AMENDMENT NO. 4 TO THE ADVOCAT INC. 1994 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN FOR KEY PERSONNEL

Exhibit 10.62

AMENDMENT NO. 4 TO THE
ADVOCAT INC.
1994 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
FOR KEY PERSONNEL

     Amendment No. 4 to the Advocat Inc. (the “Corporation”) 1994 Incentive and Nonqualified Stock Option Plan for Key Personnel authorizes the Committee to permit an Option holder to pay the Option price by using the “net exercise” method. Capitalized terms used in the Amendment No. 4, if not otherwise defined herein, shall have the respective meanings attributed to such terms in the Plan.

     The 1994 Incentive and Nonqualified Stock Option Plan for Key Personnel is hereby amended by striking Subparagraph 7(e) in its entirety and inserting the following in lieu thereof:

      (e) Payment and Withholding .

      (i) Payment for all shares purchased pursuant to exercise of an Option will be made in cash, by delivery of unrestricted shares of Common Stock at Fair Market Value on the date of exercise, or a combination thereof. The payment will be made at the time the Option or any part