Exhibit 4.1





                              AMENDED AND RESTATED
                                REINVESTMENT PLAN


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                              AMENDED AND RESTATED
                                REINVESTMENT PLAN


     CNL RETIREMENT PROPERTIES, INC., a Maryland corporation (the "Company"),
pursuant to its Articles of Incorporation, adopted a Reinvestment Plan (the
"Reinvestment Plan") on the terms and conditions set forth below.

     1. Reinvestment of Distributions. Bank of New York, the agent (the
"Reinvestment Agent") for participants (the "Participants") in the Reinvestment
Plan, will receive all cash distributions made by the Company with respect to
shares of common stock of the Company (the "Shares") owned by each Participant
(collectively, the "Distributions"). The Reinvestment Agent will apply such
Distributions as follows:

         (a) The Reinvestment Agent will invest Distributions in Shares acquired
     from the managing dealer or participating brokers for the offering at a
     fixed offering price to be set forth in the prospectus, which initially
     will be $9.50 per Share.

         (b) For each Participant, the Reinvestment Agent will maintain a record
     which shall reflect for each fiscal quarter the Distributions received by
     the Reinvestment Agent on behalf of such Participant. The Reinvestment
     Agent will use the aggregate amount of Distributions to all Participants
     for each fiscal quarter to purchase Shares for the Participants. If the
     aggregate amount of Distributions to Participants exceeds the amount
     required to purchase all Shares then available for purchase, the
     Reinvestment Agent will purchase all available Shares and will return all
     remaining Distributions to the Participants within 30 days after the date
     such Distributions are made. The purchased Shares will be allocated among
     the Participants based on the portion of the aggregate Distributions
     received by the Reinvestment Agent on behalf of each Participant, as
     reflected in the records maintained by the Reinvestment Agent. The
     ownership of the Shares purchased pursuant to the Reinvestment Plan shall
     be reflected on the books of the Company.

         (c) Distributions shall be invested by the Reinvestment Agent in Shares
     promptly following the payment date with respect to such Distributions to
     the extent Shares are available. If sufficient Shares are not available,
     Distributions shall be invested on behalf of the Participants in one or
     more interest-bearing accounts in a commercial bank approved by the Company
     which is located in the continental United States and has assets of at
     least $100,000,000, until Shares are available for purchase, provided that
     any Distributions that have not been invested in Shares within 30 days
     after such Distributions are made by the Company shall be returned to
     Participants.

         (d) The allocation of Shares among Participants may result in the
     ownership of fractional Shares, computed to four decimal places.

         (e) Distributions attributable to Shares purchased on behalf of the
     Participants pursuant to the Reinvestment Plan will be reinvested in
     additional Shares in accordance with the terms hereof.


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         (f) No certificates will be issued to a Participant for Shares
     purchased on behalf of the Participant pursuant to the Reinvestment Plan
     except to Participants who make a written request to the Reinvestment
     Agent. Participants in the Reinvestment Plan will receive statements of
     account in accordance with Paragraph 7 below.

     2. Election to Participate. Any stockholder who participates in a public
offering of Shares and who has received a copy of the related final prospectus
included in the Company's registration statement filed with the SEC may elect to
participate in and purchase Shares through the Reinvestment Plan at any time by
written notice to the Company and would not need to receive a separate
prospectus relating solely to the Reinvestment Plan. A person who becomes a
stockholder otherwise than by participating in a public offering of Shares may
purchase Shares through the Reinvestment Plan only after receipt of a separate
prospectus relating solely to the Reinvestment Plan. Participation in the
Reinvestment Plan will commence with the next Distribution made after receipt of
the Participant's notice, provided it is received more than ten days prior to
the last day of the fiscal month or quarter, as the case may be, to which such
Distribution relates. Subject to the preceding sentence, regardless of the date
of such election, a stockholder will become a Participant in the Reinvestment
Plan effective on the first day of the fiscal month (prior to termination of the
offering of Shares) or fiscal quarter (after termination of the offering of
Shares) following such election, and the election will apply to all
Distributions attributable to the fiscal quarter or month (as the case may be)
in which the stockholder makes such written election to participate in the
Reinvestment Plan and to all fiscal quarters or months thereafter. A Participant
who has terminated his participation in the Reinvestment Plan pursuant to
Paragraph 11 will be allowed to participate in the Reinvestment Plan again upon
receipt of a current version of a final prospectus relating to participation in
the Reinvestment Plan which contains, at a minimum, the following: (i) the
minimum investment amount; (ii) the type or source of proceeds which may be
invested; and (iii) the tax consequences of the reinvestment to the Participant,
by notifying the Reinvestment Agent and completing any required forms.
Stockholders who elect the monthly distribution option are not eligible to
participate in the Reinvestment Plan, unless the Board of Directors elects to
make Distributions to all stockholders on a monthly basis.

