##### 



Exhibit 10.65
  
     1.
    
    A total of 15,672 restricted stock units (post-split), constituting all of the
restricted stock units granted to me on September 10, 2003 and evidenced by that
certain Stock Unit Agreement (reflecting such grant date) attached as Exhibit A
hereto;2.
    
    A total of 17,815 restricted stock units, constituting all of the restricted
stock units granted to me on March 8, 2006 and evidenced by that certain Stock Unit
Agreement (reflecting such grant date) attached as Exhibit B hereto; and3.
    
    27,777 shares of restricted stock, constituting the remaining unvested portion
of the restricted stock granted to me on March 14, 2005 and evidenced by that certain
Executive Restricted Stock Agreement (reflecting such grant date) attached as
Exhibit C hereto.




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##### 



*
    
    Calculated as follows: 13,889 shares that vested on March 14, 2006 minus ((13,889 shares x $24.00
per share (the closing price on the vesting date) x .364% (tax rate)) divided by $24.21 (the
closing price on March 12, 2008))




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##### 



Exhibit A
 SUNRISE SENIOR LIVING, INC.
2003 STOCK OPTION AND RESTRICTED STOCK PLAN
 STOCK UNIT AGREEMENT
  Grant Date: September 10, 2003Name of Grantee: Paul J. KlaassenNumber of Units Covered by Grant:
    
    5,597 Base Units2,239 Supplemental Units
 By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is available from the Company upon request.
You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in
the event any provision of this Agreement should appear to be inconsistent.
 Grantee:
    
    /s/ Paul J. Klaassen(Signature)Company:
    
    /s/ Thomas B. Newell(Signature)Title:
    
    President
 Attachment
 This is not a stock certificate or a negotiable instrument




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##### 



SUNRISE SENIOR LIVING, INC.
2003 STOCK OPTION AND RESTRICTED STOCK PLAN
 STOCK UNIT AGREEMENT
 Stock Unit/ Nontransferability
    
    This grant is an award of stock
units in the total number of Base
Units and Supplemental Units set
forth on the cover sheet and subject
to the vesting conditions described
below (collectively, the Stock
Units). Your Stock Units may not
be transferred, assigned, pledged or
hypothecated, whether by operation
of law or otherwise, nor may the
Stock Units be made subject to
execution, attachment or similar
process.Vesting
    
    Base Units shall be 100% vested as
of the Grant Date. Supplemental
Units shall become 100% vested on
the fourth anniversary of the Grant
Date (the Vesting Date); provided
you have been continuously employed
by the Company or a Subsidiary from
the Grant Date until the Vesting
Date.Notwithstanding the vesting schedule
in the preceding paragraph, to the
extent not previously vested, your
Supplemental Units shall become 100%
vested upon the earlier of (i) a
Change in Control (as defined
below), (ii) your termination of
employment with the Company or a
Subsidiary due to your death or
disability, (iii) your termination
of employment by the Company or a
Subsidiary other than for Cause (as
defined in the Companys Senior
Executive Severance Plan dated
February 25, 2000 (the Severance
Plan)), or (iv) termination of
employment by you for Good Reason
(as defined in the Severance Plan),
if you have been continuously
employed by the Company or a
Subsidiary from the Grant Date.For purposes of this Agreement,
Change in Control means any of the
following events:(a) any person (as such term is used
in Rule 13d-5 under the Securities
Exchange Act of 1934 (Exchange
Act) or group (as such term is
defined in Section 3(a)(9) and
13(d)(3) of the Exchange Act), other
than a subsidiary or any employee
benefit plan (or any related trust)
of the Company or a Subsidiary,
becomes, after the Grant Date, the
beneficial owner of Stock or of
other securities of the Company that
are entitled to vote generally in
the election of directors of the
Company (Voting Securities)
representing 50% or more of the
combined voting power of all Voting
Securities of the Company;(b) individuals who, as of the Grant
Date,




