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                                                                    EXHIBIT 10.1

                           TAX REFUND ESCROW AGREEMENT
                                       and
                 FIRST AMENDMENT OF THE TAX ALLOCATION AGREEMENT

                  This TAX REFUND ESCROW AGREEMENT (this "Agreement") is made
and entered into as of the 20th day of April, 2001 by and between Vencor, Inc.
(to be renamed Kindred Healthcare, Inc.), on behalf of itself and each of its
subsidiaries (collectively, "Vencor") and Ventas, Inc. on behalf of itself and
each of Ventas Realty Limited Partnership and Ventas LP Realty, L.L.C.
(collectively, "Ventas" and together with Vencor, the "Parties").

                  WHEREAS, on May 1, 1998, Ventas, Inc. (at that time named
Vencor, Inc.) and Vencor, Inc. (at that time named Vencor Healthcare, Inc.)
engaged in certain transactions (the "Reorganization Transactions") that
resulted in the division and separation of the former Vencor group, whereby
Ventas is treated as the successor to the former Vencor group parent corporation
for federal income tax purposes and Vencor is treated as a separate company
(owning the assets and liabilities relating to the historical health care
operations of the former Vencor group) with an initial tax year of May 2, 1998
through December 31, 1998;

                  WHEREAS, the Reorganization Transactions were effected through
an Agreement and Plan of Reorganization dated April 30, 1998 and related
agreements, including a tax allocation agreement dated as of April 30, 1998,
entered into by and between the Parties (the "Tax Allocation Agreement");

                  WHEREAS, on or around September 15, 1999, Ventas, Inc. filed
its 1998 consolidated federal income tax return (the "1998 Consolidated
Return");

                  WHEREAS, the Parties are parties to a stipulation and order
dated May 31, 2000 (the "Tax Stipulation") governing, among other things, the
deposit of the Vencor Refund Proceeds and the Ventas Refund Proceeds (each as
defined in the Tax Stipulation) into segregated accounts;

                  WHEREAS, a tax authority may assert a tax liability against a
Party (a "Tax Deficiency") for federal, state, or local income, gross receipts,
windfall profits, transfer, duty, value-added, property, franchise, license,
excise, sales and use taxes, capital, employment, withholding, payroll,
occupational or similar business taxes, including interest, additions and
penalties or other tax liabilities with respect thereto, for taxable periods
ending on or prior to May 1, 1998, or that include May 1, 1998 (other than
estimated taxes paid after April 30, 1998 by a Party) (each, a "Subject Tax",
and collectively the "Subject Taxes");

                  WHEREAS, each Party has received certain tax refunds
(excluding for this purpose refunds of overpayments of estimated taxes paid
after April 30, 1998 by a Party out of its own funds other than using a Subject
Refund and subsequently refunded by the applicable tax
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authority) being held pursuant to the Tax Stipulation or a Party may be entitled
to a refund of a Subject Tax and related interest thereon attributable to one or
more such taxable periods (each, a "Subject Refund" and collectively, the
"Subject Refunds");

                  WHEREAS, the Parties do not agree as to how the liability for
any such Subject Tax, or the receipt of any Subject Refund, should be shared
under the terms of the Tax Allocation Agreement;

                  WHEREAS, in connection with the consummation of the Joint Plan
of Reorganization of Vencor and its Affiliated Debtors under Chapter 11 of the
Bankruptcy Code (the "Plan"), the Parties wish to seek to minimize the Subject
Taxes and to protect the Subject Refunds pending resolution of the rights of the
Parties to the Subject Refunds and to amend the Tax Allocation Agreement as
provided below;

                  NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein and subject to and on the terms and conditions
herein set forth, the Parties hereto agree as follows:

                  1. Effective Date of this Agreement, Termination of Tax
Stipulation and Amendment of the Tax Allocation Agreement.

                  (a) The effective date of this Agreement shall be the
Effective Date of the Plan (as defined in the Plan).

                  (b) The Parties agree to terminate the Tax Stipulation and the
letter to the Internal Revenue Service date December 1, 1999 as of the effective
date of this Agreement.

