Exhibit 10.1

                              AMENDED AND RESTATED
               EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS PLAN
                                  (the "Plan")

                                    PREAMBLE

     American Retirement  Corporation,  a Tennessee  corporation (the "Company,"
which  reference  shall  also  include  the  Company's   beneficially  owned  or
controlled  subsidiaries  and  its  predecessors,  unless  the  context  clearly
requires  otherwise)  recognizes  that the  possibility  of a change in  control
presently exists and may exist in the future, and that such possibility, and the
uncertainty  and  questions  which  such  change  may raise  among  certain  key
employees of the Company,  may result in the departure or distraction of certain
key employees to the detriment of the Company and its shareholders. Accordingly,
the  Compensation  Committee  of the  Board of  Directors  of the  Company  (the
"Committee")  has  determined  that it is appropriate to reinforce and encourage
the  continued  attention  and  dedication  of certain  members of the Company's
senior  management  (each an  "Eligible  Employee"  as  specified  in  Section 2
hereof), to their assigned duties without distraction in potentially  disturbing
circumstances  arising  from the  possibility  of a  change  in  control  of the
Company.

     In order to induce the  Eligible  Employees  to remain in the employ of the
Company and in consideration of the Eligible  Employees  remaining in the employ
of the Company,  this Plan sets forth the terms and conditions for qualification
for  severance  "Benefits"  (as specified in Section 6 hereof) which the Company
will provide to the Eligible  Employees in the event their  employment  with the
Company is terminated subsequent to a "Change in Control" (as defined in Section
4 hereof).

     1.   Administration.  The Plan shall be administered by the Committee.  The
Committee shall have exclusive  authority to determine all matters involving the
administration,   operation  and   interpretation  of  the  Plan,  in  its  sole
discretion. All decisions, actions or interpretations of the Committee under the
Plan shall be final,  conclusive and binding upon all parties. After a Change in
Control,  all powers of the Committee under this Plan shall be exercised  solely
by the  Committee  as it was  constituted  immediately  prior to such  Change in
Control.

     2.   Eligible  Employees.  Only  those  members  of  the  Company's  senior
management  who hold the  titles  of  Chairman  of the  Board,  Chief  Executive
Officer,  President, Chief Operating Officer, Chief Financial Officer, Executive
Vice  President,  Senior Vice  President  or Vice  President  are  eligible  for
Benefits under the Plan.

     3.   Company's  Right to  Terminate.  No provision  contained  herein shall
affect the Company's ability to terminate an Eligible  Employee's  employment at
any time,  with or without cause.  Nothing in this Plan shall in any way require
the Company to provide any Benefits prior to a Change in Control, nor shall this
Plan ever be construed in any way as  establishing  any policies or requirements
for  severance  benefits for any Eligible  Employee  whose  employment  with the
Company terminates prior to a Change in Control.

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     4.   Change in Control.  Benefits  provided herein shall be payable only in
the event there shall have occurred a "Change in Control" as defined below,  and
an Eligible  Employee's  employment  by the Company shall  thereafter  have been
terminated  in  accordance  with  Section 5 below.  For purposes of this Plan, a
"Change in Control" shall mean the occurrence of any of the following:

          (i)  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, a
     wholly-owned  subsidiary  thereof  or  any  employee  benefit  plan  of the
     Company,  becomes the beneficial owner of the Company's  securities  having
     50% or more of the combined voting power of the then outstanding securities
     of the  Company  that  may be cast for the  election  of  directors  of the
     Company  (other than as a result of an issuance of securities  initiated by
     the Company in the ordinary course of business);

          (ii) 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  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 directors of the Company  immediately prior to
     such transaction;

          (iii) the consummation of a complete liquidation or dissolution of the
     Company; or

          (iv) during any period of two  consecutive  years,  individuals who at
     the beginning of any such period  constitute  the Board of Directors of the
     Company  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 director of the Company  first  elected  during such
     period was approved by a vote of at least  two-thirds  of the  directors of
     the Company  then still in office who were  directors of the Company at the
     beginning of any such period.

     5.   Termination  Following  Change  in  Control.  In the event a Change in
Control  shall have  occurred,  an  Eligible  Employee  shall be entitled to the
Benefits  provided in Section 6 hereof upon a termination of his employment with
the Company within eighteen (18) months (the "Protected  Period")  following the
date of the Change in Control, but only if the termination is (a) by the Company
without "Good Cause", or (b) by the Eligible Employee for "Good Reason."

