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                                                                    EXHIBIT 10.6
                          SUNRISE ASSISTED LIVING, INC.

                         SENIOR EXECUTIVE SEVERANCE PLAN


              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



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Company; or (d) in the reasonable judgment of the Board, the Executive has
engaged in 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

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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, 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 (in the Executive's reasonable judgment)
or the Executive is requested to report to a lower level supervisor; (3) that
the Executive has his responsibilities or areas of supervision with the Company
substantially increased without an appropriate increase in Executive's
compensation (in the Executive's reasonable judgment); (4) that the Executive is
required to move his office outside the metropolitan area in which the office of
the Executive was previously located; or (5) that the Executive is required to
report to a new supervisor and the Executive and the new supervisor have
irreconcilable working relationship problems or difficulties.

              (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.



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              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. 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.

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

                            C.     the amount equal to the value (based on a
              Black-Scholes valuation methodology) as of the Date of Termination
              of all unexercised stock options held by the Executive as of the
              Date of Termination that have exercise prices of $$24.375, 25.00,
              25.625 and 37.625 per share whether or not such options have
              vested as of the Date of Termination; provided, however, that the
              amount paid under this subparagraph (C) shall not exceed an amount
              equal to $4 million less the sum of (i) the amounts paid to the
              Executive under subparagraph (B) and (ii) the aggregate of the
              excess, if any, of the fair market value of a share of the
              Company's common stock as of the Date of Termination over the
              exercise price of each unexercised option held by the Executive on
              the Date of Termination (whether or not such options have vested
              as of the Date of Termination and but not including the options
              for which payment is being made pursuant to this subparagraph
              (C)), multiplied, with respect to each option, by the total number
              of shares subject to the unexercised portion of such option. The
              following assumptions shall be used in preparing the Black-Scholes
              valuation: volatility of 20% and average remaining term on the
              options of four years. Upon payment of such amount, the options
              shall be no longer exercisable and shall be terminated.

              The 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 requested by the acquiror
              in the Change in Control transaction to provided




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              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.

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

              (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



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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 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 a Change in Control Event and during the Change in Control
Period relating to




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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.

              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 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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