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##### 



constitute the Board (the
Incumbent Board) cease for any
reason to constitute a majority of
the members of the Board; provided
that any individual who becomes a
director after the Grant Date whose
election or nomination for election
by the Companys shareholders was
approved by a majority of the
members of the Incumbent Board
(other than an election or
nomination of an individual whose
initial assumption of office is in
connection with an actual or
threatened election contest
relating to the election of the
directors of the Company (as such
terms are used in Rule 14a-11 under
the Exchange Act), tender offer
(as such term is used in Section
14(d) of the Exchange Act) or a
proposed Merger (as defined below))
shall be deemed to be members of the
Incumbent Board; or(c) approval by the stockholders of
the Company of either of the
following: (i) a merger,
reorganization, consolidation or
similar transaction (any of the
foregoing, a Merger) as a result
of which the persons who were the
respective beneficial owners of the
outstanding Stock and Voting
Securities of the Company
immediately before such Mergers are
not expected to beneficially own,
immediately after such Merger,
directly or indirectly, more than
60% of the Stock and 60% of the
combined voting power of the Voting
Securities of the Company resulting
from such Merger in substantially
the same proportions as immediately
before such Merger or (ii) a plan of
liquidation of the Company or a plan
or agreement for the sale or other
disposition of all or substantially
all of the assets of the Company.Notwithstanding the foregoing, there
shall not be a Change in Control if,
in advance of such event, you agree
in writing that such event shall not
constitute a Change in Control.No Stock Units will vest after you
have ceased to be employed by the
Company or any Subsidiary for any
reason.Delivery of Shares
    
    Unless you previously elected to
defer the payment of the Stock Units
into the Companys Executive
Deferred Compensation Plan, a
certificate for all of the shares of
Stock represented by your Base Units
and Supplemental Units shall be
delivered to you on the Vesting
Date; provided, that, if the Vesting
Date occurs during a window period
in which you are restricted from
selling Stock in the open market
because a trading window is not
available, delivery of such shares
will be delayed until the date
immediately following the opening of
a trading window.In the event that your employment with the Company or a




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##### 



Subsidiary
terminates prior to the time at
which your Supplemental Shares
become vested, upon your termination
of employment the Company will
deliver to you your Base Units and
you will forfeit your unvested
Supplemental Units.Withholding Taxes
    
    You agree, as a condition of this
grant, that you will make acceptable
arrangements to pay any withholding
or other taxes that may be due as a
result of the vesting and/or
delivery of Stock pursuant to this
grant. In the event that the
Company determines that any federal,
state, local or foreign tax or
withholding payment is required
relating to the vesting and/or
delivery of shares arising from this
grant, the Company shall have the
right to require such payments from
you, withhold such amounts from
other payments due to you from the
Company or any Affiliate or cause an
immediate forfeiture of shares Stock
subject to the Stock Units granted
pursuant to this Agreement in an
amount equal to the withholding or
other taxes due.Retention Rights
    
    This Agreement does not give you the
right to be retained by the Company
in any capacity. The Company
reserves the right to terminate your
service with the Company at any time
and for any reason.Shareholder Rights
    
    You do not have the rights of a
shareholder with respect to the
Stock Units unless and until the
Stock relating to the Stock Units
has been delivered to you. You
will, however, be entitled to
receive an amount equal to any
dividends declared or paid on such
Stock. Any distributions you
receive as a result of any stock
split, stock dividend, combination
of shares or other similar
transaction shall be deemed to be a
part of the Stock Units and subject
to the same conditions and
restrictions applicable thereto.
The Company may in its sole
discretion require that any amounts
paid as dividend equivalents in
connection with the Stock Units be
treated as reinvested in Stock Units
and subject to the same conditions
and restrictions applicable thereto.Adjustments
    
    In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of Stock
Units covered by this grant may be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your Stock Units shall be
subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity.Applicable Law
    
    This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of




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##### 



law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.The Plan
    
    The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in
this Agreement are defined in the
Plan, and have the meaning set forth
in the Plan.This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this grant of Stock Units.
Any prior agreements, commitments
or negotiations concerning this
grant are superseded.
 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan.




