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                                                                    EXHIBIT 10.5
                          SUNRISE ASSISTED LIVING, INC.

                         SENIOR EXECUTIVE SEVERANCE PLAN
                            (CHIEF EXECUTIVE OFFICER)

       Sunrise Assisted Living, Inc., a Delaware corporation (the "Company"),
sets forth herein the terms of its SENIOR EXECUTIVE SEVERANCE PLAN (the "Plan")
as follows:

       SECTION 1. PURPOSE. The Board of Directors of the Company (the "Board")
believes that it is in the best interests of the Company to encourage the
continued employment with and dedication to the Company of certain of the
Company's key executive officers in the face of potentially distracting
circumstances arising from the possibility of a change in control of the
Company, and the Board has established the Plan for this purpose.

       SECTION 2. DEFINITIONS.

       (a)    "ACCRUED OBLIGATIONS" means, with respect to an Executive, the sum
of (1) the Executive's Annual Base Salary through the Date of Termination to the
extent not theretofore paid, (2) the product of (x) the Executive's Annual Bonus
and (y) a fraction, the numerator of which is the number of days in the current
fiscal year through the Date of Termination, and the denominator of which is
365, and (3) any compensation previously deferred by the Executive (together
with any accrued interest or earnings thereon) and any accrued vacation pay, in
each case, to the extent not theretofore paid.

       (b)    "ANNUAL BASE SALARY" means, with respect to an Executive, the
greater of (a) the annual base salary payable to the Executive by the Company
and its affiliates as of the Date of Termination or (b) the amount equal to
twelve times the highest monthly base salary paid or payable, including any base
salary which has been earned but deferred, to the Executive by the Company and
its affiliate in respect of the twelve-month period immediately preceding the
month in which the Date of Termination occurs.

       (c)    "ANNUAL BONUS" means, with respect to an Executive, the highest
amount paid to the Executive as bonus payments in a single year during the last
three full fiscal years prior to the Date of Termination (annualized in the
event that the Executive was not employed by the Company for the whole of such
fiscal year).

       (d)    "BOARD" means the Board of Directors of the Company.

       (e)    "CAUSE" for termination of an Executive's employment by the
Company shall be deemed to exist if: (a) the Executive is found guilty by a
court of having committed fraud or theft against the Company and such conviction
is affirmed on appeal or the time for appeal has expired; (b) the Executive is
found guilty by a court of having committed a crime involving moral turpitude
and such conviction is affirmed on appeal or the time for appeal has expired;
(c) in the reasonable judgment of the Board, the Executive has compromised trade
secrets or other similarly valuable proprietary information of the Company; or
(d) in the reasonable judgment of the Board, the Executive has engaged in


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gross or willful misconduct that causes substantial and material harm to the
business and operations of the Company or any of its affiliates, the
continuation of which will continue to substantially and materially harm the
business and operations of the Company or any of its affiliates in the future.

       (f)    "CHANGE IN CONTROL" means:

       (1)    The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50%
of either (i) the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change in Control: (i) any acquisition by
the Company; (ii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company; and (iii) any acquisition by any entity pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subsection (3) of this
Section 2(f); or

       (2)    Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

       (3)    Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, and (ii) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly,

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35% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or

       (4)    Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

       (g)    "CHANGE IN CONTROL EVENT" means the earlier to occur of (i) a
Change in Control or (ii) the execution and delivery by the Company of an
agreement providing for a Change in Control.

       (h)    "CHANGE IN CONTROL PERIOD" means the period commencing upon a
Change in Control Event and ending two years after such Change in Control Event.

       (i)    "COMPANY" means Sunrise Assisted Living, Inc., a Delaware
corporation.

       (j)    "DATE OF TERMINATION" means, with respect to an Executive, the
effective date of termination of the Executive's employment with the Company.

       (k)    "EXECUTIVE" means an executive officer of the Company designated
by the Board to participate in the Plan.

       (l)    "GOOD REASON" means, with respect to an Executive: (1) any
reduction in the Executive's base salary, fringe benefits or bonus eligibility,
except, in the case of fringe benefits or bonus eligibility, in connection with
a reduction in such compensation generally applicable to peer employees of the
Company; (2) that the Executive has his responsibilities or areas of supervision
with the Company substantially reduced ; or (3) that the Executive is required
to move his office outside the metropolitan area in which the office of the
Executive was previously located.

       (m)    "OTHER BENEFITS" means, with respect to an Executive, any other
amounts or benefits required to be paid or provided or which the Executive is
eligible to receive under any plan, program, policy or practice or contract or
agreement of the Company and its affiliates.

