In keeping with its policy of implementing best corporate practices, on March 9, 2006, Ventas adopted amended and restated minimum share ownership guidelines for its senior executive officers requiring such officers to maintain a minimum equity investment in Ventas based upon a multiple (ranging from three to five times) of each such officer’s base salary. Each senior executive officer’s compliance with the guidelines is reviewed on July 1 of each year. The guidelines require that senior executive officers achieve the minimum equity investment within five years from the date he or she first becomes subject to the guidelines. Until such time as a senior executive meets the minimum equity investment, that executive must retain at least 60% of the Common Stock granted to the executive by Ventas and/or purchased by the executive through the exercise of stock options. All of Ventas’s senior executive officers are currently in compliance with the minimum stock ownership guidelines, subject to transition rules.

Minimum Stock Ownership Plan for Non-employee Directors

On May 19, 2006, Ventas adopted minimum share ownership guidelines for its non-employee Directors. Under these guidelines, each non-employee Director is required to maintain a minimum number of shares in Ventas equal to the number of shares granted by the Company to the non-employee Director as compensation during the 36 calendar month period immediately preceding the test date, minus any shares forfeited by the Director to pay taxes on such shares under the Company's share withholding program. Each non-employee Director’s compliance with the guidelines is reviewed on July 1 of each year. Any non-employee Director shall have three years from the date that such Director first becomes subject to the guidelines to satisfy the minimum ownership guidelines.

Updated: May 19, 2006