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##### 



Exhibit B
 SUNRISE SENIOR LIVING, INC.
2003 STOCK OPTION AND RESTRICTED STOCK PLAN
 STOCK UNIT AGREEMENT
  Grant Date:
    
    March 8, 2006
 Name of Grantee:
    
    Paul J. Klaassen
 Number of Units Covered by Grant:
    
    12,725 Base Units5,090 Supplemental UnitsPurchase Price per Share of Stock:
    
    $0.01
 By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is available from the Company upon request.
You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in
the event any provision of this Agreement should appear to be inconsistent.
 Grantee:
    
    /s/ Paul J. Klaassen(Signature)Company:
    
    /s/ Thomas B. Newell(Signature)Title:
    
    Thomas B. Newell, President
 Attachment
 This is not a stock certificate or a negotiable instrument




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##### 



SUNRISE SENIOR LIVING, INC.
2003 STOCK OPTION AND RESTRICTED STOCK PLAN
 STOCK UNIT AGREEMENT
 Stock Unit/ Nontransferability
    
    This grant is an award of stock
units in the total number of Base
Units and Supplemental Units set
forth on the cover sheet at the
purchase price set forth on the
cover sheet, and subject to the
vesting conditions described below
(collectively, the Stock Units).
The purchase price for the Stock is
deemed paid by your services to the
Company. Your Stock Units may not
be transferred, assigned, pledged or
hypothecated, whether by operation
of law or otherwise, nor may the
Stock Units be made subject to
execution, attachment or similar
process.Vesting
    
    Base Units shall be 100% vested as
of the Grant Date. Supplemental
Units shall become 100% vested on
the fourth anniversary of the Grant
Date (the Vesting Date); provided
you have been continuously employed
by the Company or a Subsidiary from
the Grant Date until the Vesting
Date.Notwithstanding the vesting schedule
in the preceding paragraph, to the
extent not previously vested, your
Supplemental Units shall become 100%
vested upon the earlier of (i) a
Change in Control (as defined
below), (ii) your termination of
employment with the Company or a
Subsidiary due to your death or
disability, (iii) your termination
of employment by the Company or a
Subsidiary other than for Cause (as
defined in the Companys Senior
Executive Severance Plan dated
November 16, 2005 (the Severance
Plan)), or (iv) termination of
employment by you for Good Reason
(as defined in the Severance Plan),
if you have been continuously
employed by the Company or a
Subsidiary from the Grant Date.For purposes of this Agreement,
Change in Control means any of the
following events:(A) any person, other than Paul J.
Klaassen, Teresa M. Klaassen or
their respective affiliates,
associates or estates, becomes,
after the date of grant, the
beneficial owner, directly or
indirectly, of securities of the
Company representing 40% or more of
the combined voting power of the
Companys then outstanding
securities;(B) during any two-year period,
individuals who at the beginning of
such period constitute the Board
(including, for this purpose, any
director who after the beginning of
such