                  (c) The Tax Allocation Agreement is amended as of the
effective date of this Agreement by deleting Articles III, IV, V, VI and VII and
by deleting the provisions of Article X and replacing them with a new Article X
as follows:

                  "Vencor shall not amend or otherwise modify its Amended and
                  Restated Certificate of Incorporation so as to impair the
                  application of or the enforceability of Article 10 thereof
                  (prohibiting Tenet Healthcare Corporation from owning Vencor
                  stock in excess of the Existing Holder Limit), without the
                  prior written approval of Ventas."

                  (d) To the extent that any provision of the Tax Allocation
Agreement, as so amended conflicts or is inconsistent with any provision of this
Agreement, this Agreement shall control for all purposes after Effective Date.

                  2. Deposit of the Vencor Refund Proceeds and the Ventas Refund
Proceeds.

                  (a) On the effective date of this Agreement, Vencor shall
deposit an aggregate amount equal to the amount in the Vencor Account maintained
under the Tax Stipulation, and Ventas shall deposit an aggregate amount equal to
the amount in the Ventas Account maintained under the Tax Stipulation
(collectively, the "Deposit") with State Street Bank and Trust Company, as
escrow agent (the "Escrow Agent"), to hold in escrow (the "Escrow Account")

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upon the terms and conditions in the escrow agreement to be entered into by and
among the Parties and the Escrow Agent, in substantially the form attached
hereto as Exhibit A (the "Escrow Agreement"). On the Effective Date, all
Deposits shall be made by wire transfer of immediately available federal funds
to the Escrow Agent.

                  (b) Upon receipt by a Party of a Subject Refund (including any
interest paid by a taxing authority thereon) on or after the date hereof, such
Party shall, within five business days, (i) deposit the amount of such Subject
Refund with the Escrow Agent and shall promptly provide to the other Party a
copy of the receipt issued by the Escrow Agent with respect to such deposit and
(ii) provide written notice to the other Party specifying the amount of the
Subject Refund and the facts and circumstances giving rise to the Subject Refund
(including, but not limited to, a copy of the Subject Refund claim).

                  3. Schedules.

                  (a) Schedule A attached hereto lists all Subject Refunds
(including refunds that are part of the Subject Refunds) received by Vencor and
all pending claims made by taxing authorities to Vencor with respect to Subject
Taxes, each as of the date hereof. Vencor hereby certifies that to its knowledge
Schedule A is correct and complete.

                  (b) Schedule B attached hereto lists all Subject Refunds
(including refunds that are part of the Subject Refunds) received by Ventas and
all pending claims made by taxing authorities to Ventas with respect to Subject
Taxes, each as of the date hereof. Ventas hereby certifies that to its knowledge
Schedule B is correct and complete.

                  4. Notice of Tax Claim and Other Refunds.

                  (a) If any pending or threatened audit, assessment,
proceeding, proposed adjustment or other Contest (as defined below) by any
taxing authority with respect to any Subject Tax or Subject Refund (a "Claim")
is asserted against either Party, or any Party shall receive a refund of, or
desire to file a refund claim in respect of, any Subject Tax, such Party shall
promptly notify the other Party in writing of such fact. Such notice shall
contain factual information (to the extent known) describing any asserted
liability for Subject Tax, or any Subject Refund, in reasonable detail and shall
be accompanied by copies of any notice and other documents received from, or
sent to, any tax authority in respect of any such matters.

                  (b) Each Party shall be obligated to provide notices to the
other Party with respect to any matter requiring mutual consent or control under
this Agreement and to respond in writing within 10 business days (or sooner if
required by applicable law) of notice or inquiry from the other. Disputes
between the parties that are not mutually resolved within the shorter of 20
business days from written notice of a "dispute" by either party to the other or
the relevant period provided by applicable law would be referred immediately at
the end of such period to counsel for resolution as provided in Section 14
hereof.

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                  5. Contest of Tax Claim.

                  (a) The Parties shall jointly and mutually control
negotiations, resolutions, settlements and any contests, whether by protest,
appeal or litigation, of any Claim (as defined above). Such joint and mutual
control shall include, without limitation, the following:

                  (i) Neither Party shall resolve, compromise, or settle such
         Claim, nor have any direct or indirect communication of any kind with
         any tax authority regarding such Claim, in each case without the other
         Party's prior written consent.

