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Exhibit 10.23
 FIFTH AMENDMENT
TO THE SUNRISE ASSISTED LIVING   EXECUTIVE DEFERRED COMPENSATION PLAN
 WHEREAS
 WHEREAS,
 WHEREAS
 NOW, THEREFORE
   (a)
    
    prior to 2007, distribution of his or her vested Deferral Account
shall be made (or commence) as of the later of January, 2007 or six (6)
months following the date of his or her Retirement (or, to the extent
permitted by the Deferred Compensation Committee consistent with Internal
Revenue Service guidance under Section 409A of the Internal Revenue Code,
such later date as the Participant may elect),(b)
    
    during 2007, distribution of his or her vested Deferral Account
shall be made (or commence) as of the later of January, 2008 or six (6)
months following the date of his or her Retirement (or, to the extent
permitted by the Deferred Compensation Committee consistent with Internal




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Revenue Service guidance under Section 409A, such later date as the
Participant may elect); or(c)
    
    during 2008, distribution of his or her vested Deferral Account
shall be made (or commence) as of the later of January, 2009 or six (6)
months following the date of his or her Retirement (or, to the extent
permitted by the Deferred Compensation Committee consistent with Internal
Revenue Service guidance under Section 409A, such later date as the
Participant may elect).
   (a)
    
    made Annual Deferrals (or became vested in employer contribution
credits) after 2004 and had a Termination of Employment in 2005,
distribution of his or her vested Deferral Account shall be made in a
single lump sum payment as of the later of January, 2006 or six (6) months
following the date of his or her termination (or, to the extent permitted
by the Deferred Compensation Committee consistent with Internal Revenue
Service guidance under Section 409A of the Internal Revenue Code, such
later date as the Participant may elect);(b)
    
    made Annual Deferrals (or became vested in employer contribution
credits) after 2004 and had a Termination of Employment in 2006,
distribution of his or her vested Deferral Account shall be made in a
single lump sum payment as of the later of January, 2007 or six (6) months
following the date of his or her termination (or, as permitted by the
Deferred Compensation Committee consistent with Internal Revenue Service
guidance under Section 409A, such later date as the Participant may elect);(c)
    
    made Annual Deferrals (or became vested in employer contribution
credits) after 2004 and had a Termination of Employment in 2007,
distribution of his or her vested Deferral Account shall be made in a
single lump sum payment as of the later of January, 2008 or six (6) months
following the date of his or her termination (or, as permitted by the
Deferred Compensation Committee consistent with Internal Revenue Service
guidance under Section 409A, such later date as the Participant may elect);
or(d)
    
    made Annual Deferrals (or became vested in employer contribution
credits) after 2004 and had a Termination of Employment in 2008,
distribution of his or her vested Deferral Account shall be made in a
single lump sum payment as of the later of January, 2009 or six (6) months
following the date of his or her termination (or, as permitted by
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the Deferred Compensation Committee consistent with Internal Revenue
Service guidance under Section 409A, such later date as the Participant
may elect).
   (a)
    
    prior to 2007, distribution of the Participants vested Deferral
Account shall be made in a single lump sum payment as of January, 2007 (or,
to the extent permitted by the Deferred Compensation Committee consistent
with Internal Revenue Service guidance under Section 409A of the Internal
Revenue Code, in 5, 10 or 15 annual installments and/or at such earlier or
later date as the Beneficiary may elect);(b)
    
    during 2007, distribution of the Participants vested Deferral
Account shall be made in a single lump sum payment as of January, 2008 (or,
to the extent permitted by the Deferred Compensation Committee consistent
with Internal Revenue Service guidance under Section 409A, in 5, 10 or 15
annual installments and/or at such earlier or later date as the Beneficiary
may elect); or(c)
    
    during 2008, distribution of the Participants vested Deferral
Account shall be made in a single lump sum payment as of January, 2008 (or,
to the extent permitted by the Deferred Compensation Committee consistent
with Internal Revenue Service guidance under Section 409A, in 5, 10 or 15
annual installments and/or at such earlier or later date as the Beneficiary
may elect).
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th
 SUNRISE SENIOR LIVING, INC.By:
    /s/ Lou BavielloTitle:
    Vice President  Compensation andBenefits -4-