S-8

Registration No. 333-                   

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

VENTAS, INC.

(Exact name of registrant as specified in its charter)

Delaware	61-1055020
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky 40223

(502) 357-9000

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Ventas, Inc. 2006 Incentive Plan

Ventas, Inc. 2006 Stock Plan for Directors

(Full title of plan)

T. Richard Riney, Esq.

General Counsel

Ventas, Inc.

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky 40223

(502) 357-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed  maximum offering  price per share (2)		Proposed  maximum aggregate  offering price (2)		Amount of registration fee
Common Stock, par value $0.25 per share	5,400,000	$	34.99	$	188,946,000	$	20,217.22

(1)

Represents 5,000,000 shares of Common Stock that are reserved for issuance under the Ventas, Inc. 2006 Incentive Plan and 400,000 shares of Common Stock that are reserved for issuance under the Ventas, Inc. 2006 Stock Plan for Directors, in each case including without limitation pursuant to the exercise of options or upon redemption or conversion of operating partnership units. In addition, this Registration Statement covers an indeterminable number of additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”), based on the average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on July  27, 2006.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Certain Documents By Reference.

The following documents, filed with the Securities and Exchange Commission (the “Commission”) by Ventas, Inc. (the “Company”), are incorporated herein by reference:

A.The Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

B.The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, filed pursuant to the Exchange Act.

C.The Company’s Current Reports on Form 8-K filed on February 1, 2006; February 28, 2006 (however, we do not incorporate by reference the information under Item 2.02, Results of Operations and Financial Condition); May 2, 2006 (however, we do not incorporate by reference the information under Item 2.02, Results of Operations and Financial Condition); May 9, 2006; May 16, 2006; and June 20, 2006.

D.All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2005.

E.The description of Company’s shares of common stock, par value $0.25 per share (the “Common Stock”), contained in the Registration Statement filed by the Company with the Commission on Form 8-A, dated January 22, 1992; and all other amendments and reports filed for the purpose of updating such description prior to the termination of the offering of the Common Stock and interests hereby.

In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents with the Commission.  Any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is or deemed to be incorporated by reference herein) modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

Item 4. Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

The legality of the securities being registered hereunder has been passed upon by T. Richard Riney, Executive Vice President and General Counsel of the Company.   Mr. Riney is a full-time employee of the Company and owns shares and options to purchase shares of the Company’s Common Stock.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) empowers the Company to, and Article IX of the Company’s Certificate of Incorporation, as amended, provides that it will, to the fullest extent authorized by the DGCL, indemnify any person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”) because he or she is or was a Company director or officer, or is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, liabilities and loss (including attorneys’ fees, judgments, fines, ERISA (as defined therein) excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by him or her in connection with such Proceeding.  The Company may provide by action of its Board of Directors through agreement, resolution or by a provision in the Company’s Third Amended and Restated Bylaws, indemnification of its employees and agents with substantially the same scope and effect as the indemnification provided in Article IX of its Certificate of Incorporation, as amended.

Expenses incurred by such a person in his or her capacity as one of the Company’s directors or officers (and not in any other capacity in which service was or is rendered by such person while a director or officer) in defending a Proceeding may be paid by the Company in advance of the final disposition of such Proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of that person to repay such amounts unless it is ultimately determined that that person is entitled to be indemnified by the Company as authorized by the DGCL.  Expenses incurred by a person in any capacity other than as one of the Company’s officers or directors may be paid in advance of the final disposition of a Proceeding on such terms and conditions, if any, as the Board of Directors of the Company deems appropriate.

Pursuant to Section 102(b)(7) of the DGCL, the Company’s Certificate of Incorporation, as amended, eliminates certain liability of the Company’s directors for breach of their fiduciary duty of care.  Article VIII of the Certificate of Incorporation, as amended, provides that neither the Company nor its stockholders may recover monetary damages from the Company’s directors for breach of the duty of care in the performance of their duties as the Company’s directors.  Article VIII does not, however, eliminate the liability of the Company’s directors (i) for a breach of the director’s duty of loyalty, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful distributions), or (iv) for any improper personal benefit.

The indemnification provided for by Article IX of the Company’s Certificate of Incorporation, as amended, is a contract right and continues as to persons who cease to be

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directors, officers, employees or agents and inures to the benefit of the heirs, executors and administrators of such persons.  No amendment to the Company’s Certificate of Incorporation, as amended, or repeal of any article thereof may increase the liability of any of the Company’s directors or officers for acts or omissions of such persons occurring prior to such amendment or repeal.

