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Exhibit 10.20
 SECOND AMENDMENT
TO THE SUNRISE ASSISTED LIVING, INC.  DEFERRED COMPENSATION PLAN
 WHEREAS
 WHEREAS
 WHEREAS,
 WHEREAS
 NOW, THEREFORE
   1.4
    
    Compensation:shall mean a Participants base salary and such
bonuses (and other compensation items) as may be designated by the Deferred
Compensation Committee in its sole discretion for the Deferral Contribution
Period, before reductions for deferral.




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1.12
    
    Eligible Employee:shall mean Director level and above of the
senior management of the Company (or such other or different group of
management or highly compensated employees as may be designated by the
Deferred Compensation Committee as eligible to participate in the Plan). A
newly Eligible Employee shall be eligible to begin participating in the
Plan as of the first day of the month following the completion of one month
of employment with the Company (or such earlier or later date as may be
established by the Deferred Compensation Committee in its sole discretion
consistent with applicable law).
  1.16
    
    Participant:shall mean (a) an Eligible Employee who is
participating in the Plan as provided Article 2, (b) a former Eligible
Employee for whom a Deferral Account is being maintained under the Plan or
(c) a non-Eligible Employee for whom a Deferral Account has been
established as the result of an account transfer from a plan of a prior
employer.
    3.1
    
    Minimum Account Commitment.Except as otherwise established by
the Deferred Compensation Committee in its sole discretion, there is no
minimum required deferral amount under the Plan.
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4.1
    
    Deferral Accounts.A Deferral Account shall be established for
each Participant. The Deferral Account shall be credited with the
applicable portion of the Annual Deferral on or about the date such amounts
would otherwise have been paid to the Participant (but for the
Participants deferral election). A Participants Deferral Account shall
also be credited with any account balance transferred from either the
Marriott International, Inc. Executive Deferred Compensation Plan or the
Fountains Retirement Communities, Inc. Deferred Compensation Plan for the
Participant as of the date of transfer. Deferral Accounts shall, except as
otherwise provided in the Plan or established by the Deferred Compensation
Committee, be credited with the applicable Crediting Rate beginning on the
date of credit through the Valuation Date coinciding with or last preceding
the date of distribution.
  5.1
    
    The Company reserves the right from time to time, in its sole
discretion, to credit the Deferral Accounts of such Participants who are
Eligible Employees as it determines in its sole discretion with an
additional or matching contribution credit. The amount of the additional
contribution credit, if any, shall be determined by the Company in its sole
discretion. The amount of the matching contribution credit, if any, shall
be equal to such percentage or amount of Compensation deferred by the
Participant under the Plan for the applicable period, as determined by the
Company in its sole discretion.
  13.11
    
    Compliance with Section 409A.This Plan is intended to comply with the
distribution and other applicable requirements of Section 409A of the
Internal Revenue Code. Notwithstanding any other provision of the Plan to
the contrary, the Plan shall, effective January 1, 2005, be interpreted and
applied to comply with Section 409A.
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13.12
    
    Mergers/Account Transfers.Upon the merger of, or the transfer
of accounts from, another plan, the rights of such Participants to theirprior plan accounts shall (except as otherwise provided by the Deferred
Compensation Committee) be determined solely under the terms of this
Plan and they shall have no further right, title or interest under the
prior plan. By participating in, and accepting any benefits under, this
Plan, any Participant to whom this Section 13.12 applies hereby waives
any rights and claims that the Participant may have had at any time
under the prior plan. This waiver shall be binding on all such
Participants and their beneficiaries.
   SUNRISE SENIOR LIVING, INC.By:

/s/
Jeffrey JasnoffTitle:
    Senior Vice President  Human Resources -4-