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##### 



period filled a vacancy on the
Board caused by the resignation,
mandatory retirement, death, or
disability of a director and whose
election or appointment was approved
by a vote of at least two-thirds of
the directors then in office who
were directors at the beginning of
such period) cease for any reason to
constitute a majority thereof;(C) notwithstanding clauses (A) or
(E) of this paragraph, the Company
consummates a merger or
consolidation of the Company with or
into another corporation, the result
of which is that the persons who
were stockholders of the Company at
the time of the execution of the
agreement to merge or consolidate
own less than 80% of the total
equity of the corporation surviving
or resulting from the merger or
consolidation or of a corporation
owning, directly or indirectly, 100%
of the total equity of such
surviving or resulting corporation;(D) the sale in one or a series of
transactions of all or substantially
all of the assets of the Company;(E) any person, other than Paul J.
Klaassen, Teresa M. Klaassen or
their respective affiliates,
associates or estates, has commenced
a tender or exchange offer, or
entered into an agreement or
received an option, to acquire
beneficial ownership of securities
of the Company representing 40% or
more of the combined voting power of
the Companys then outstanding
securities, unless the Board has
made a determination that such
action does not constitute and will
not constitute a material change in
the persons having control of the
Company;(F) the consummation by the Company
or a Subsidiary of a merger
(including a triangular merger
involving a Subsidiary) or other
business combination transaction in
which the Company issues equity
securities representing 20% or more
of its then outstanding common stock
in such merger or other transaction;
or(G) there is a change of control in
the Company of a nature that would
be required to be reported in
response to Item 6(e) of Schedule
14A of Regulation 14A promulgated
under the Exchange Act other than in
circumstances specifically covered
by clauses (A) through (F) above.No Stock Units will vest after you
have ceased to be employed




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##### 



by the
Company or any Subsidiary for any
reason.Delivery of Shares
    
    Unless you previously elected in
writing to further defer the payment
of the Stock Units until either (i)
a specified date that is permissible
payment date pursuant to Section
409A of the Internal Revenue Code of
1986, as amended or (ii) Retirement
(as such term is defined in the
Companys Executive Deferred
Compensation Plan), which election,
in either case, provides for the
payment of only the vested portion
of the Stock Units if employment
terminates earlier than the
specified payment date, a
certificate for all of the shares of
Stock represented by your Base Units
and Supplemental Units shall be
delivered to you on the Vesting
Date; provided, that, if the Vesting
Date occurs during a window period
in which you are restricted from
selling Stock in the open market
because a trading window is not
available, delivery of such shares
will be delayed until the date
immediately following the opening of
a trading window. If you previously
elected in writing to further defer
the payment of the Stock Units as
contemplated above, a certificate
for all of the shares of Stock
represented by your Base Units and
Supplemental Units shall be
delivered to you on the specified
payment date, subject to the same
window period restrictions set forth
in the preceding sentence (or, if
your employment terminates earlier
than the specified payment date,
such certificate shall be delivered,
as to the vested portion of the
Stock Units only, within 10 days
after such termination date).In the event that your employment
with the Company or a Subsidiary
terminates prior to the time at
which your Supplemental Shares
become vested, upon your termination
of employment the Company will
deliver to you your Base Units and
you will forfeit your unvested
Supplemental Units.Withholding Taxes
    
    You agree, as a condition of this
grant, that you will make acceptable
arrangements to pay any withholding
or other taxes that may be due as a
result of the vesting and/or
delivery of Stock pursuant to this
grant. In the event that the
Company determines that any federal,
state, local or foreign tax or
withholding payment is required
relating to the vesting and/or
delivery of shares arising from this
grant, the Company shall have the
right to require such payments from
you, withhold such amounts from
other payments due to you from the
Company or any Affiliate or cause an
immediate forfeiture of shares Stock
subject to the Stock Units granted
pursuant to this Agreement in an
amount equal to the withholding or
other taxes due.Retention Rights
    
    This Agreement does not give you the
right to be retained by the




---



##### 



Company
in any capacity. The Company
reserves the right to terminate your
service with the Company at any time
and for any reason.Shareholder Rights
    
    You do not have the rights of a
shareholder with respect to the
Stock Units unless and until the
Stock relating to the Stock Units
has been delivered to you. You
will, however, be entitled to
receive an amount equal to any
dividends declared or paid on such
Stock. Any distributions you
receive as a result of any stock
split, stock dividend, combination
of shares or other similar
transaction shall be deemed to be a
part of the Stock Units and subject
to the same conditions and
restrictions applicable thereto.
The Company may in its sole
discretion require that any amounts
paid as dividend equivalents in
connection with the Stock Units be
treated as reinvested in Stock Units
and subject to the same conditions
and restrictions applicable thereto.Adjustments
    
    In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of Stock
Units covered by this grant may be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your Stock Units shall be
subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity.Applicable Law
    
    This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.The Plan
    
    The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in
this Agreement are defined in the
Plan, and have the meaning set forth
in the Plan.This Agreement, the Plan and the
further deferral election referenced
under Delivery of Shares hereunder
constitute the entire understanding
between you and the Company
regarding this grant of Stock Units.
Any prior agreements, commitments
or negotiations concerning this
grant are superseded.
 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan.