       SECTION 3. TERM. This Plan shall be for a period commencing on February
25, 2000 and ending on February 25, 2005; provided, however, that, in the event
of a Change in Control Event during the term of this Plan, the term of this Plan
shall be automatically extended, if necessary, so that this Plan remains in full
force and effect for the Change in Control Period relating to such Change in
Control Event and until all payments required to be made hereunder have been
made. The Board may supend, amend or terminate this Plan in accordance with
Section 10. References herein to the term of this Plan shall include the initial
term and any additional period for which this Plan is extended or renewed.



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       SECTION 4. SEVERANCE BENEFITS FOLLOWING A CHANGE IN CONTROL.

       (a)    GOOD REASON; OTHER THAN FOR CAUSE. If a Change in Control Event
occurs during the term of this Plan and the Company terminates an Executive's
employment other than for Cause or the Executive terminates employment for Good
Reason during the Change in Control Period:

              (i)    The Company shall pay to the Executive the following
                     amounts:

                     A.     the Accrued Obligations in a lump sum in cash within
       30 days of the Date of Termination;

                     B.     the amount equal to 0.5% of the total enterprise
       value of the Company based upon the value realized in the Change in
       Control transaction.

                     C.     the amount equal to the product of (1) three (3)
       and (2) the sum of (x) the Executive's Annual Base Salary and (y) the
       Annual Bonus;

       Company shall pay the amounts provided in subparagraphs (B) and (C) in a
       lump sum in cash within 30 days of the Date of Termination; provided,
       however, that if the Executive is requested by the acquiror in the Change
       in Control transaction to provide transition services, payment of up to
       one half of amounts due under this Agreement may be deferred until the
       completion of a transition period ending up to 120 days following the
       consummation of such transaction.

              (ii)   For two (2) years after the Date of Termination, or such
                     longer period as may be provided by the terms of the
                     appropriate plan, program, practice or policy, the Company
                     shall continue benefits to the Executive and/or the
                     Executive's family at least equal to those which would have
                     been provided to them in accordance with the welfare
                     benefit plans, practices, policies and programs provided by
                     the Company and its affiliates (including, without
                     limitation, medical, prescription, dental, disability,
                     employee life, group life, accidental death and travel
                     accident insurance plans and programs) to the extent
                     applicable generally to other peer employees of the Company
                     and its affiliates, as if the Executive's employment had
                     not been terminated; provided, however, that if the
                     Executive becomes reemployed with another employer and is
                     eligible to receive medical or other welfare benefits under
                     another employer provided plan, the medical and other
                     welfare benefits described herein shall be secondary to
                     those provided under such other plan during such applicable
                     period of eligibility,



              (iii)  To the extent not theretofore paid or provided, the Company
              shall timely pay or provide to the Executive all Other Benefits.



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       (b)    CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's employment
is terminated for Cause during the Change in Control Period, this Plan shall
terminate without further obligations to the Executive, other than the
obligation to pay to the Executive (x) his Annual Base Salary through the Date
of Termination, (y) the amount of any compensation previously deferred by the
Executive and (z) Other Benefits through the Date of Termination, in each case
to the extent theretofore unpaid. If the Executive voluntarily terminates
employment during the Change in Control Period, excluding a termination for Good
Reason, this Plan shall terminate without further obligations to the Executive,
other than for Accrued Obligations and the timely payment or provision of Other
Benefits through the Date of Termination. In such case, all Accrued Obligations
shall be paid to the Executive in a lump sum in cash within 30 days of the Date
of Termination.

       SECTION 5. EFFECT ON OPTION PLANS. Immediately prior to a Change in
Control, all stock option grants made to an Executive by the Company that are
outstanding at the time of such Change in Control shall be accelerated and vest.
Accordingly, all stock options shall be exercisable at such time in accordance
with their terms. This Plan is intended to amend all stock option grants
previously awarded to Executives to accelerate vesting as described above to the
extent vesting would not otherwise be accelerated under the terms of such stock
option grants.