          (i)  Good Cause.  Termination by the Company of an Eligible Employee's
     employment  for "Good Cause" shall be deemed to exist if, and only if after
     the occurrence of a Change in Control:

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               (A)  the Eligible  Employee engages in material acts or omissions
          constituting dishonesty or intentional wrongdoing or malfeasance which
          are demonstrably injurious to the Company;

               (B)  the Eligible  Employee is  convicted  of a felony  involving
          fraud or dishonesty; or

               (C)  the  Eligible  Employee  materially  fails  to  satisfy  the
          reasonable  conditions and  requirements  of his  employment  with the
          Company,  and such  breach or failure by its  nature is  incapable  of
          being cured,  or such breach or failure  remains uncured for more than
          30 days following  receipt by the Eligible  Employee of written notice
          from the  Company  specifying  the nature of the breach or failure and
          demanding  the cure  thereof.  Notwithstanding  the  generality of the
          foregoing,  Good  Cause  shall not exist  with  respect  to any act or
          omission  by an  Eligible  Employee  who acted in good  faith and in a
          manner  he  reasonably  believed  to be in the  best  interest  of the
          Company.

          (ii)  Good  Reason.  Termination  by  the  Eligible  Employee  of  his
     employment for "Good Reason" shall mean termination  subsequent to a Change
     in Control if:

               (A)  the  Eligible  Employee is  assigned  by the Company  duties
          inconsistent   with  the   Eligible   Employee's   position,   duties,
          responsibilities  and status (for compensation or other purposes) with
          the Company  immediately  prior to a Change in Control of the Company,
          or the Eligible  Employee is removed  from or not  reelected to any of
          such  positions,  except in  connection  with the  termination  of his
          employment;

               (B)  there is a reduction in the Eligible Employee's rate of base
          salary or annual cash bonus opportunity;

               (C)  the  Company  changes  the  principal  location in which the
          Eligible Employee is required to perform services outside a fifty (50)
          mile radius of such location without the Eligible  Employee's consent,
          except for  required  travel on the  Company's  business  to an extent
          substantially   consistent   with   his   previous   business   travel
          obligations;

               (D)  the  Company  has  failed to obtain  the  assumption  of the
          obligations contained in this Plan by any successor as contemplated in
          Section 9 hereof; or

               (E)  there  occurs  any  purported  termination  of the  Eligible
          Employee's  employment  which is not effected  pursuant to a Notice of
          Termination satisfying the requirements of paragraph (iii) below (and,
          if applicable, paragraph (i) above); and for purposes of this Plan, no
          such purported termination shall be effective.

     A termination of employment by an Eligible  Employee  following a Change of
Control  shall be for Good Reason if one of the  occurrences  specified  in this

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<PAGE>

paragraph (ii) shall have occurred,  notwithstanding  that the Eligible Employee
may have other  reasons for  terminating  employment,  including  employment  by
another entity which the Eligible Employee desires to accept.

          (iii) Notice of Termination. Any termination of an Eligible Employee's
     employment  by  the  Company   following  a  Change  in  Control  shall  be
     communicated by written Notice of Termination to the Eligible Employee. For
     purposes  of this  Plan,  a "Notice  of  Termination"  shall mean a written
     notice which shall indicate the specific termination provision in this Plan
     relied  upon,   shall  set  forth  in  reasonable   detail  the  facts  and
     circumstances  claimed to provide a basis for  termination  of the Eligible
     Employee's  employment  under the provision so  indicated,  and shall state
     whether  the  Company  (or  its  successor)  intends  to pay  the  Benefits
     specified in Section 6 to the Eligible Employee.

          (iv) Date of Termination. "Date of Termination" shall mean:

               (A)  if the Eligible Employee's employment is terminated for Good
          Cause  pursuant to  paragraph  (i) above,  the date  specified  in the
          Notice of Termination,

               (B)  if the Eligible  Employee's  employment is terminated by the
          Company  for  any  other  reason,  the  date  on  which  a  Notice  of
          Termination  is given;  provided that if within thirty (30) days after
          any Notice of Termination is given the Eligible  Employee notifies the
          Company that a dispute exists concerning the termination,  the Date of
          Termination  shall  be the  date  on  which  the  dispute  is  finally
          determined, either by mutual written agreement of the parties, or by a
          final judgment, order or decree of the court with jurisdiction, and

               (C)  if the Eligible Employee  terminates his employment for Good
          Reason,  the  date on  which  the  Company  receives  notice  from the
          Eligible Employee of such termination.