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##### 



Exhibit C
 SUNRISE SENIOR LIVING, INC.
2002 STOCK OPTION AND RESTRICTED STOCK PLAN
 EXECUTIVE RESTRICTED STOCK AGREEMENT
 Company Stock Plan
 Grant Date
 Name of Grantee
 Number of Shares of Stock Covered by Grant
 Purchase Price per Share of Stock
 By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is available from the Company upon request.
You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in
the event any provision of this Agreement should appear to be inconsistent.
 Grantee:
    
    /s/ Paul J. KlaassenPrint Name:
    
    Paul J. KlaassenCompany:
    
    /s/ Thomas B. NewellPrint Name:
    
    Thomas B. NewellTitle:
    
    President
 Attachment
 This is not a stock certificate or a negotiable instrument




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##### 



SUNRISE SENIOR LIVING, INC.
2002 STOCK OPTION AND RESTRICTED STOCK PLAN
 EXECUTIVE RESTRICTED STOCK AGREEMENT
 Restricted Stock/ Nontransferability
    
    This grant is an award of Stock in
the number of shares set forth on
the cover sheet, at the purchase
price set forth on the cover
sheet, and subject to the vesting
conditions described below (the
Restricted Stock). The purchase
price for the Restricted Stock is
deemed paid by your services to
the Company. To the extent not
yet vested, your Restricted Stock
may not be transferred, assigned,
pledged or hypothecated, whether
by operation of law or otherwise,
nor may the Restricted Stock be
made subject to execution,
attachment or similar process.Issuance and Vesting
    
    The Company will issue your
Restricted Stock in your name as
of the Grant Date.Your right to the Stock under this
Restricted Stock grant becomes
vested as to 33% of the shares of
Stock on each of the first three
(3) anniversaries of the Grant
Date (the Anniversary Dates), if
you have been continuously
providing Services to the Company
or a Subsidiary from the Grant
Date until the Anniversary Date;
provided, however, that if you are
restricted from selling Company
stock on an Anniversary Date
pursuant to the Companys policy
on insider trading, your shares
that would have vested on that
Anniversary Date will vest on the
first date that is during a window
period in which Company insiders
are not restricted from selling
Company stock.Notwithstanding the vesting
schedule to the extent not
previously vested, your right to
the Stock under this Agreement
becomes 100% vested upon the
earlier of (i) a Change in Control
(as defined below), (ii) your
termination of employment with the
Company or a Subsidiary due to
your death or disability, (iii)
your termination of employment by
the Company or a Subsidiary other
than for Cause (as defined in the
Companys Senior Executive
Severance Plan dated February 25,
2000 (the Severance Plan)), or
(iv) termination of employment by
you for Good Reason (as defined in
the Severance Plan), if you have
been continuously employed by the
Company or a Subsidiary from the
Grant Date.For purposes of this Agreement,
Change in Control means any of
the following events:(A) any person, other than Paul J.
Klaassen, Teresa M.