The right to indemnification conferred by Article IX of the Company’s Certificate of Incorporation, as amended,  is not exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions taken in his or her official capacity and in any other capacity while holding such office.

The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at its request as a director, trustee, officer, partner, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in such capacity or arising out of his or her status as such, whether or not the Company would have the power or be obligated to indemnify him or her against such liability under the provisions of Article IX of the Company’s Certificate of Incorporation, as amended, or the DGCL.

The Company currently has in effect officers and directors liability insurance policies.  These policies cover any negligent act, error or omission of a director or officer, subject to certain exclusions.  The limit of liability under the policies is $65,000,000 in the aggregate annually for coverages in excess of deductibles.

Item 7.Exemptions from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit  No.	Description
4.1	Ventas, Inc. 2006 Incentive Plan (incorporated herein by reference to Annex A to the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, filed on April 5, 2006).
4.2	Ventas, Inc. 2006 Stock Plan for Directors (incorporated herein by reference to Annex B to the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, filed on April 5, 2006).
4.3	Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1995).
4.4	Certificate of Amendment to Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).

II-3

Exhibit  No.	Description
4.5	Third Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997).
4.6	Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998).
4.7	Letter Agreement dated June 24, 2003, by and between the Company and Cohen & Steers Capital Management, Inc. relating to a limited waiver of the provisions of Article XII of the Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
4.8	Ventas, Inc. Distribution Reinvestment and Stock Purchase Plan (incorporated herein by reference to the Company’s Registration Statement on Form S-3, as amended, File No. 333-65642).
4.9	Amendment to the Ventas, Inc. Distribution Reinvestment and Stock Purchase Plan (incorporated herein by reference to the Prospectus Supplement dated December 8, 2003 to the Prospectus dated January 23, 2002 filed pursuant to Rule 424(b)(5) and part of the Company’s Registration Statement on Form S-3, as amended, File No. 333-65642).
5	Opinion of T. Richard Riney, Esq., General Counsel of the Company.
10.1	Form of Stock Option Agreement under the Ventas, Inc. 2006 Incentive Plan.
10.2	Form of Restricted Stock Agreement under the Ventas, Inc. 2006 Incentive Plan.
10.3	Form of Stock Option Agreement under the Ventas, Inc. 2006 Stock Plan for Directors.
10.4	Form of Restricted Stock Agreement under the Ventas, Inc. 2006 Stock Plan for Directors.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of T. Richard Riney, Esq. (contained in Exhibit 5).
24	Power of Attorney (included on signature page).

Item 9.Undertakings.

(a)The Company hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

II-4

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 (b)The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public

II-5

policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Louisville, the Commonwealth of Kentucky, on this 31st day of July, 2006.

VENTAS, INC.
By:	/s/ Debra A. Cafaro
Name:	Debra A. Cafaro
Title:	Chairman of the Board, Chief Executive Officer and President

The undersigned officers and directors of Ventas, Inc., hereby severally constitute and appoint Debra A. Cafaro, T. Richard Riney and Richard A. Schweinhart, and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this Registration Statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Debra A. Cafaro	Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer)	July 31, 2006
Debra A. Cafaro

Signature	Title	Date
/s/ Richard A. Schweinhart	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 31, 2006
Richard A. Schweinhart
/s/ Robert J. Brehl	Chief Accounting Officer and Controller (Principal Accounting Officer)	July 31, 2006
Robert J. Brehl
/s/ Douglas Crocker II	Director	July 31, 2006
Douglas Crocker II
/s/ Ronald G. Geary	Director	July 31, 2006
Ronald G. Geary
/s/ Jay M. Gellert	Director	July 31, 2006
Jay M. Gellert
/s/ Christopher T. Hannon	Director	July 31, 2006
Christopher T. Hannon
/s/ Sheli Z. Rosenberg	Director	July 31, 2006
Sheli Z. Rosenberg
/s/ Thomas C. Theobald	Director	July 31, 2006
Thomas C. Theobald