                  (ii) Either Party may request that any such Claim be contested
         by appropriate proceedings (including administrative proceedings, court
         proceedings and appeals) and each Party may participate in the contest
         and in such case all Parties' third party costs of conducting the
         contest shall be paid out of the Escrow Funds to the extent thereof and
         thereafter by each Party incurring such cost.

                  In furtherance of the foregoing, and in recognition of the
         community of interest that exists between Ventas and Vencor in respect
         of the tax refunds and/or Excess Tax Liabilities and the desire and
         intent to maintain and preserve any attorney-client or client-
         accountant privilege and work product protection that may apply or
         attach to any communication or work product occurring or generated
         therewith, Vencor and Ventas agree that up to an aggregate of $400,000,
         for each of Vencor and Ventas, of out-of-pocket third party costs,
         incurred by Vencor or Ventas, as the case may be, on and after December
         1, 2000 in connection with the preparation of memoranda, supporting
         documentation, analyses, studies or back-up information in respect of
         Subject Taxes in anticipation of, or preparation for, a Claim or
         possible Claim (collectively, "Preparation Costs") shall be deemed a
         cost of Claims and Contests and shall be paid directly to the
         applicable third party, or if paid by a Party reimbursed to such Party,
         out of the Escrow Funds to the extent thereof and thereafter shall be
         reimbursed or paid 50/50 by Vencor and Ventas. All work products
         resulting from Preparation Costs paid for out of the Escrow Funds shall
         be made available to the Parties as such work products become
         available. After $400,000 has been paid out of the Escrow Funds for
         Preparation Costs incurred by Vencor, both Vencor and Ventas must
         approve in writing additional Preparation Costs to be incurred by
         Vencor and paid out of the Escrow Funds. After $400,000 has been paid
         out of the Escrow Funds for Preparation Costs incurred by Ventas, both
         Vencor and Ventas must approve in writing additional Preparation Costs
         to be incurred by Ventas and paid out of the Escrow Funds. All
         Preparation Costs approved by Vencor and Ventas shall be paid out of
         the Escrow Fund to the extent thereof and thereafter shall be
         reimbursed or paid 50/50 by Vencor and Ventas.

                  (iii) Each Party and/or its duly appointed representatives
         shall be given reasonable advance notice as and when arranged in
         respect of each call, meeting or other communication with a tax
         authority, shall be allowed to attend all meetings with the taxing
         authority in question, and shall be provided with copies of all
         correspondence and documents relating to such Claim prior to the
         delivery thereof to any taxing authority for prior written approval by
         both Parties.

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                  (iv) Each Party (including its duly appointed representatives)
         shall be entitled to reasonable advance notice and, at its own cost, to
         participate in person, and in the preparation of documents, in the
         conduct of any audit, administrative appeal, hearing, conference, court
         proceeding or other dispute over any such Claim (each, a "Contest"), or
         any tax issue or item relating thereto.

                  (v) Meetings with relation to any Claim or Contest and all
         records and other information that may be made available to any tax
         authority shall be held at a location neutral to both Parties (subject
         to reimbursement from the Escrow Funds for the reasonable costs of
         copying or moving such records and other information).

                  (vi) Each Party agrees, at no out of pocket cost to the other
         Party, to reasonably cooperate, through employees most relevant to the
         task, with the other Party and the other Party's representatives in a
         prompt and timely manner in connection with any Claim or Contest. Such
         cooperation shall include, but not be limited to, making available
         (including by making and delivering electronic and/or paper copies
         thereof, subject to reimbursement for the reasonable costs thereof by
         the Party requesting the copies) to the other Party, during normal
         business hours, all books, records, returns, documents, files, other
         information (including, without limitation, working papers and
         schedules), officers or employees (without substantial interruption of
         employment) or other relevant information reasonably necessary or
         useful in connection with any Claim or Contest requiring any such
         books, records and files.

                  (vii) Each Party agrees that it shall, in accordance with its
         normal record retention policy, retain records, documents, accounting
         data and other information (including computer data) necessary for the
         audits of all tax returns relevant to the determination of Subject
         Taxes or Subject Refunds, or necessary for the preparation and filing
         of any such amended tax return (if the required written consent has
         previously been obtained in accordance with the provisions of Section
         5(b) hereof). At any time after the Effective Date that either of
         Vencor or Ventas proposes to destroy such material or information, it
         shall first notify the other Party and the other Party shall be
         entitled to receive such materials or information proposed to be
         destroyed.