     6.   Certain  Benefits  Upon  Termination.  Upon  the  termination  of  the
employment of an Eligible  Employee under the circumstances set forth in Section
5, the Eligible Employee shall be entitled to the benefits ("Benefits") provided
below:

          (i)  the Company shall pay each  Eligible  Employee an amount equal to
     the sum of the amounts  specified in  subsections  (A),  (B),  (C), and (D)
     below:

               (A)  an amount determined as follows:

                    (1)  if,  immediately  prior to the Change in  Control,  the
               Eligible Employee held the title of Chairman of the Board,  Chief
               Executive  Officer or President,  the amount equal to the product
               of three (3) times the sum of the  following:  (x) such  Eligible
               Employee's annual base salary (as in effect for the calendar year
               during  which  the  Change  in  Control  shall  occur),  and  (y)
               seventy-five  percent  (75%)  of  the  maximum  bonus  which  the

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<PAGE>

               Committee  determined such Eligible Employee was eligible to earn
               (regardless of the amount actually  earned) for the calendar year
               during which the Change in Control shall occur, or if the maximum
               bonus amount has not yet been established,  such maximum bonus in
               effect for the prior year (such amount, a "Bonus Amount");

                    (2)  if,  immediately  prior to the Change in  Control,  the
               Eligible  Employee held the title of Chief  Operating  Officer or
               Chief Financial  Officer,  the amount equal to the product of two
               (2) times the sum of the following:  (x) such Eligible Employee's
               annual  base  salary (as in effect for the  calendar  year during
               which  the  Change  in  Control  occurs),  and (y)  the  Eligible
               Employee's Bonus Amount;

                    (3)  if,  immediately  prior to the Change in  Control,  the
               Eligible Employee held the title of Executive Vice President, the
               amount  equal  to  the  product  of  1.5  times  the  sum  of the
               following: (x) such Eligible Employee's annual base salary (as in
               effect for the  calendar  year during which the Change in Control
               occurs), and (y) the Eligible Employee's Bonus Amount;

                    (4)  if,  immediately  prior to the Change in  Control,  the
               Eligible  Employee held the title of Senior Vice  President,  the
               amount  equal  to the sum of the  following:  (x)  such  Eligible
               Employee's annual base salary (as in effect for the calendar year
               during which the Change in Control occurs),  and (y) the Eligible
               Employee's Bonus Amount; or

                    (5)  if,  immediately  prior to the Change in  Control,  the
               Eligible  Employee held the title of Vice  President,  the amount
               equal to one-half of the sum of the following:  (x) such Eligible
               Employee's annual base salary (as in effect for the calendar year
               during which the Change in Control occurs),  and (y) the Eligible
               Employee's Bonus Amount; and


               (B)  the amount of all legal fees and  expenses  incurred  by the
          Eligible  Employee in any successful legal action seeking to obtain or
          enforce any right or Benefit provided by this Plan; legal action shall
          be deemed to be successful if the  incurrence of legal expenses by the
          Eligible  Employee  results in the Eligible  Employee  receiving  more
          Benefits than the Company (or its successor) had offered in writing to
          pay in the absence of, and prior to, such legal action; and

               (C)  an amount  sufficient to reimburse the Eligible Employee for
          the premium paid by the Eligible  Employee for continued  coverage for
          the Eligible  Employee (and any  dependents  of the Eligible  Employee
          covered by the  Company's  healthcare  plans at the time the  Eligible
          Employee's  employment was terminated) under the Company's  healthcare
          plan   pursuant  to  "COBRA"  (or  any  other   mandatory   healthcare
          continuation   law  then  in  effect),   such   coverage   then  being
          substantially  similar to that  provided  by the Company to its senior

