Administrator  shall have
such  discretion,  duties and powers as may be necessary to discharge its duties
hereunder, including, but not by way of limitation, the following:

          (a)  To construe  and  interpret  the Plan,  decide all  questions  of
               eligibility and determine the amount,  manner and time of payment
               of any benefits hereunder;

          (b)  to  prescribe  procedures  to  be  followed  by  Participants  or
               Beneficiaries in filing application for benefits; and

          (c)  to appoint or employ  individuals to assist in the administration
               of the Plan and any other  agents it deems  advisable,  including
               legal  and   actuarial   counsel.

     Except to the extent the Administrator is expressly  authorized in the Plan
to exercise  discretion  to be used to calculate  benefits  under the Plan,  the
Administrator  shall have no power to add to, subtract from or modify any of the
terms of the Plan, or to change or add to any benefits  provided by the Plan, or
to waive or fail to apply any  requirements  of eligibility  for a benefit under
the Plan.


                                       19
<PAGE>

     7.4 Rules and Decisions. The Administrator may adopt such rules as it deems
necessary,   desirable  or   appropriate.   All  rules  and   decisions  by  the
Administrator  shall be uniformly and  consistently  applied to all Participants
and  Beneficiaries  in similar  circumstances.  When making a  determination  or
calculation,  the  Administrator  shall be  entitled  to rely  upon  information
furnished  by  a  Participant  or  Beneficiary,   the  Company,  the  Affiliated
Companies, or the legal counsel of the Company or an Affiliated Company.

     7.5 Duty to Keep Records and File  Reports.  The  Administrator  shall keep
records  and other data as may be  necessary  for proper  administration  of the
Plan.  The  Administrator  shall file or cause to be filed all  annual  reports,
financial  and other  statements  as may be  required  by any  federal  or state
statute, agency or authority within the time prescribed by law or regulation for
filing such documents. The Administrator shall furnish such reports,  statements
and other  documents to  Participants  and  Beneficiaries  of the Plan as may be
required by any federal or state statute or regulation.

     7.6  Authorization  of Benefit  Payments.  The  Administrator  shall  issue
directions  concerning  all  benefits  that  are  to be  paid  pursuant  to  the
provisions of the Plan.

     7.7 Application  and Forms for Benefits.  The  Administrator  may require a
Participant  or  Beneficiary  to  complete  and file with the  Administrator  an
application for a benefit and all other forms approved by the Administrator, and
to  furnish  all  pertinent  information  requested  by the  Administrator.  The
Administrator  may rely upon all such information so furnished it, including the
current mailing address of the Participant or Beneficiary.


                                       20
<PAGE>


     7.8  Facility of  Payment.  Whenever,  in the  Administrator's  opinion,  a
Participant  or  Beneficiary  entitled  to receive  any  payment of a benefit or
installment thereof hereunder is under a legal disability or is incapacitated in
any way so as to be unable to manage his financial  affairs,  the  Administrator
may  direct  payments  to  such  Participant  or  Beneficiary  or to  his  legal
representative or to another person or institution maintaining him, upon receipt
by the  Administrator of satisfactory  evidence of such disability or incapacity
and  satisfactory  evidence that such person or institution is maintaining  him.
Any  payment  of a  benefit  or  installment  thereof  in  accordance  with  the
provisions   of  this  Section  7.8  shall  be  a  complete   discharge  to  the
Administrator, the Company and the Affiliated Companies of any liability for the
making of such payment under the provisions of the Plan.

     7.9 Indemnification of Committee and Administrator Members. The Company and
the Affiliated  Companies  shall  indemnify and hold harmless each member of the
Committee and Administrator against any and all liability,  claims,  damages and
expense, including fees of individuals appointed pursuant to Section 7.3(c) that
the member may incur in  administration  of the Plan,  unless  arising  from the
gross negligence or willful misconduct of such member.