                  (b) Each Party shall cooperate in good faith and seek to
sustain the position as to Subject Taxes reflected in all returns as-filed and
refunds claimed as to Subject Taxes, to minimize the amount of tax assessments
in respect of Subject Taxes, and to maximize the amount of Subject Refunds. The
Parties agree that, without obtaining the written consent of the other Party,
requested at least five business days in advance, neither will take positions on
tax returns, amended returns, tax refund claims, other tax documents, or in
audits or other proceedings, Claims or Contests that are inconsistent with the
positions taken on the 1998 Consolidated Return or other tax returns with
respect to Subject Taxes, and will not file amended returns in respect of
Subject Taxes or make or amend refund claims in respect of Subject Taxes.

                  (c) Each Party shall join in a letter to the IRS and any other
taxing authority currently conducting an audit of a Subject Tax or a Subject
Refund advising the IRS or such taxing authority that all communications and
discussions are to be conducted with both Parties jointly and that no Party has
the unilateral right to act for the other.

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                  6. Use of Escrow Funds.

                  (a) The Escrow Funds shall be used to make distributions
provided in Sections 6(b), 7(a), (b) and (c) below.

                  (b) The Parties agree that, upon the assessment or imposition
by a tax authority of a Subject Tax on either Party with respect to which the
notification and contest provisions hereof were complied with, either Party may
direct the Escrow Agent to deliver to the Party requesting the withdrawal a
certified check, drawn against the Escrow Account, including both principal and
interest thereon (the "Escrow Funds"), payable directly to the specified taxing
authority (for the account of such Party) in the amount due in respect of such
Subject Tax, provided, that such check shall not be delivered to the requesting
Party more than three (3) business days before such Subject Tax is due without
incurring additional interest or penalties. Any such payment to a tax authority
shall then be made directly to the tax authority by the requesting Party,
accompanied by the relevant forms, reports and other information.

                  (c) A Party shall provide written notice to the other Party at
least three (3) business days prior to requesting that the Escrow Agent release
and deliver Escrow Funds pursuant to (b) above, specifying the amount of the
requested withdrawal and the circumstances of the request, including reasonable
documentation regarding the Subject Tax to be paid (including, without
limitation, a copy of any applicable notice or other document from the
applicable taxing authority and any return or other form filed with the taxing
authority in respect of the payment to be made using the Escrow Funds).

                  (d) To the extent provided in Section 5(a)(ii), reasonable
third party costs of Claims and Contests shall be paid by the Escrow Agent
directly to the relevant third party promptly after receipt of invoices
therefor. The Parties and the Escrow Agent shall provide copies of all such
invoices to the other Party and the Escrow Agent.

                  (e) The Parties agree that the fees of the Escrow Agent, and
any costs and expenses to be paid or reimbursed to the Escrow Agent, each as
provided for under the Escrow Agreement, may be deducted from the Escrow
Account.

                  (f) The Parties agree that Vencor and Ventas shall report on
their respective tax returns all interest and other income earned, respectively,
on the Vencor Account and on the Ventas Account prior to the Effective Date. The
Parties also agree to report on their tax returns, in proportion to their
residual shares under Section 7(c) below, all interest and other income earned
on the Escrow Funds (including any interest received from a taxing authority
that was part of the Escrow Fund) from and after the effective date hereof.

                  7. Release of Escrow Funds.

                  (a) Within one business day after the Deposits are transferred
to the Escrow Agent, the Escrow Agent shall distribute to each of Vencor and
Ventas 50% of the aggregate amount of all interest received from taxing
authorities in respect of Subject Refunds plus all Interest Amounts received on
amounts held in the accounts maintained under the Tax Stipulation. Appendix A
lists the amounts of interest deposited by Vencor and Ventas, respectively, and
subject to distribution pursuant to this paragraph (a).