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<PAGE>

          executives and their eligible  dependents.  The Eligible Employee will
          be  entitled  to  reimbursement  for  such  coverage  for  the  period
          commencing  with the Date of  Termination  of employment and ending on
          the  earlier of (i) the date which is eighteen  (18) months  after the
          Date of Termination,  or (ii) the date the Eligible  Employee  becomes
          eligible to receive any healthcare  coverage from another  employer of
          the  Eligible   Employee  or  Eligible   Employee's   spouse,  or  any
          governmental entity, that does not contain any exclusion or limitation
          with respect to any pre-existing condition of the Eligible Employee or
          Eligible Employee's covered  dependents.  If the Eligible Employee (or
          the Eligible Employee's  dependents covered at the time of termination
          of  employment)  elects not to continue  coverage  under COBRA (or any
          other mandatory healthcare  continuation law then in effect) or is not
          eligible to continue coverage under such healthcare  continuation law,
          and is  otherwise  eligible  under  this  section,  the  Company  will
          reimburse   the  Eligible   Employee   for  the  cost  of   purchasing
          substantially  similar  coverage or a  supplement  required to achieve
          substantially  similar coverage under another arrangement  approved by
          the Company for the same period;  however, such reimbursement shall be
          limited to the then current  premium  charged to others by the Company
          for  substantially  similar  coverage under COBRA (or other  mandatory
          healthcare  continuation  law  then in  effect).  In the  event of the
          Eligible  Employee's  death following  termination  giving rise to the
          benefit  described in this section,  but before the expiration of such
          benefits, the Eligible Employee's dependents shall be entitled to such
          benefits; and

               (D)  the  Company  shall  provide  the  Eligible   Employee  with
          reasonable   outplacement  or  comparable  services  from  a  provider
          selected  by the  Company  for a period  not to  extend  past one year
          following an Eligible Employee's termination of employment.

          (ii) Notwithstanding  the  preceding  paragraphs of this Section 6, in
     the event that the aggregate payments or benefits to be made or afforded to
     the  Eligible  Employee  under  this  Section  6,  together  with any other
     payments or benefits received or to be received by the Eligible Employee in
     connection with a Change in Control (collectively, "Total Change in Control
     Payments")  would  exceed one  hundred  ten  percent  (110%) of the maximum
     amount  permitted under Section 280G of the Internal  Revenue Code of 1986,
     as amended  (the  "Code") to be received  without  incurring  an excise tax
     under  Section  4999 of the Code  (the  "280G  Maximum")  then the  amounts
     payable  under this Section 6 shall be increased to an amount  necessary to
     reimburse  the  Eligible  Employee on an after-tax  basis,  as described in
     Section 12 hereof,  for any excise  tax  payable by the  Eligible  Employee
     under  Section  4999 of the  Code.  If Total  Change in  Control  Payments,
     however,  do not exceed one hundred ten percent (110%) of the 280G Maximum,
     then,  at the  election  of the  Eligible  Employee,  (i) such  payments or
     benefits  shall be payable or provided to the  Eligible  Employee  over the
     minimum  period  necessary to reduce the present  value of such payments or
     benefits  to an  amount  which is one  dollar  ($1.00)  less  than the 280G
     Maximum or (ii) the payments or benefits to be provided  under this Section
     6 shall be reduced  to the  extent  necessary  to avoid  incurrence  of the

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     excise  tax under  Section  4999 of the Code,  with the  allocation  of the
     reduction among such payments and benefits to be determined by the Eligible
     Employee.

          (iii) Amounts  payable to an  Eligible  Employee  pursuant  to Section
     6(i)(A)  shall be paid in equal  bi-monthly  installments  over a period of
     years equal to the  multiplier  applicable to the Eligible  Employee as set
     forth  in the  relevant  subsections  (1) to (5)  above.  For  illustrative
     purposes,  if an Eligible  Employee  who held the title of Chief  Executive
     Officer  became  entitled to Benefits  pursuant  to Section  6(i)(A),  such
     Benefits  would be paid in equal  bi-monthly  installments  over  three (3)
     years.  All other amounts payable pursuant to this Plan shall be payable in
     lump sum payments (or, if applicable,  as reimbursable expenses, other than
     legal fees,  are incurred by the Eligible  Employee) as soon as practicable
     following the delivery of written notice by the Eligible Employee of his or
     her entitlement thereto.


     All Benefits to be provided  hereunder shall be in addition to any pension,
disability,  worker's  compensation,  other Company  benefit plan  distribution,
unpaid vacation or other unpaid  compensation  rights that the Eligible Employee
has at his Date of Termination.