EXHIBIT INDEX

Exhibit  No.	Description
4.1	Ventas, Inc. 2006 Incentive Plan (incorporated herein by reference to Annex A to the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, filed on April 5, 2006).
4.2	Ventas, Inc. 2006 Stock Plan for Directors (incorporated herein by reference to Annex B to the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, filed on April 5, 2006).
4.3	Certificate of Incorporation of the Company, as amended (incorporated herein by reference to Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1995).
4.4	Certificate of Amendment to Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
4.5	Third Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997).
4.6	Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998).
4.7	Letter Agreement dated June 24, 2003, by and between the Company and Cohen & Steers Capital Management, Inc. relating to a limited waiver of the provisions of Article XII of the Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
4.8	Ventas, Inc. Distribution Reinvestment and Stock Purchase Plan (incorporated herein by reference to the Company’s Registration Statement on Form S-3, as amended, File No. 333-65642).
4.9	Amendment to the Ventas, Inc. Distribution Reinvestment and Stock Purchase Plan (incorporated herein by reference to the Prospectus Supplement dated December 8, 2003 to the Prospectus dated January 23, 2002 filed pursuant to Rule 424(b)(5) and part of the Company’s Registration Statement on Form S-3, as amended, File No. 333-65642).
5	Opinion of T. Richard Riney, Esq., General Counsel of the Company.
10.1	Form of Stock Option Agreement under the Ventas, Inc. 2006 Incentive Plan.
10.2	Form of Restricted Stock Agreement under the Ventas, Inc. 2006 Incentive Plan.
10.3	Form of Stock Option Agreement under the Ventas, Inc. 2006 Stock Plan for Directors.

Exhibit  No.	Description
10.4	Form of Restricted Stock Agreement under the Ventas, Inc. 2006 Stock Plan for Directors.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of T. Richard Riney, Esq. (contained in Exhibit 5).
24	Power of Attorney (included on signature page).

EX-5

EXHIBIT 5

July 31, 2006

Ventas, Inc.

10350 Ormsby Park Place

Suite 300

Louisville, Kentucky 40223

Re:Ventas, Inc. 2006 Incentive Plan and 2006 Stock Plan for Directors
Registration Statement on Form S-8

Ladies and Gentlemen:

I have acted as counsel to Ventas, Inc., a Delaware corporation (the “Company”), with respect to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on or about the date hereof.  The Registration Statement relates to the registration under the Securities Act of 1933, as amended, by the Company of an aggregate of 5,400,000 shares of common stock, par value $0.25 per share (the “Shares”), of which 5,000,000 shares are to be issued under the Ventas, Inc. 2006 Incentive Plan and 400,000 shares are to be issued under the Ventas, Inc. 2006 Stock Plan for Directors (collectively, the “Plans”).

As counsel for the Company, I have examined, among other things, originals and/or copies of such documents, certificates and records as I deemed necessary and appropriate to form a basis for the opinion hereinafter expressed.  In my examination, I have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to me.  As to various questions of fact material to my opinion, I have relied on statements and certificates of officers and representatives of the Company.

Based on the foregoing, I hereby inform you that, in my opinion, the Shares, when issued in accordance with the terms of the Plans, will be validly issued, fully paid, and nonassessable.

I am qualified to practice law in the State of Kentucky and do not purport to be an expert on, or to express any opinion herein, concerning any law, other than the laws of the State of Kentucky, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

The opinion expressed herein is given as of the date hereof, and I assume no obligation to update or supplement such opinion to reflect any fact or circumstance that may hereafter come to my attention or any change in law that may hereafter occur.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ T. Richard Riney

T. Richard Riney, Esq.

EX-10.1

Exhibit 10.1

[EMPLOYEE FORM]

VENTAS, INC.
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of                  (“Effective Date”) by and between VENTAS, INC., a Delaware corporation (“Company”), and                 , an employee of the Company (“Optionee”).

RECITALS:

A.   Company has adopted the 2006 Incentive Plan (the “Plan”) to promote the interests of the Company, its subsidiaries [hereinafter the term “Company” includes, where appropriate, all of the Company’s subsidiaries, as that term is defined in section 424(f) of the Internal Revenue Code of 1986, as amended (“Code”)] and its stockholders by encouraging selected employees of Company, such as Optionee, to invest in Company’s shares of Common Stock, having a par value $0.25 per share (“Common Stock”).

B.   Company believes that such investment should increase the personal interest and special efforts of Optionee in providing for the continued success and progress of the Company and should enhance the efforts of Company to attract and retain competent key employees.

AGREEMENT:

NOW, THEREFORE, the parties agree as follows:

1.             Grant of Option; Option Price.  Company hereby grants to Optionee, as a matter of separate inducement and agreement, and not in lieu of any salary or other compensation for Optionee’s services, the right and option to purchase (the “Option”) all or any part of an aggregate of                  (                ) shares of Common Stock (“Option Shares”), on the terms and conditions set forth herein, subject to adjustment as provided in Section 7, at a purchase price of [the closing price on                  ($                )] per share (“Option Price”).  The Option Price is considered by the Company and Optionee to be not less than the fair market value of the Common Stock on the Effective Date, which is the date on which the Option was granted to Optionee (“Option Date”).