     7.10 Governing Law. The Plan, except as otherwise  provided by ERISA, shall
be  construed  in  accordance  with and  governed  by the  laws of the  State of
Tennessee.

     7.11  Severability.  If any of the  provisions of the Plan shall be for any
reason invalid or  unenforceable,  the remaining  provisions shall  nevertheless
remain in full force and effect.


                                       21
<PAGE>


     7.12  Provisions  of the Plan to  Control.  In the  event  of any  conflict
between  the  terms  of the  Plan  as set  forth  in  this  instrument  and  any
description of the Plan that may be furnished to the Participants or others, the
Plan set forth herein shall control.

     7.13 No Right to Continued  Employment.  Nothing  contained herein shall be
construed as conferring  upon a Participant  the right to continue in the employ
of the Company or an Affiliated Company as an Eligible Executive or as a manager
or in any other capacity.


                                       22
<PAGE>


                                  ARTICLE VIII
                            Prohibition on Alienation


     8.1 Prohibition on Alienation. No Participant or Beneficiary shall have the
right to assign,  alienate or otherwise  encumber any benefit  payable under the
Plan, and any attempt to do so shall be void. None of the benefits  payable to a
Participant or Beneficiary  under the Plan shall be subject to the Participant's
or  Beneficiary's  debts  or  liabilities  or  claims  of the  Participant's  or
Beneficiary's  creditors,  nor shall the  benefits  be  subject  to  attachment,
garnishment or other legal process by such creditors.


                                       23
<PAGE>


                                   ARTICLE IX
                                Change in Control

     9.1 Change in Control.  In the event of a Change in Control of the Company,
a Participant or Beneficiary shall immediately have nonforfeitable rights to all
benefits  under this Plan,  including  the portion of his Deferred  Compensation
Account  attributable  to  Employer  Contributions.  In the event of a Change in
Control,  or at such other times as the Board of Directors shall determine,  the
Company  shall either  contribute  an amount to a "rabbi  trust"  sufficient  to
provide payment of all benefits to which the Participants or Beneficiaries would
be entitled  under the Plan as of the date on which the Change in Control occurs
or distribute such amount to the  Participants or  Beneficiaries or to trusts or
accounts  designated by the Participants or  Beneficiaries.  The contribution to
the "rabbi  trust" or the  distribution  described  in this Section 9.1 shall be
made in cash.


                                       24
<PAGE>


                                   ARTICLE X
                        Amendment and Termination of Plan


     10.1 Amendments and Terminations. The Board of Directors reserves the right
to  amend  or  terminate  the  Plan.  In the  event  of any  such  amendment  or
termination  such  amendment or  termination  shall not reduce the amount of the
payment of any benefit  currently payable to any individual who is a Participant
or  Beneficiary  on the  effective  date  of the  amendment  or  termination  or
eliminate the right of a Participant  to payment of the then current  balance of
the  Participant's  Deferred  Compensation  Account.  Any action by the  Company
amending or terminating  the Plan may be by resolution of the Board of Directors
or by any  person or  persons  duly  authorized  by  resolution  of the Board of
Directors to take such action.

     10.2  Distribution  of  Assets  Upon  Termination.   The  Company  and  the
Affiliated  Companies  shall  retain  absolute  ownership  of any assets held to
finance the payment of benefits  under the Plan.  Upon  termination of the Plan,
any such assets held by the Company and the  Affiliated  Companies  or otherwise
held as a reserve for the payment of such benefits  shall remain the property of
the Company and the Affiliated  Companies.  No Participant or Beneficiary  shall
have any right or claim to such assets except as provided herein.


                                       25
<PAGE>


     IN  WITNESS  WHEREOF,  American  Retirement  Corporation  has  caused  this
instrument to be executed on the ____ day of December,  2003,  effective January
1, 2004, by its duly authorized officers.


                                   AMERICAN RETIREMENT CORPORATION

                                   By:      _________________________________



ATTEST:

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


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<PAGE>