     Notwithstanding  anything  herein to the  contrary,  in the event  that any
Eligible  Employee  shall hold two or more  offices  that would  entitle  him to
Benefits  hereunder,  the  Benefits  to  be  received  hereunder  shall  not  be
cumulative  or  duplicative,  and such  Eligible  Employee  shall be entitled to
receive only the Benefits  associated with the highest office,  and specifically
shall not receive Benefits associated with the lower office(s).

     7.   Condition to Receipt of  Benefits.  Upon the  occurrence  of any event
which would  trigger the payment of Benefits  provided for under this Plan,  and
prior to the receipt of any such Benefits, an Eligible Employee shall, as of the
Date of Termination and as a condition to the receipt of such Benefits,  execute
a general  release of the Company in the form  provided by the  Company.  In the
event an Eligible  Employee  does not  execute  such  general  release or if the
Eligible Employee revokes such general release within the revocation  period, if
any,  provided in such general release,  no Benefits shall be payable under this
Plan to such Eligible Employee.

     8.   Term of Agreement.  This Plan shall terminate ten (10) years after the
date hereof, unless, prior thereto, a Change in Control shall have occurred.

     9.   Successors.  The Company will require any successor (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the business  and/or  assets of the Company,  to expressly
assume  and agree to honor this Plan in the same  manner and to the same  extent
that the Company would be required to so honor if no such  succession  had taken
place.   Failure  of  the  Company  to  obtain  such  agreement   prior  to  the
effectiveness of any such succession shall be a violation of this Plan and shall
entitle each Eligible Employee to Benefits from the Company or such successor in
the same amount and on the same terms as the Eligible Employee would be entitled
hereunder if he  terminated  his  employment  for Good  Reason,  except that for
purposes of  implementing  the foregoing,  the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used in this Plan,

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the "Company" shall mean the Company  hereinbefore  defined and any successor to
its  business  and/or  assets as  aforesaid  which  executes  and  delivers  the
agreement provided for in this Section 9 or which otherwise becomes bound by all
the terms and  provisions  of this Plan by operation  of law. The Company  shall
promptly  notify each Eligible  Employee of any succession by purchase,  merger,
consolidation  or otherwise  to all or  substantially  all the  business  and/or
assets of the Company and shall state  whether or not the successor has executed
the  agreement  required by this Section 9 and, if so, shall make a copy of such
agreement  available to each Eligible Employee.  If the successor shall not have
executed the agreement  required by this Section 9, the Company  shall  promptly
notify all Eligible  Employees that they are entitled to receive the Benefits as
provided  for in this  Plan as a result  of such  failure  by the  successor  to
execute such agreement.

     This Plan shall inure to the benefit of and be  enforceable  by an Eligible
Employee's  personal  or  legal  representatives,   executors,   administrators,
successors, heirs, distributees,  devisees and legatees. If an Eligible Employee
should die while any amount  would still be payable to him  hereunder  if he had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance with the terms of this Plan to his devisee,  legatee or other
designee or, if there be no such designee, to his estate.

     10.  Amendment and Termination. This Plan may be amended or terminated only
by the  Committee,  which may  amend or  terminate  this  Plan and pay  benefits
hereunder  in  accordance  with  Section  409A of the Code  and the  regulations
promulgated thereunder.  An amendment or termination of this Plan must be signed
by an executive  officer of the Company after such amendment or termination  has
been approved by the Committee; provided, however, that for a period of eighteen
(18)  months  following  a Change in  Control,  this Plan may not be  amended or
terminated.  Notwithstanding  the foregoing,  no amendment or termination  shall
affect  the  right  to any  unpaid  Benefits  of  any  Eligible  Employee  whose
employment with the Company  terminated prior to the amendment or termination of
the Plan.

     11.  Withholding of Taxes. The Company shall withhold  appropriate federal,
state or local income and employment taxes from any payments hereunder.