2.             Term of Option.  The Option shall continue for a term ending ten years from the Option Date (“Termination Date”), unless sooner terminated as provided in Sections 5 and 6.

3.             Option Exercisable in Installments.  Subject to the other terms and conditions stated herein, the right to exercise the Option shall vest in installments as follows:

(a)           First Installment.  Commencing on the Option Date, Optionee may exercise the Option for up to 33 1/3 percent of the number of Option Shares.

(b)           Second Installment.  Commencing on the first anniversary of the Option Date, Optionee may exercise the Option for 66 2/3 percent of the number of Option Shares, less the number of Option Shares for which the Optionee has already exercised the Option.

(c)           Third Installment.  Commencing on the second anniversary of the Option Date, the Option may be fully exercised to the extent that it has not previously been exercised.

4.             Conditions to Exercise of the Option.

(a)           Exercise of Option.  Subject to the provisions of Section 3, Optionee may exercise the Option by delivering to the Company written notice (“Notice”) of exercise stating the number of Option Shares for which the Option is being exercised accompanied by payment in the amount of the Option Price multiplied by the number of shares for which the Option is being exercised (the “Exercise Price”) in the manner provided in Section 4(b) and making provision for any applicable withholding taxes.

(b)           Payment of Exercise Price.  Company shall accept as payment for the Exercise Price (a) a check payable to the order of Company, (b) the tender of Common Stock (by either actual delivery of Common Stock or by attestation) having a Fair Market Value (determined as of the close of the business day immediately preceding the date of exercise of the Option) provided such Common Stock has been held by Optionee for at least six months prior to tender, (c) “cashless exercise” through a third party in a transaction independent of the Company and properly structured to avoid any adverse accounting consequences to the Company, (d) a combination of the foregoing, or (e) by any other means which the Committee determines.

(c)           Delivery of Shares on Exercise.  As soon as practicable after receipt of the Notice and payment of the Exercise Price and any required withholding taxes, Company shall deliver to Optionee, without transfer or issuance tax or other incidental expense to Optionee, at the office of Company, or at such other place as may be mutually acceptable, or, at the election of Company, by certified mail addressed to Optionee at the Optionee’s address shown in the employment records of Company, a certificate or certificates for the number of shares of Common Stock set forth in the Notice and for which Company has received payment in the manner prescribed herein.

5.             Restrictions on Transfer of Option.  During Optionee’s lifetime, the Option shall be exercisable only by Optionee, and neither the Option nor any right hereunder shall be transferable except by will or the laws of descent and distribution except as provided herein.  The Optionee may transfer in accordance with the Plan all or part of the Option to (i) the spouse, children or grandchildren of the Optionee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of the

Optionee and/or the Optionee’s Immediate Family Members or (iii) a partnership or limited liability company in which Optionee and/or the Optionee’s Immediate Family Members are the only partners or members.  The Option may not be subject to execution or other similar process.  If Optionee attempts to alienate, assign, pledge, hypothecate or otherwise dispose of the Option or any of the Optionee’s rights hereunder, except as provided herein, or in the event of any levy or any attachment, execution or similar process upon the rights or interests hereby conferred, Company may terminate the Option by notice to Optionee and it shall thereupon become null and void.

6.             Exercise of the Option Upon Termination of Employment.

(a)           Termination of Employment Other Than for Death, Disability, Retirement or Cause.  If Optionee ceases to be an Employee prior to the Termination Date for any reason other than death, Disability, Retirement, or termination for Cause, Optionee or such Optionee’s personal representative may at any time within a period of 180 days after Optionee ceases to be an Employee, exercise the Option to the extent the Option was exercisable by Optionee on the date Optionee ceases to be an Employee.

(b)           Termination of Employment for Cause.  If Optionee ceases to be an Employee because of termination for Cause, the Option, whether or not exercisable, shall terminate on the date Optionee ceases to be an Employee.

(c)           Termination of Employment due to Death or Disability.  In the event of the death or Disability of Optionee while Optionee is an Employee, this Option shall become fully vested and immediately exercisable.  Optionee or Optionee’s personal representative or the person or persons to whom Optionee’s rights under the Option shall pass by will or by application of the laws of descent and distribution in the event of death, may, at any time within a period of two years after Optionee’s death or determination of Disability, whichever shall be applicable, exercise the Option in full.

(d)           Termination of Employment due to Retirement.  If Optionee ceases to be an Employee due to Retirement, Optionee may, at the time within a period of two years after Optionee’s Retirement, exercise the Option to the extent the Option was exercisable by Optionee on the date of Optionee’s Retirement.