     3. Distribution of Funds. In making purchases for Participants' accounts,
the Reinvestment Agent may commingle Distributions attributable to Shares owned
by Participants in the Reinvestment Plan.

     4. Proxy Solicitation. The Reinvestment Agent will distribute to
Participants proxy solicitation material received by it from the Company which
is attributable to Shares held in the Reinvestment Plan. The Reinvestment Agent
will vote any Shares that it holds for the account of a Participant in
accordance with the Participant's written instructions. If a Participant gives a
proxy to person(s) representing the Company covering Shares registered in the
Participant's name, such proxy will be deemed to be an instruction to the
Reinvestment Agent to vote the full Shares in the Participant's account in like
manner. If a Participant does not direct the Reinvestment Agent as to how the
Shares should be voted and does not give a proxy to person(s) representing the
Company covering these Shares, the Reinvestment Agent will not vote said Shares.

     5. Absence of Liability. Neither the Company nor the Reinvestment Agent
shall have any responsibility or liability as to the value of the Company's
Shares, any change in the value of the Shares acquired for the Participant's
account, or the rate of return earned on, or the value of, the interest-bearing
accounts, in which Distributions are invested. Neither the Company nor the
Reinvestment Agent shall be liable for any act done in good faith, or for any
good faith omission to act, including, without limitation, any claims of
liability (a) arising out of the failure to terminate a Participant's
participation in the Reinvestment Plan upon such Participant's death prior to
receipt of notice in writing of such death and the


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expiration of 15 days from the date of receipt of such notice and (b) with
respect to the time and the prices at which Shares are purchased for a
Participant. Notwithstanding the foregoing, liability under the federal
securities laws cannot be waived. Similarly, the Company and the Reinvestment
Agent have been advised that in the opinion of certain state securities
commissioners, indemnification is also considered contrary to public policy and
therefore unenforceable.

     6. Suitability.

         (a) Within 60 days prior to the end of each fiscal year, CNL Securities
     Corp. ("CSC"), will mail to each Participant a participation agreement (the
     "Participation Agreement"), in which the Participant will be required to
     represent that there has been no material change in the Participant's
     financial condition and confirm that the representations made by the
     Participant in the Subscription Agreement (a form of which shall be
     attached to the Participation Agreement) are true and correct as of the
     date of the Participation Agreement, except as noted in the Participation
     Agreement or the attached form of Subscription Agreement.

         (b) Each Participant will be required to return the executed
     Participation Agreement to CSC within 30 days after receipt. In the event
     that a Participant fails to respond to CSC or return the completed
     Participation Agreement on or before the fifteenth (15th) day after the
     beginning of the fiscal year following receipt of the Participation
     Agreement, the Participant's Distribution for the first fiscal quarter of
     that year will be sent directly to the Participant and no Shares will be
     purchased on behalf of the Participant for that fiscal quarter and, subject
     to (c) below, any fiscal quarters thereafter, until CSC receives an
     executed Participation Agreement from the Participant.

         (c) If a Participant fails to return the executed Participation
     Agreement to CSC prior to the end of the second fiscal quarter for any year
     of the Participant's participation in the Reinvestment Plan, the
     Participant's participation in the Reinvestment Plan shall be terminated in
     accordance with Paragraph 11 below.

         (d) Each Participant shall notify CSC in the event that, at any time
     during his participation in the Reinvestment Plan, there is any material
     change in the Participant's financial condition or inaccuracy of any
     representation under the Subscription Agreement.

         (e) For purposes of this Paragraph 6, a material change shall include
     any anticipated or actual decrease in net worth or annual gross income or
     any other change in circumstances that would cause the Participant to fail
     to meet the suitability standards set forth in the Company's Prospectus.


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     7. Reports to Participants. Within 60 days after the end of each fiscal
quarter, the Reinvestment Agent will mail to each Participant a statement of
account describing, as to such Participant, the Distributions received during
the quarter, the number of Shares purchased during the quarter, the per Share
purchase price for such Shares, the total administrative charge to such
Participant, and the total Shares purchased on behalf of the Participant
pursuant to the Reinvestment Plan. Each statement shall also advise the
Participant that, in accordance with Paragraph 6(d) hereof, he is required to
notify CSC in the event that there is any material change in his financial
condition or if any representation under the Subscription Agreement becomes
inaccurate. Tax information for income earned on Shares under the Reinvestment
Plan will be sent to each participant by the Company or the Reinvestment Agent
at least annually.