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##### 



Klaassen or
their respective affiliates,
associates or estates, becomes,
after the date of grant, the
beneficial owner, directly or
indirectly, of securities of the
Company representing 40% or more
of the combined voting power of
the Companys then outstanding
securities;(B) during any two-year period,
individuals who at the beginning
of such period constitute the
Board (including, for this
purpose, any director who after
the beginning of such period
filled a vacancy on the Board
caused by the resignation,
mandatory retirement, death, or
disability of a director and whose
election or appointment was
approved by a vote of at least
two-thirds of the directors then
in office who were directors at
the beginning of such period)
cease for any reason to constitute
a majority thereof;(C) notwithstanding clauses (A) or
(E) of this paragraph, the Company
consummates a merger or
consolidation of the Company with
or into another corporation, the
result of which is that the
persons who were stockholders of
the Company at the time of the
execution of the agreement to
merge or consolidate own less than
80% of the total equity of the
corporation surviving or resulting
from the merger or consolidation
or of a corporation owning,
directly or indirectly, 100% of
the total equity of such surviving
or resulting corporation;(D) the sale in one or a series of
transactions of all or
substantially all of the assets of
the Company;(E) any person, other than Paul J.
Klaassen, Teresa M. Klaassen or
their respective affiliates,
associates or estates, has
commenced a tender or exchange
offer, or entered into an
agreement or received an option,
to acquire beneficial ownership of
securities of the Company
representing 40% or more of the
combined voting power of the
Companys then outstanding
securities, unless the Board has
made a determination that such
action does not constitute and
will not constitute a material
change in the persons having
control of the Company;(F) the consummation by the
Company or a Subsidiary of a
merger (including a triangular
merger involving a Subsidiary) or
other business combination
transaction in which the Company
issues equity securities
representing 20% or more of its
then outstanding common stock in
such merger or other




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##### 



transaction;
or(G) there is a change of control
in the Company of a nature that
would be required to be reported
in response to Item 6(e) of
Schedule 14A of Regulation 14A
promulgated under the Exchange Act
other than in circumstances
specifically covered by clauses
(A) through (F) above.Notwithstanding the foregoing,
there shall not be a Change in
Control if, in advance of such
event, you agree in writing that
such event shall not constitute a
Change in Control.No additional shares of Stock will
vest after you have ceased to be
employed by the Company or any
Subsidiary for any reason.Forfeiture of Unvested Stock
    
    In the event that your employment
with the Company or a Subsidiary
terminates, you shall forfeit all
of the shares of Stock subject to
this grant that have not yet
vested.Book Entry Restrictions
    
    The Restricted Stock will be
issued in book entry form. The
Company shall cause the transfer
agent for the shares of Common
Stock to make a book entry record
showing ownership for the shares
of Restricted Stock in your name
subject to the terms and
conditions of this Agreement. You
shall be issued an account
statement acknowledging your
ownership of the shares of
Restricted Stock.The shares of Restricted Stock
subject to restrictions hereunder
shall be subject to the following
terms and conditions relating to
their release from restrictions or
their cancellation:
 As your interest in the Restricted
Stock vests as described above,
your vested Stock shall be
released from restrictions and
delivered to you, at your request.Should you forfeit any unvested
Restricted Stock held subject to
restrictions hereunder, then such
unvested Restricted Stock shall be
cancelled without payment, and you
shall have no further rights with
respect to such shares.
 You authorize the Company to issue
such instructions to the transfer
agent as the Company may deem
necessary or proper to comply with
the intent and purposes of this
Agreement. This paragraph shall
be deemed to constitute the stock
power contemplated by the Plan.




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##### 



Withholding Taxes
    
    You agree, as a condition of this
grant, that you will make
acceptable arrangements to pay any
withholding or other taxes that
may be due as a result of the
vesting of Stock acquired under
this grant. In the event that the
Company determines that any
federal, state, local or foreign
tax or withholding payment is
required relating to the vesting
of shares arising from this grant,
the Company shall have the right
to require such payments from you,
or withhold such amounts from
other payments due to you from the
Company or any Affiliate.Section 83(b)
Election
    