     12.  Reimbursement for Excise Taxes. For purposes of determining the amount
of any payment described in Section 6(ii) hereof, the Eligible Employee shall be
deemed  to have  been  reimbursed  on an  after-tax  basis  for any  excise  tax
described  therein if the Eligible  Employee has received (a) the amount of such
excise tax and (b) the amount of any taxes (including  federal,  state and local
income taxes as well as any excise tax under  Section 4999 of the Code)  payable
on  account of the  reimbursement  for such  excise tax and any such  income and
excise  taxes  payable on account  of such  reimbursement  for income and excise
taxes. In the event that the Eligible  Employee and the Company fail to agree as
to the amount  described in Section 6(ii) hereof within ten (10) days  following
the Date of Termination, such amount will be determined by a firm of independent
accountants mutually agreed upon by the Eligible Employee and the Company within
thirty (30) days following the Date of Termination.  The Company shall reimburse
the Eligible  Employee for any  additional  income  and/or excise taxes (and any
penalties and interest thereon) as may be determined to be payable by any taxing
authority  in respect of any excise tax imposed  under  Section 4999 of the Code
and any reimbursement described in Section 6(ii) or in this Section 12.

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     13.  Notice.  For  the  purposes  of  this  Plan,  notices  and  all  other
communications  provided for in the Plan shall be in writing and shall be deemed
to have been duly given when  delivered  or mailed by  certified  or  registered
mail,  return  receipt  requested,  postage  prepaid,  addressed:  (i)  if to an
Eligible  Employee,  to  his  latest  address  as  reflected  on  the  Company's
employment records,  with a copy to him at his place of employment;  and (ii) if
to the Company, to 111 Westwood Place, Suite 200, Brentwood,  Tennessee 37027 or
to such other  address as the Company may furnish to each  Eligible  Employee in
writing with  specific  reference to the Plan and the  importance of the notice,
except that notice of change of address shall be effective only upon receipt.

     14.  Miscellaneous.  After a Change of Control,  no rights of any  Eligible
Employee under this Plan may be released,  modified, waived or discharged by any
Eligible  Employee  unless such release,  waiver,  modification  or discharge is
agreed  to  in  writing   signed  by  the  Eligible   Employee  and  a  licensed
attorney-at-law  representing such Eligible  Employee.  No failure to enforce or
waiver by an  Eligible  Employee at any time of any breach by the Company of, or
non-compliance  with,  any condition or provision of the Plan to be performed by
the  Company  shall be deemed a waiver of similar or  dissimilar  provisions  or
conditions at the same or at any prior or subsequent  time.  This Plan shall not
supersede  or in any way limit the rights,  duties or  obligations  the Eligible
Employee  may have  under any other  written  agreement  with the  Company.  The
Company expressly waives any right to deny liability  hereunder on the basis the
Eligible  Employee  failed to submit a claim on a timely  basis.  The  validity,
interpretation,  construction  and performance of this Plan shall be governed by
the laws of the State of Tennessee.

     This Plan shall  never be  construed  or  operated in any way as a "pension
plan"  within the  meaning of the Federal  Employee  Pension  Retirement  Income
Security Act of 1974, as amended.

     15.  Validity.  The invalidity or  unenforceability of any provision of the
Plan shall not affect the validity or  enforceability  of any other provision of
this Plan, which shall remain in full force and effect.

     16.  Section 409A Compliance. To the extent required to comply with Section
409A of the Code, as determined by the Eligible  Employee's counsel if requested
by the Eligible Employee,  one or more payments under this Plan shall be delayed
to the  six  (6)  month  anniversary  of the  date  of the  Eligible  Employee's
separation  from  service,  within the meaning of Section 409A of the Code.  For
clarity,  all  delayed  payments  shall be made in a lump sum on such six  month
anniversary and the remaining  scheduled payments shall resume. In addition,  if
and to the extent  required to prevent a violation  of Section 409A of the Code,
as  determined by the Eligible  Employee's  counsel if requested by the Eligible
Employee, the Eligible Employee will pay the entire cost of any health insurance
benefits  provided  under  this  Plan for the  first  six (6)  months  after the
effective  date of the  termination  and the Company will reimburse the Eligible
Employee for the Company's  share of such costs on the six-month  anniversary of
the Eligible Employee's  "separation from service" as defined in Section 409A of
the Code.

                                        9

<PAGE>


     IN WITNESS WHEREOF,  this Amended and Restated  Executive Change in Control
Severance  Benefits Plan has been duly executed by the  undersigned as of the __
day of _________, 2006.


                                        AMERICAN RETIREMENT CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:  W.E. Sheriff
                                        Title: Chairman, Chief Executive Officer
                                               and President








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