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                  (b) Under the terms of the Escrow Agreement, the Escrow Agent
shall release from escrow and deliver the Escrow Funds (or any portion thereof)
as follows:

                  (i) to a tax authority at the direction of any Party, five (5)
         business days after receipt of, and in accordance with, written
         instructions to the Escrow Agent signed by such Party (along with a
         written representation that a copy of such instructions had been
         contemporaneously delivered to the other Party and that three days
         notice had been provided in accordance with the provisions of Section
         6(c) hereof) directing the Escrow Agent to release and pay the
         designated amount directly to a taxing authority as provided in Section
         6(b) above;

                  (ii) in accordance with written instructions to the Escrow
         Agent signed by both Parties directing the Escrow Agent to release the
         Escrow Funds or any portion thereof in accordance with such
         instructions;

                  (iii) without instruction from either Party, the Escrow Agent
         shall distribute on or before each January 15th of each year during the
         term of this Agreement to each of Vencor and Ventas an amount equal to
         50% of all (i) interest and other income earned or received on the
         Escrow Funds and (ii) all interest received from a taxing authority
         that was part of the Escrow Funds;

                  (iv) in accordance with the terms of any unstayed order,
         judgment or decree by a court or arbitrator ordering the release of the
         Escrow Funds or any portion thereof; and

                  (v) in accordance with the terms of the Escrow Agreement, with
         respect to the fees, costs and expenses of the Escrow Agent;

                  (c) At such time as no further Claims may be made by a taxing
authority because the applicable statute of limitations on assessments has
expired or otherwise, the Escrow Agreement shall be terminated and any amounts
remaining in the Escrow Account shall be delivered 50% to Vencor and 50% to
Ventas. After funds no longer need to be held in reserve for particular Subject
Taxes or Subject refunds, interim distributions may also be made as may be
provided for in written instructions as provided in Section 6(c) signed by both
Parties and delivered to the Escrow Agent.

                  (d) Except as absorbed by tax adjustments or Tax Deficiencies,
each party shall retain the sole benefit of its net operating losses, capital
losses and other tax attributes ("Tax Attributes") remaining to it under
applicable law after all audits, assessments and finally determined adjustments
have been made.

                  (e) In the event of any termination of the Escrow Agreement by
the Escrow Agent or otherwise at a time when the Agreement would not otherwise
have been terminated pursuant to the terms herein, the Parties agree that they
shall undertake to enter into a new escrow agreement to hold the remaining
Escrow Funds in escrow, with terms reasonably similar to the Escrow Agreement,
and that the Escrow Funds may be used to pay for out-of-pocket expenses
reasonably incurred by the Parties in connection with such new escrow agreement.

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                  8. Reservation and Limitation of Rights.

                  (a) This Agreement and the terms and conditions hereof shall
not be deemed to be an admission by Vencor or Ventas in respect of any matter
whatsoever.

                  (b) Notwithstanding anything in the Tax Allocation Agreement
or the Tax Stipulation to the contrary, each Party hereby waives any claim it
may have against the other Party and releases the other Party with respect to
(i) any and all obligations in respect of any Tax Deficiency paid out of the
Escrow Funds as provided in Section 7(b) above, (ii) any and all amounts of the
Escrow Funds applied to satisfy any Tax Deficiency, (iii) any and all claims and
obligations respecting any Tax Deficiency paid from the Vencor Account or the
Ventas Account maintained under the Tax Stipulation prior to the Effective Date
in accordance with the terms of such Tax Stipulation, and (iv) any and all
claims under the Tax Allocation Agreement (including with respect to any Tax
Attributes absorbed under applicable law by tax adjustments or Tax
Deficiencies), except for (x) claims with respect to Excess Tax Liabilities as
provided for in Section 8(d) hereof and (y) claims for breach of Article X of
the Tax Allocation Agreement as amended hereby.

                  (c) Notwithstanding anything in the Tax Allocation Agreement
to the contrary, the Parties agree that each expressly reserves the right at any
time during the term of this Agreement to bring an arbitration proceeding under
Article VIII of the Tax Allocation Agreement in order to resolve a dispute
between the Parties regarding any aspect of their joint conduct of matters
referred to in Section 5 above, except that all such dispute costs shall be paid
by the non-prevailing Party or as the arbiter may direct.