(e)           Restrictions on Exercise.  Notwithstanding anything contained in this Section 6, in no event may the Option be exercised after the Termination Date.

7.             Adjustment to Option Shares.  This Option shall be subject to adjustment as provided in the Plan.

8.             Change in Control.  Notwithstanding the provisions of Section 3, upon a Change in Control, Optionee shall have the right to exercise the Option in full as to all Option Shares.

9.             Agreement Does Not Grant Employment Rights.  Neither the granting of the Option, nor the exercise thereof, shall be construed as granting to Optionee any right to employment by Company.  The right of the Company to terminate Optionee’s

employment at any time, whether by dismissal, discharge, retirement or otherwise, is specifically reserved.

10.          Withholding.  Optionee acknowledges that the Company will be required to withhold certain taxes at the time Optionee exercises the Option.  Withholdings by the Company will not exceed the minimum required by law.

11.          Miscellaneous.

(a)           No Rights as Stockholder.  Neither Optionee, nor any person entitled to exercise Optionee’s rights hereunder, shall have any of the rights of a stockholder regarding the shares of Common Stock subject to the Option, except after the exercise of the Option as provided herein.

(b)           Incorporation of Plan.  Except as specifically provided herein, this Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which Optionee acknowledges receiving prior to the execution hereof.

(c)           Captions.  The captions and section headings used herein are for convenience only, shall not be deemed part of this Agreement and shall not in any way restrict or modify the context and substance of any section or paragraph of this Agreement.

(d)           Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

(e)           Defined Terms.  All defined terms not defined herein shall have the meanings set forth in the Plan, unless a different meaning is plainly required by the context.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

VENTAS, INC.

By:

Title:

NAME

EX-10.2

Exhibit 10.2

[EMPLOYEE FORM]

VENTAS, INC.
RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made and entered into as of the         day of            , by and between VENTAS, INC., a Delaware corporation (“Company”), and            , an employee of the Company (“Employee”).

RECITALS:

A.   Company has adopted the 2006 Incentive Plan (“Plan”) to promote the interests of Company, its subsidiaries (hereinafter the term “Company” includes, where appropriate, all of Company’s subsidiaries, as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (“Code”)) and its stockholders by encouraging selected employees of Company, such as Employee, to invest in Company’s shares of Common Stock, having a par value of $0.25 per share (“Common Stock”).

B.   Company believes that such investment should increase the personal interest and special efforts of Employee in providing for the continued success and progress of Company and should enhance the efforts of Company to attract and retain competent key employees.

AGREEMENT:

NOW, THEREFORE, the parties agree as follows:

1.             Issuance of Common Stock.  The Company shall cause to be issued to Employee                          (          ) shares of Common Stock (the “Shares”).  The certificates representing the Shares, together with a stock power duly endorsed in blank by Employee, shall be deposited with the Company to be held by it until the restrictions imposed upon the Shares by this Agreement have expired.

2.             Vesting of Shares.  If Employee has not forfeited any of the Shares, the restriction on the Transfer (as defined herein) of the Shares shall expire with respect to one-third of the Shares on              , and shall expire with respect to an additional one-third of the Shares on             , and shall expire with respect to the balance of the Shares on                .  Upon expiration of the restriction against Transfer of any of the Shares pursuant to this Section 2, the Shares shall vest.  Notwithstanding the foregoing, in the event of (A) a Change in Control or (B) the death or Disability of Employee, the Shares shall automatically vest and all restrictions on the Shares shall lapse.

3.             Forfeiture of Shares.  If Employee ceases to be an Employee for any reason other than death or Disability, all of the Shares which have not vested in accordance with Section 2 of this Agreement shall be forfeited and reconveyed to the Company by Employee without additional consideration and Employee shall have no further rights with respect thereto.

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4.             Restriction on Transfer of Shares.  Employee shall not Transfer any of the Shares owned by Employee until such restriction on the Transfer of the Shares is removed pursuant to this Agreement.  For the purposes of this Agreement, the term “Transfer” shall mean any sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or judicial order, transfers by operation of law and all other types of transfers and dispositions, whether direct or indirect, voluntary or involuntary.

5.             Rights as Stockholder.  Unless the Shares are forfeited, Employee shall be considered a stockholder of the Company with respect to all such Shares that have not been forfeited and shall have all rights appurtenant thereto, including the right to vote or consent to all matters that may be presented to the stockholders and to receive all dividends and other distributions paid on such Shares.  If any dividends or distributions are paid in Common Stock, such Common Stock shall be subject to the same restrictions as the Shares with respect to which it was paid.