    Under Section 83 of the Internal
Revenue Code of 1986, as amended
(the Code), the difference
between the purchase price paid
for the shares of Stock and their
fair market value on the date any
forfeiture restrictions applicable
to such shares lapse will be
reportable as ordinary income at
that time. For this purpose,
forfeiture restrictions include
the Companys Repurchase Right as
to unvested Stock described above.
You may elect to be taxed at the
time the shares in restricted form
are acquired rather than when such
shares cease to be subject to such
forfeiture restrictions by filing
an election under Section 83(b) of
the Code with the Internal Revenue
Service within thirty (30) days
after the Grant Date. You will
have to make a tax payment to the
extent the purchase price ($0.01
per share) is less than the fair
market value of the shares on the
Grant Date. The form for making
this election is attached as
Exhibit Ahereto. Failure to make
this filing within the thirty (30)
day period will result in the
recognition of ordinary income by
you (in the event the fair market
value of the shares increases
after the date of purchase) as the
forfeiture restrictions lapse.YOU ACKNOWLEDGE THAT IT IS YOUR
SOLE RESPONSIBILITY, AND NOT THE
COMPANYS, TO FILE A TIMELY
ELECTION UNDER SECTION 83(b), EVEN
IF YOU REQUEST THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS
FILING ON YOUR BEHALF. YOU ARE
RELYING SOLELY ON YOUR OWN
ADVISORS WITH RESPECT TO THE
DECISION AS TO WHETHER OR NOT TO
FILE ANY 83(b) ELECTION.Retention Rights
    
    This Agreement does not give you
the right to be retained by the
Company in any capacity. The
Company reserves the right to
terminate your service with the
Company at any time and for any
reason.Shareholder Rights
    
    You shall have the right to vote
the Restricted Stock and, subject
to the provisions of this
Agreement, to receive any
dividends




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declared or paid on such
stock. Any distributions you
receive as a result of any stock
split, stock dividend, combination
of shares or other similar
transaction shall be deemed to be
a part of the Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
The Company may in its sole
discretion require any dividends
paid on the Restricted Stock to be
reinvested in shares of Stock,
which the Company may in its sole
discretion deem to be a part of
the shares of Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
Except as described in the Plan,
no adjustments are made for
dividends or other rights if the
applicable record date occurs
before your stock certificate is
issued.Adjustments
    
    In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of shares
covered by this grant may be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your Restricted Stock
shall be subject to the terms of
the agreement of merger,
liquidation or reorganization in
the event the Company is subject
to such corporate activity.Applicable Law
    
    This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise
refer construction or
interpretation of this Agreement
to the substantive law of another
jurisdiction.The Plan
    
    The text of the Plan is
incorporated in this Agreement by
reference. Certain capitalized
terms used in this Agreement are
defined in the Plan, and have the
meaning set forth in the Plan.This Agreement and the Plan
constitute the entire
understanding between you and the
Company regarding this grant of
Restricted Stock. Any prior
agreements, commitments or
negotiations concerning this grant
are superseded.
 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan.




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EXHIBIT A
 ELECTION UNDER SECTION 83(b) OF
THE INTERNAL REVENUE CODE
  1.
    
    The name, address and social security number of the undersigned:Name:Address:Social Security No.:
 2.
    
    Description of property with respect to which the election is being made:shares of common stock, par value $0.01 per share, of Sunrise Senior Living, Inc., a
Delaware corporation (the Company).3.
    
    The date on which the property was transferred is: , 200.4.
    
    The taxable year to which this election relates is calendar year: 200.5.
    
    Nature of restrictions to which the property is subject:The shares of stock are subject to the provisions of a Restricted Stock Agreement between the
undersigned and the Company. The shares of stock are subject to forfeiture under the terms of
the Agreement.6.
    
    The fair market value of the property at the time of transfer (determined without regard to
any lapse restriction) was: $ per share, for a total of $.7.
    
    The amount paid by taxpayer for the property was: $.8.
    
    A copy of this statement has been furnished to the Company.
 
 Print Name:




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PROCEDURES FOR MAKING ELECTION  UNDER INTERNAL REVENUE CODE SECTION 83(b)