                  (d) Notwithstanding anything in the Tax Allocation Agreement
to the contrary the Parties agree:

                  (i) that each Party expressly reserves the right during the
         term of this Agreement to bring an arbitration proceeding under Article
         VIII of the Tax Allocation Agreement at any time within the first 6
         months after the final determination (being an uncontested
         determination by a taxing authority or the final decision (not subject
         to further appeal) of any court having jurisdiction over the subject
         matter) in respect of the portion of any assessment, or payment by one
         or more Parties of any Subject Tax or Taxes that in the aggregate
         exceed the amount of Escrow Funds remaining in the Escrow Account after
         all required payments therefrom pursuant to Section 7 and which cannot
         therefore be paid in full out of the remaining Escrow Funds ("Excess
         Tax Liabilities");

                  (ii) the sole purpose of any such arbitration shall be to
         determine under the terms of the Tax Allocation Agreement, as amended
         hereby, the liability, if any, of each of Vencor and Ventas for any
         Excess Tax Liabilities, taking into account their relative entitlement
         to the aggregate amount of Subject Refunds and their relative liability
         for the aggregate amount of Subject Taxes under the Tax Allocation
         Agreement, as amended hereby, as such amounts have been finally
         determined by the relevant taxing or judicial authority, and,

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                  (iii) that the rights, duties and obligations of a Party
         hereunder, including with respect to Excess Tax Liabilities, shall not
         be affected by any order of a bankruptcy court discharging, disallowing
         or releasing the liability of a Party to a third party.

                  (e) The principles of paragraph (d) above are illustrated by
the following examples:

                  (i) Assume that there are adjustments to income or deductions
         that eliminate the net losses that gave rise to $30 of Subject Refunds,
         and give rise to an additional tax deficiency of $20. The funds in
         escrow are used to pay $30 of the total tax deficiency of $50. There
         are no other Subject Refunds. There are therefore Excess Taxes of $20.
         Further assume that it is determined under the Tax Allocation
         Agreement, pursuant to section 8(d)(i) hereof, that Party A is
         obligated to pay $12 of the Excess Taxes of $20 and Party B is
         obligated to pay $8. Party A would be obligated to pay $12 of the
         Excess Taxes and Party B would be obligated to pay $8.

                  (ii) Assume the following: (x) there are state tax
         deficiencies (i.e., Subject Taxes) of $40; (y) the Subject Refunds were
         not eliminated but the $30 of Escrow Funds were used to pay the state
         tax deficiencies. There are therefore Excess Taxes of $10 (the excess
         of the $40 in state taxes over the $30 in the escrow account).

                  (a) Assume that it is determined under the Tax Allocation
                  Agreement, pursuant to section 8(d)(i) hereof, that Party A
                  was entitled to all $30 of the Subject Refunds and was liable
                  for $20 of the Subject Taxes, and that Party B was entitled to
                  none of the Subject Refunds and was liable for $20 of the
                  Subject Taxes. Because Party A was entitled to $30 of Subject
                  Refunds and only liable to pay $20 of Subject Taxes, it does
                  not have any obligation to pay any of the Excess Taxes.
                  Therefore Party B must pay the $10 of Excess Taxes. Under the
                  terms of Section 8(b) hereof, Party A may not make any
                  additional claim against Party B with respect to amounts in
                  the escrow fund that were used to satisfy the Subject Taxes or
                  any obligations in respect of the Subject Taxes.

                  (b) Assume that it is determined under the Tax Allocation
                  Agreement, pursuant to section 8(d)(i) hereof, that Party A
                  was entitled to all $30 of the Subject Refunds and was liable
                  for $35 of the Subject Taxes, and that Party B was entitled to
                  none of the Subject Refunds and was liable for $5 of the
                  Subject Taxes. Because Party A was entitled to $30 of Subject
                  Refunds and liable to pay $35 of Subject Taxes, it must pay $5
                  of the Excess Taxes. Party B must pay the other $5 of Excess
                  Taxes.

                  (c) Assume that it is determined under the Tax Allocation
                  Agreement, pursuant to section 8(d)(i) hereof, that Party A
                  was entitled to $10 of the Subject Refunds and was liable for
                  $35 of the Subject Taxes, and that Party B was entitled to $20
                  of the Subject Refunds and was liable for $5 of the Subject
                  Taxes. Because Party A was entitled to $10 of Subject Refunds
                  and liable to pay $35 of Subject Taxes, it must pay the entire
                  $10 of Excess Taxes. Party B pays none of the Excess Taxes.
                  Under the terms of Section 8(b) hereof, Party B may not make

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                  any additional claim against Party A with respect to amounts
                  in the escrow fund that were used to satisfy the Subject Taxes
                  or any obligations in respect of the Subject Taxes.