6.             Restrictive Legend.  Each certificate representing the Shares may bear the following legend:

The sale or other transfer of the shares represented by this Certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the Ventas, Inc. 2006 Incentive Plan and in the related Restricted Stock Agreement.  A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of Ventas, Inc.

When the Shares have become vested, Employee shall have the right to have the preceding legend removed from the certificate representing such vested Shares.

7.             Agreement Does Not Grant Employment Rights.  The granting of Shares shall not be construed as granting to Employee any right to employment by the Company.  The right of the Company to terminate Employee’s employment at any time, whether by dismissal, discharge, retirement or otherwise, is specifically reserved.

8.             Miscellaneous.

a.             Incorporation of Plan.  This Agreement is and shall be, in all respects, subject to the terms and conditions of the Plan, a copy of which Employee acknowledges receiving prior to the execution hereof and the terms of which are incorporated by reference.

b.             Captions.  The captions and section headings used herein are for convenience only, shall not be deemed a part of this Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of this Agreement.

c.             Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules.

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d.             Section 83(b) Election Under the Code.  If Employee timely elects, under Section 83(b) of the Code, to include the fair market value of the Shares on the date hereof in such Employee’s gross income for the current taxable year, Employee agrees to give prompt written notice of such election to the Company.  Employee hereby acknowledges that the Company will be obligated to withhold income taxes for the income includable in Employee’s income and hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law.

e.             Defined Terms.  All capitalized terms not defined herein shall have the same meanings as set forth in the Plan unless a different meaning is plainly required by the context.

IN WITNESS WHEREOF, the parties have executed this Agreement on and as of the date first above written.

VENTAS, INC.

By:

Title:

NAME

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EX-10.3

Exhibit 10.3

[DIRECTOR FORM]

VENTAS, INC.
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of                 (“Effective Date”), by and between VENTAS, INC., a Delaware corporation (“Company”), and                 , a non-employee director of the Company (“Optionee”).

RECITALS:

A.The Company has adopted the 2006 Stock Plan for Directors (“Plan”) to promote the interests of the Company, its subsidiaries and stockholders by enabling directors, such as Optionee, to invest in the Company’s shares of common stock, having a par value of $0.25 per share (“Common Stock”).

B.Company believes that such investment should increase the personal interest and special efforts of Optionee in providing for the continued success and progress of the Company.

AGREEMENT:

NOW, THEREFORE, the parties agree as follows:

1.Grant of Option; Option Price.  Company hereby grants to Optionee, as a matter of separate inducement and agreement in connection with her being a director of the Company (and not in lieu of any salary or other compensation for Optionee’s services) the right and option to purchase (the “Option”) all or any part of an aggregate of                 (           ) shares of Common Stock (“Option Shares”) on the terms and conditions set forth herein, subject to adjustment as provided in Section 7, at a purchase price of                     ($        ).  The Company and Optionee consider the Option Price to be not less than the Fair Market Value (as defined in the Plan) of the Common Stock on the Effective Date, which is the date on which the Option was granted to Optionee (“Option Date”).

2.Term and Time of Exercise of the Option.  The Option shall commence on the date hereof and continue for a term ending ten years from the Option Date (“Termination Date”), unless sooner terminated as provided in Section 6.

3.Option Exercisable in Installments.  Subject to the other terms and conditions stated herein, the right to exercise the Option shall accrue in installments as follows:

(a)First Installment.  Commencing on the Option Date, Optionee may exercise the Option for up to 50 percent of the number of Option Shares.

(b)Second Installment.  Commencing on the first anniversary of the Option Date, the Option may be fully exercised to the extent that it has not previously been exercised.

Notwithstanding the foregoing, upon a Change in Control as defined in the Plan or the retirement of the Optionee as a director, Optionee shall have the right to exercise the Option in full as to all Option Shares.

4.Conditions to Exercise of the Option.

(a)Exercise of Option.  Subject to the provisions of Section 3, Optionee may exercise the Option by delivering to the Company written notice (“Notice”) of exercise stating the number of Option Shares for which the Option is being exercised accompanied by payment in the amount of the Option Price multiplied by the number of shares for which the Option is being exercised (the “Exercise Price”) in the manner provided in Section 4(b).

(b)Payment of Exercise Price.  Company shall accept as payment for the Exercise Price (a) a check payable to the order of Company, (b) the tender of Common Stock (by either actual delivery of Common Stock or by attestation) having a Fair Market Value (determined as of the close of the business day immediately preceding the date of exercise of the Option) provided such Common Stock has been held by Optionee for at least six months prior to tender, (c) “cashless exercise” through a third party in a transaction independent of the Company and properly structured to avoid any adverse accounting consequences to the Company, (d) a combination of the foregoing, or (e) by any other means which the Committee determines.