       SECTION 6. PARACHUTE LIMITATIONS. Notwithstanding any other provision of
this Plan or of any other agreement, contract or understanding heretofore or
hereafter entered into by an Executive with the Company or any affiliate, except
an agreement, contract or understanding hereafter entered into that expressly
modifies or excludes application of this paragraph (an "Other Agreement"), and
notwithstanding any formal or informal plan or other arrangement for the direct
or indirect provision of compensation to the Executive (including groups or
classes of participants or beneficiaries of which the Executive is a member),
whether or not such compensation is deferred, is in cash, or is in the form of a
benefit to or for the Executive (a "Benefit Arrangement"), if the Executive is a
"disqualified individual" (as defined in Section 280G(c) of the Internal Revenue
Code of 1986, as amended (the "Code")), any right to receive any payment or
other benefit under this Plan shall not become vested (i) to the extent that
such right to payment or other benefit, taking into account all other rights,
payments, or benefits to or for the Executive under this Plan, all Other
Agreements and all Benefit Arrangements, would cause any payment or benefit to
the Executive under this Plan to be considered a "parachute payment" within the
meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute
Payment") and (ii) if, as a result of receiving a Parachute Payment, the
aggregate after-tax amounts received by the Executive from the Company under
this Plan, all Other Agreements and all Benefit Arrangements would be less than
the maximum after-tax amount that could be received by the Executive without
causing any such payment or benefit to be considered a Parachute Payment. In the
event that the receipt of any such right to payment or other benefit under this
Plan, in conjunction with all other rights, payments or benefits to or for the
Executive under any Other Agreement or any Benefit Arrangement would cause the
Executive to be considered to have received a Parachute Payment under this Plan
that would have the effect of decreasing the after-tax amount received by the
Executive as described in clause (ii) of the preceding sentence, then the
Executive shall have the right, in the Executive's sole discretion, to designate
those rights, payments or benefits under this Plan, any Other Agreements and any
Benefit Arrangements that should be reduced or eliminated so as to avoid



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having the payment or benefit to the Executive under this Plan be deemed to be a
Parachute Payment.

       SECTION 7 EXPENSES. The Company shall pay any and all reasonable legal
fees and expenses incurred by an Executive in seeking to obtain or enforce, by
bringing an action against the Company, any right or benefit provided in this
Plan if the Executive is successful in whole or in part in such action.

       SECTION 8. WITHHOLDING. Notwithstanding anything in this Plan to the
contrary , all payments required to be made by the Company hereunder to an
Executive or his estate or beneficiaries shall be subject to the withholding of
such amounts relating to taxes as the Company reasonably may determine it should
withhold pursuant to any applicable law or regulation. In lieu of withholding
such amounts, in whole or in part, the Company may, in its sole discretion,
accept other provisions for the payment of taxes and any withholdings as
required by law, provided that the Company is satisfied that all requirements of
law affecting its responsibilities to withhold compensation have been satisfied.

       SECTION 9. NO DUTY TO MITIGATE. An Executive's payments received
hereunder shall be considered severance pay in consideration of past service,
and pay in consideration of continued service from the date hereof and
entitlement thereto shall not be governed by any duty to mitigate damages by
seeking further employment.

       SECTION 10. AMENDMENT, SUSPENSION OR TERMINATION. This Plan may be
amended, suspended or terminated at any time by the Board; provided, however,
that, following the commencement of a Change in Control transaction or Change in
Control Event and during the Change in Control Period relating to such Change in
Control Event, the Board may not amend, suspend or terminate this Plan without
the consent of all Executives then subject to the Plan. The Board shall notify
the Executives subject to the Plan of any such suspensions, changes, or
terminations.

       SECTION 11. GOVERNING LAW. This Plan shall be governed by the laws of
United States to the extent applicable and otherwise by the laws of the State of
Delaware, excluding the choice of law rules thereof.

       SECTION 12. SEVERABILITY. If any part of any provision of this Plan shall
be invalid or unenforceable under applicable law, such part shall be ineffective
to the extent of such invalidity or unenforceability only, without in any way
affecting the remaining parts of such provision or the remaining provisions of
this Plan.

       SECTION 13. DISCLAIMER OF RIGHTS. No provision in this Plan shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any affiliate, or to interfere in any way with any
contractual or other right or authority of the Company either to increase or
decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the
Company. The obligation of the Company to pay any benefits pursuant to this Plan
shall be interpreted as a contractual obligation to pay only those amounts
described herein, in the manner and under the conditions prescribed herein. The
Plan shall in no way be interpreted to require



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the Company to transfer any amounts to a third party trustee or otherwise hold
any amounts in trust or escrow for payment to any participant or beneficiary
under the terms of the Plan.

       SECTION 14. CAPTIONS. The use of captions in this Plan is for the
convenience of reference only and shall not affect the meaning of any provision
of this Plan.

       SECTION 15. NUMBER AND GENDER. With respect to words used in this Plan,
the singular form shall include the plural form, the masculine gender shall
include the feminine gender, etc., as the context requires.

                                    * * * * *




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       This Plan was duly adopted and approved by the Board as of the 25th day
of February, 2000.



                               s/ Thomas B. Newell
                               ----------------------------
                               Secretary of the Meeting






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