                  (f) Each Party determined, as provided in paragraphs (d) and
(e) above, under the Tax Allocation Agreement to be liable for all or any part
of any Excess Tax Liability shall immediately pay on demand the amount of such
liability for such excess to the applicable tax authority and, if one Party
shall have paid any such amount for which the other Party is liable under this
Agreement, the Party liable shall pay the other Party the entire amount thereof
plus interest on such amount at a compound rate of LIBOR plus 7% per annum until
the entire amount due has been paid to such Party.

                  (g) Each Party agrees that it shall not bring an action
against the other in respect of the Tax Allocation Agreement except as provided
in paragraphs (d), (e) and (f) above and except as to breaches of Article X of
the Tax Allocation Agreement, as amended by this Agreement.

                  9. Addresses and Notices.

                  (a) Any notice, demand, request or report required or
permitted to be given or made to any Party under this Agreement shall be in
writing and shall be deemed given or made when delivered in person or when sent
by first class mail or by other commercially reasonable means of written
communication (including, delivery by an internationally recognized courier
service or by facsimile transmission (receipt confirmed)) to the Party at the
Party's address as follows:

                  If to Ventas:

                  Ventas, Inc.
                  4360 Brownsboro Road
                  Suite 115
                  Attention: Debra A. Cafaro
                  Louisville, KY 40207-1642

                  with a copy to:

                  Willkie Farr & Gallagher
                  787 Seventh Avenue
                  Attention: Myron Trepper and Bruce Montgomerie
                  New York, New York 10019-6099

                  If to Vencor:

                  Vencor, Inc.
                  (to be renamed Kindred Healthcare, Inc.)
                  680 South Fourth Street
                  Louisville, KY 40202
                  Attention: Edward L. Kuntz

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<PAGE>

                  with a copy to:

                  Cleary, Gottlieb, Steen & Hamilton
                  One Liberty Plaza
                  New York, New York 10006
                  Attention: Thomas J. Moloney, Esq.
                  (212) 225-2460
                  (212) 225-3999 (facsimile)

A Party may change the address for receiving notices under this Agreement by
providing written notice of the change of address to the other Party.

                  (b) If any Party provides notice to the other Party pursuant
to this Agreement, which notice requires a response from the other Party (for
example, with respect to the mutual control of Contests), such other Party
agrees that it will respond in writing reasonably promptly, taking into account
the subject matter of the notice and any applicable deadlines, but no later than
ten (10) business days from receipt of the notice.

                  10. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their successors and assigns.
This Agreement may be amended only by a writing signed by both Parties.

                  11. Waiver. No failure by any Party to insist upon the strict
performance of any obligation under this Agreement or to exercise any right or
remedy under this Agreement shall constitute waiver of any such obligation,
right, or remedy or any other obligation, rights, or remedies under this
Agreement.

                  12. Further Action. The Parties shall execute and deliver all
documents, provide all information, and take or refrain from taking action as
may be necessary or appropriate to achieve the purposes of this Agreement.

                  13. Construction. The language in all parts of this Agreement
shall in all cases be construed according to its fair meaning and shall not be
strictly construed for or against any Party.

                  14. Arbitration. All disputes under this Agreement shall be
subject to arbitration as provided in Article VIII of the Tax Allocation
Agreement. Notwithstanding in the Tax Allocation Agreement to the contrary, all
reasonable out of pocket costs of the Parties resolving any dispute under this
Agreement shall be paid within 10 business days of receipt of invoices by the
non prevailing party or as the arbitrator may otherwise determine.

                  15. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument.

                  16. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts executed in and to be performed in that State.

                                      -11-
<PAGE>

                  IN WITNESS WHEREOF, the Parties have caused this Agreement to
be executed by the respective officers as of the date set forth above.

                                   VENTAS INC.



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

                                   VENCOR INC.
                                   (to be renamed Kindred Healthcare, Inc.)



                                   By:  /s/ Richard A. Schweinhart
                                      ----------------------------
                                   Its: Senior Vice President and
                                       --------------------------
                                        Chief Financial Officer
                                       ------------------------

                                      -12-