(c)Delivery of Shares on Exercise.  As soon as practicable after receipt of the Notice and payment of the Exercise Price, Company shall deliver to Optionee, without transfer or issuance tax or other incidental expense to Optionee, at the office of Company, or at such other place as may be mutually acceptable, or, at the election of Company, by certified mail addressed to Optionee at the Optionee’s address shown in the records of Company, a certificate or certificates for the number of shares of Common Stock set forth in the Notice and for which Company has received payment in the manner prescribed herein.  Company may postpone such delivery until it receives satisfactory proof that the issuance or transfer of such shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules.  If Optionee fails to accept delivery of all or any part of the number of shares of Common Stock specified in such notice upon tender of delivery thereof, her right to exercise the Option for such undelivered shares may be terminated by the Company.

5.Restrictions on Transfer of Option.

(a)Except as provided in Section 5(b), the Option shall be exercisable during Optionee’s lifetime only by Optionee, and neither the Option nor any right hereunder shall be transferable except by will or the laws of descent and distribution.  The Option may not be subject to execution or other similar process.  If Optionee attempts to alienate, assign, pledge, hypothecate or otherwise dispose of the Option or any of the Optionee’s rights hereunder, except as provided herein or in Section 5(b), or in the event of any levy or any attachment, execution or similar process upon the rights or interests hereby conferred, Company may terminate the Option by notice to Optionee and it shall thereupon become null and void.

(b)Optionee may, subject to any restrictions under Section 16(b) of the Exchange Act, transfer all rights under this Agreement to (i) Optionee’s spouse or lineal descendants (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Optionee and her Immediate Family Members, or (iii) a partnership or limited liability company in which such Optionee and her Immediate Family Members are the only partners or members, as applicable; provided that (a) any such transfer must be without any consideration to Optionee for such transfer, and (b) all subsequent transfers of any rights under this Agreement shall be prohibited other than by bequest or the laws of descent and distribution.  Following any such transfer, this Agreement shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of this Agreement and the Plan (excluding Section 6 hereof and Section 4.2 of the Plan) the term “Optionee” shall be deemed to refer to the transferee.  Any rights to exercise the Option transferred hereunder shall be exercisable by the transferee only to the extent, and for the periods, specified in this Agreement.

6.Termination of Option.

(a)If the Optionee ceases to be a director of the Company for any reason other than death, Disability, retirement or removal for Cause, the Option shall terminate six months after the Optionee ceases to be a director of the Company (unless the Optionee dies during such period) or on the Option’s expiration date, if earlier, and shall be exercisable during such period after the Optionee ceases to be a director of the Company only with respect to the number of Shares which the Optionee was entitled to purchase on the day preceding the day on which the Optionee ceased to be a director.

(b)If the Optionee ceases to be a director of the Company because of removal for Cause, the Option shall terminate on the date of the Optionee’s removal.

(c)In the event of the Optionee’s death, Disability or retirement while a director of the Company, or the Optionee’s death within six months after the Optionee ceases to be a director (other than by reason of removal for Cause), the Option shall terminate upon the earlier to occur of (i) 12 months after the date of the Optionee’s death, Disability or retirement, or (ii) the Option’s expiration date.  The Option shall be

exercisable during such period after the Optionee’s death or Disability with respect to the number of Shares as to which the Option shall have been exercisable on the date preceding the Optionee’s death or Disability, as the case may be.  In the event of the retirement of the Optionee, the Option shall be fully exercisable during such period.

7.Adjustment to Option.  The Option shall be subject to adjustment as provided in the Plan.

8.Miscellaneous.

(a)No Rights as Stockholder.  Neither Optionee, nor any person entitled to exercise Optionee’s rights under this Agreement, shall have any of the rights of a shareholder regarding the shares of Common Stock subject to the Option, except after the exercise of the Option as provided herein.

(b)Incorporation of Plan.  This Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which Optionee acknowledges receiving prior to the execution hereof.

(c)Captions.  The captions and section headings used herein are for convenience only, shall not be deemed part of this Agreement and shall not in any way restrict or modify the context and substance of any section or paragraph of this Agreement.

(d)Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

(e)Defined Terms.  All defined terms used herein which are defined in the Plan shall have the meanings set forth in the Plan, unless a different meaning is plainly required by the context.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

VENTAS, INC.

