Exhibit 4.5

                               FOURTH AMENDMENT TO
                         AMERICAN RETIREMENT CORPORATION
                          ASSOCIATE STOCK PURCHASE PLAN

     Section 6.1 of the American Retirement Corporation Associate Stock Purchase
Plan is hereby amended, effective May 18, 2005, as follows:

     1.   By deleting the first sentence in its entirety and substituting
          therefor the following:

          "ARC shall reserve One Million (1,000,000) shares of Stock for
          issuance upon exercise of the options granted under this Plan."