     8. Administrative Charges, Commissions, and Plan Expenses. The Company
shall be responsible for all administrative charges and expenses charged by the
Reinvestment Agent. The administrative charge for each Participant for each
fiscal quarter shall be the lesser of 5% of the amount reinvested for the
Participant or $2.50, with a minimum charge of $0.50. Any interest earned on
Distributions will be paid to the Company to defray costs relating to the
Reinvestment Plan. In the event the proceeds from the sale of Shares are used to
acquire properties or to invest in loans or other permitted investments, the
Company will pay acquisition fees of 4.0% of the purchase price of the Shares
sold pursuant to the Reinvestment Plan. The Company may also pay approximately
0.64%, 0.01% and 0.25% to affiliates as reimbursement for organizational and
offering expenses, due diligence expenses and acquisition expenses,
respectively. As a result, aggregate fees and expenses payable to affiliates of
the Company will total approximately 4.90% of the proceeds of reinvested
Distributions.

     9. No Drawing. No Participant shall have any right to draw checks or drafts
against his account or give instructions to the Company or the Reinvestment
Agent except as expressly provided herein.

     10. Taxes. Taxable Participants may incur a tax liability for Distributions
made with respect to such Participant's Shares, even though they have elected
not to receive their Distributions in cash but rather to have their
Distributions held in their account under the Reinvestment Plan.

     11. Termination.

         (a) A Participant may terminate his participation in the Reinvestment
     Plan at any time by written notice to the Company. To be effective for any
     Distribution, such notice must be received by the Company at least ten
     business days prior to the last day of the fiscal month or quarter to which
     such Distribution relates, unless the Board of Directors elects to make
     Distributions to all stockholders on a monthly basis.

         (b) The Company or the Reinvestment Agent may terminate a Participant's
     individual participation in the Reinvestment Plan, and the Company may
     terminate the Reinvestment Plan itself at any time by ten days' prior
     written notice mailed to a Participant, or to all Participants, as the case
     may be, at the address or addresses shown on their account or such more
     recent address as a Participant may furnish to the Company in writing.

         (c) After termination of the Reinvestment Plan or termination of a
     Participant's participation in the Reinvestment Plan, the Reinvestment
     Agent will send to each Participant (i) a statement of account in
     accordance with Paragraph 7 hereof, and (ii) a check for the amount of any
     Distributions in the Participant's account that have not


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     been reinvested in Shares. The record books of the Company will be
     revised to reflect the ownership of record of the Participant's full Shares
     and the value of any fractional Shares standing to the credit of a
     Participant's account based on the market price of the Shares. Any future
     Distributions made after the effective date of the termination will be sent
     directly to the former Participant.

     12. Notice. Any notice or other communication required or permitted to be
given by any provision of this Reinvestment Plan shall be in writing and
addressed to Investor Relations Department, CNL Securities Corp., Post Office
Box 4920, Orlando, Florida 32802-4920, if to the Company, or to Bank of New
York, 1845 Maxwell, Suite 101, Troy, Michigan 48084-4510, if to the Reinvestment
Agent, or such other addresses as may be specified by written notice to all
Participants. Notices to a Participant may be given by letter addressed to the
Participant at the Participant's last address of record with the Company. Each
Participant shall notify the Company promptly in writing of any change of
address.

     13. Amendment. The terms and conditions of this Reinvestment Plan may be
amended or supplemented by an agreement between the Reinvestment Agent and the
Company at any time, including but not limited to an amendment to the
Reinvestment Plan to add a voluntary cash contribution feature or to substitute
a new Reinvestment Agent to act as agent for the Participants or to increase the
administrative charge payable to the Reinvestment Agent, by mailing an
appropriate notice at least 30 days prior to the effective date thereof to each
Participant at his last address of record; provided, that any such amendment
must be approved by a majority of the Independent Directors of the Company. Such
amendment or supplement shall be deemed conclusively accepted by each
Participant except those Participants from whom the Company receives written
notice of termination prior to the effective date thereof.

     14. Governing Law. THIS REINVESTMENT PLAN AND A PARTICIPANT'S ELECTION TO
PARTICIPATE IN THE REINVESTMENT PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF FLORIDA APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY IN SAID
STATE; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATIONS OF FEDERAL OR
STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 14.



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