By:

Title:

NAME

EX-10.4

Exhibit 10.4

[DIRECTOR FORM]

VENTAS, INC.
RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made and entered into as of the               day of               , by and between VENTAS, INC., a Delaware corporation (“Company”), and               , a director of the Company (“Director”).

RECITALS:

A.The Company has adopted the Ventas, Inc. 2006 Stock Plan for Directors to recognize the extraordinary time and effort expended by directors for the Company.

B.Company believes that such investment should increase the personal interest and special efforts of Director in providing for the continued success and progress of Company and should enhance the efforts of Company to attract and retain competent non-employee directors.

AGREEMENT:

NOW, THEREFORE, the parties agree as follows:

1.Issuance of Common Stock.  The Company shall cause to be issued to Director                (          ) shares of Common Stock (the “Shares”).  The certificates representing the Shares, together with a stock power duly endorsed in blank by Director, shall be deposited with the Company to be held by it until the restrictions imposed upon the Shares by this Agreement have expired.

2.Vesting of Shares.  If Director has not forfeited any of the Shares, the restriction on the Transfer (as defined herein) of the Shares shall expire with respect to one-half of the Shares on                 , and shall expire with respect to the balance of the Shares on                 .  Upon expiration of the restriction against Transfer of any of the Shares pursuant to this Section 2, the Shares shall vest.  Notwithstanding the foregoing, in the event of (A) a Change in Control or (B) the death or Disability of Director, the Shares shall automatically vest and all restrictions on the Shares shall lapse.

3.Forfeiture of Shares.  If Director ceases to be a Director for any reason other than death or Disability, all of the Shares which have not vested in accordance with Section 2 of this Agreement shall be forfeited and reconveyed to the Company by Director without additional consideration and Director shall have no further rights with respect thereto.

4.Restriction on Transfer of Shares.  Director shall not Transfer any of the Shares owned by Director until such restriction on the Transfer of the Shares is removed pursuant to this Agreement.  For the purposes of this Agreement, the term “Transfer” shall mean any sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or judicial order, transfers by operation of law and all other types of transfers and dispositions, whether direct or indirect, voluntary or involuntary.

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5.Rights as Stockholder.  Unless the Shares are forfeited, Director shall be considered a stockholder of the Company with respect to all such Shares that have not been forfeited and shall have all rights appurtenant thereto, including the right to vote or consent to all matters that may be presented to the stockholders and to receive all dividends and other distributions paid on such Shares.  If any dividends or distributions are paid in Common Stock, such Common Stock shall be subject to the same restrictions as the Shares with respect to which it was paid.

6.Restrictive Legend.  Each certificate representing the Shares may bear the following legend:

The sale or other transfer of the shares represented by this Certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer (including conditions of forfeiture) as set forth in the Ventas, Inc. 2006 Stock Plan for Directors and in the related Restricted Stock Agreement.  A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of Ventas, Inc.

When the Shares have become vested, Director shall have the right to have the preceding legend removed from the certificate representing such vested Shares.

7.Agreement Does Not Grant Employment Rights.  The granting of Shares shall not be construed as granting to Director any right to employment by the Company.  The right of the Company to terminate Director’s employment at any time, whether by dismissal, discharge, retirement or otherwise, is specifically reserved.

8.Miscellaneous.

a.Incorporation of Plan.  This Agreement is and shall be, in all respects, subject to the terms and conditions of the Plan, a copy of which Director acknowledges receiving prior to the execution hereof and the terms of which are incorporated by reference.

b.Captions.  The captions and section headings used herein are for convenience only, shall not be deemed a part of this Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of this Agreement.

c.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of laws rules.

d.Section 83(b) Election Under the Code.  If Director timely elects, under Section 83(b) of the Code, to include the fair market value of the Shares on the date hereof in such Director’s gross income for the current taxable year, Director agrees to give prompt written notice of such election to the Company.  Director hereby acknowledges that the Company may be obligated to withhold income taxes for the income includable in Director’s income and hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law.

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e.Defined Terms.  All capitalized terms not defined herein shall have the same meanings as set forth in the Plan unless a different meaning is plainly required by the context.

IN WITNESS WHEREOF, the parties have executed this Agreement on and as of the date first above written.

VENTAS, INC.

By:

Title:

NAME

3

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Ventas, Inc. for the registration of 5,400,000 shares of its common stock in connection with the Ventas, Inc. 2006 Incentive Plan and the Ventas, Inc. 2006 Stock Plan for Directors of our reports dated February 16, 2006, with respect to the consolidated financial statements and schedule of Ventas, Inc., Ventas, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Ventas, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

	/s/ Ernst & Young LLP
Chicago, Illinois
July 26, 2006