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                                                               EXHIBIT 10.15.2.2

                        AMENDMENT TO EMPLOYMENT AGREEMENT

          This Amendment to the Employment Agreement ("Employment Agreement")
made as of July 31, 1998 between Ventas, Inc., a Delaware corporation (the
"Company"), and T. Richard Riney (the "Executive") is made as of September 30,
1999.

                                   WITNESSETH:

          WHEREAS, the Executive and the Company entered into the Employment
Agreement;

          WHEREAS, the Board of Directors of the Company have determined that it
is in the best interests of the Company to enter into this Amendment to the
Employment Agreement.

          NOW, THEREFORE, the Company and Executive agree as follows:

          1.      The following is added as Section 7A. Certain Additional
Payments by the Company to the Employment Agreement:

                  "7A. Certain Additional Payments by the Company. If Executive
                  becomes entitled to any payments or benefits whether pursuant
                  to the terms of or by reason of this Agreement or any other
                  plan, arrangement, agreement, policy or program (including
                  without limitation any restricted stock, stock option, stock
                  appreciation right or similar right, or the lapse or
                  termination of any restriction on the vesting or
                  exercisability of any of the foregoing) with the Company, any
                  successor to the Company or to all or a part of the business
                  or assets of the Company (whether direct or indirect, by
                  purchase, merger, consolidation, spin off, or otherwise and
                  regardless of whether such payment is made by or on behalf of
                  the Company or such successor) or any person whose actions
                  result in a change of control or any person affiliated with
                  the Company or such persons (in the aggregate, "Payments" or
                  singularly, "Payment"), which Payments are reasonably
                  determined by the Executive to be subject to the tax imposed
                  by Section 4999 or any successor provision of the Code or any
                  similar state or local tax, or any interest or penalties are
                  incurred by Executive with respect to such excise tax (such
                  excise tax, together with any such interest and penalties, are
                  hereinafter collectively referred to as the "Excise Tax"), the
                  Company shall pay Executive an additional amount ("Gross-Up
                  Payment") such that the net amount retained by Executive,
                  after deduction or payment of (i) any Excise Tax on Payments,
                  (ii) any federal, state and local income tax and Excise Tax
                  upon the payment provided for by this Section, and (iii) any
                  additional interest and penalties imposed because the Excise
                  Tax is not paid when due, shall be equal to the full amount of
                  the Payments. The Gross-Up Payment shall be paid to the
                  Executive within ten (10) days of the Company's receipt of
                  written notice from the Executive that the Excise Tax has been
                  paid, is or was payable or will be payable at any time in the
                  future."

          2.      The following is added as Section 7B. Tax Payment to the
Employment Agreement:

                  "7B. Tax Payment. For purposes of determining the amount of
                  payments pursuant to Sections 7A and 8 in this Agreement, the
                  Executive shall be deemed

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                  to pay federal income taxes at the highest marginal rate of
                  federal income taxation in the calendar year in which the
                  payment is to be made and state and local income taxes at the
                  highest marginal rates of taxation in the state and locality
                  of the Executive's residence or the Executive's place of
                  business, whichever is higher, on the date the payment is to
                  be made. Without limitation on any other provision of this
                  Agreement, all such payments involving the calculation of
                  taxes shall be made no later than two (2) days after the
                  receipt by the Company of written advice from a professional
                  tax advisor selected by the Executive that taxes are payable.
                  The expense incurred in obtaining such advice shall be paid by
                  the Company. Without limitation on any other provisions of
                  this Agreement, the Company shall indemnify Executive for all
                  taxes with respect to the amounts for which payments described
                  in the first sentence of this Section are required to be made
                  pursuant to this Agreement and all other costs including
                  interest and penalties with respect to the payment of such
                  taxes. To the extent any of the payments pursuant to this
                  Section are treated as taxable to the Executive, the Company
                  shall pay Executive an additional amount such that the net
                  amount retained by the Executive after deduction or payment of
                  all federal, state, local and other taxes with respect to
                  amounts pursuant to this Section shall be equal to the full
                  amount of the payments required by this Section."

          3.      The following sentence is added at the end of Section 8
Disputes to the Employment Agreement:

                  "To the extent any of the payments within this Section are
                  treated as taxable to the Executive, the Company shall pay
                  Executive an additional amount such that the net amount
                  retained by Executive after deduction or payment of all
                  federal, state, local and other taxes with respect to amounts
                  under this Section shall be equal to the full amount of the
                  payments required by this Section."

         4. In all other respects, the Employment Agreement shall continue in
full force and effect.


                            VENTAS, INC.


                            By: /s/  Debra A. Cafaro
                               -------------------------------------------------
                                  Debra A. Cafaro, President and Chief Executive
                                  Officer

                            EXECUTIVE


                            By: /s/ T. Richard Riney
                               -------------------------------------------------
                                    T. Richard Riney